Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Oct. 03, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOXSCORE BRANDS, INC. | |
Entity Central Index Key | 1,487,718 | |
Amendment Flag | false | |
Trading Symbol | BOXS | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 32,177,416 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 181,633 | $ 87,667 |
Accounts receivable | 123,621 | 28,572 |
Inventory (net) | 318,338 | 81,621 |
Prepaid expenses and other assets | 28,902 | 19,674 |
Total current assets | 652,494 | 217,534 |
Noncurrent assets: | ||
Property and equipment (net) | 761,520 | 594,236 |
Security deposits | 12,261 | 11,416 |
Intangible assets (net) | 66,289 | 86,801 |
Total assets | 1,492,564 | 909,987 |
Current liabilities: | ||
Accounts payable | 458,020 | 460,719 |
Accrued expenses | 179,606 | 88,250 |
Accrued interest | 519,816 | 366,327 |
NHL and MLB sponsorship liability | 50,000 | 1,956,204 |
Amounts due to officers | 750,155 | 586,851 |
Senior convertible notes, net of discount | 418,804 | 443,804 |
Promissory notes payable | 522,784 | 464,899 |
Convertible notes payable, net of discount | 678,869 | 358,046 |
Current capital lease obligation | 214,453 | 148,235 |
Total current liabilities | 3,792,507 | 4,873,335 |
Noncurrent liabilities: | ||
Senior convertible notes, net of discount | 24,112 | |
Convertible notes payable, net of discount | 2,299,865 | 2,201,954 |
Capital lease obligation | 145,768 | |
Warrant liabilities | 149,559 | 121,860 |
Total noncurrent liabilities | 2,619,304 | 2,323,814 |
Total liabilities | 6,411,811 | 7,197,149 |
Stockholders' deficit: | ||
Common stock, $.001 par value, 600,000,000 shares authorized, 31,626,659 and 27,614,992 shares issued and outstanding, respectively | 31,627 | 27,615 |
Additional paid in capital | 5,614,673 | 5,303,434 |
Accumulated deficit | (10,565,547) | (11,618,211) |
Total stockholders' deficit | (4,919,247) | (6,287,162) |
Total liabilities and stockholders' deficit | $ 1,492,564 | $ 909,987 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 31,626,659 | 27,614,992 |
Common stock, shares outstanding | 31,626,659 | 27,614,992 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 457,956 | $ 441,156 | $ 745,789 | $ 771,182 |
Cost of Goods Sold | 245,975 | 221,465 | 398,142 | 390,356 |
Gross Profit | 211,981 | 219,691 | 347,647 | 380,826 |
Operating Expenses | ||||
Selling | 490,402 | 398,762 | 1,150,429 | 786,867 |
General and administrative | 331,268 | 393,751 | 603,644 | 702,767 |
Total operating expenses | 821,670 | 792,513 | 1,754,073 | 1,489,634 |
Operating loss | (609,689) | (572,822) | (1,406,426) | (1,108,808) |
Other Expenses (Income): | ||||
Gain on change in fair value of debt and warrant liabilities | (13,989) | (25,358) | ||
Gain on settlement of liability | (2,674,419) | (2,674,419) | ||
Gain on sale of asset | (23,984) | (23,984) | ||
Amortization of debt discount and deferred financing costs | 18,537 | 23,620 | 47,861 | 47,416 |
Interest expense | 104,409 | 84,623 | 191,452 | 165,364 |
Unrealized loss (gain) on foreign currency | (667) | 1,140 | ||
Total other expenses (income): | (2,575,457) | 93,587 | (2,459,090) | 188,562 |
Net Income (Loss) | $ 1,965,768 | $ (666,409) | $ 1,052,664 | $ (1,297,370) |
Net income (loss) per share - basic and diluted | $ 0.07 | $ (0.03) | $ 0.04 | $ (0.05) |
Weighted average common shares - basic and diluted | 30,215,105 | 25,378,325 | 29,172,961 | 25,212,770 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,052,664 | $ (1,297,370) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on fair value of warrant liabilities | (25,358) | |
Stock based compensation | 37,252 | 122,847 |
Depreciation | 96,541 | 84,196 |
Amortization of intangible assets | 43,400 | 43,400 |
Amortization of debt discount and deferred financing costs | 47,861 | 47,416 |
Unrealized loss on foreign currency | 1,140 | |
Gain on settlement of liability | (2,674,419) | |
Gain on sale of assets | (23,984) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (95,049) | (15,525) |
Inventory | (236,717) | (48,077) |
Prepaid expenses and other assets | (10,073) | (9,137) |
Accounts payable and accrued expenses | 88,657 | 611,385 |
Accrued interest | 153,489 | 121,350 |
NHL and MLB sponsorship liability | 768,215 | |
Amount due to officers | 163,304 | 186,207 |
Net cash used in operating activities | (588,859) | (177,526) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (34,932) | (38,478) |
Proceeds from sale of property and equipment | 23,984 | |
Purchases of intangible assets | (22,888) | |
Net cash used in investing activities | (33,836) | (38,478) |
Cash Flows from Financing Activities: | ||
Proceeds from warrant exercise | 278,000 | 20,000 |
Proceeds from promissory notes | 196,778 | 37,300 |
Proceeds from convertible notes | 415,000 | 220,000 |
Repayments of capital lease obligations | (16,907) | |
Repayment of convertible note | (50,000) | |
Repayments of promissory notes | (156,210) | (30,266) |
Net cash provided by financing activities | 716,661 | 197,034 |
Net increase (decrease) in cash | 93,966 | (18,970) |
Cash, beginning of period | 87,667 | 61,914 |
Cash, end of period | 181,633 | 42,944 |
Supplemental disclosures: | ||
Interest paid | 41,000 | |
Supplemental disclosures of non-cash items: | ||
Assets acquired through capital lease | 228,893 | |
Debt discount related to warrant liability and beneficial conversion feature | $ 23,582 | $ 18,602 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Note 1 – Nature of the Business BoxScore Brands, Inc. (formerly U-Vend Inc.) (the “Company”) develops, markets and distributes various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. The Company seeks to place its kiosks in high-traffic host locations such as big box stores, restaurants, malls, airports, casinos, universities, and colleges. Currently, the Company leases, owns and operates their kiosks and intends to also provide the kiosks, through a distributor relationship, to the entrepreneur wanting to own their own business. On February 26, 2018 the Company filed a Certificate of Amendment of the Certificate of Incorporation. The Certificate of Amendment changed the Company’s name to BoxScore Brands, Inc. from U-Vend Inc. to better reflect the nature of the Company’s current business operations, which has expanded to include relationships with major sports organizations dispensing ice cream products through vending machines. The Company’s vending kiosks incorporate advanced wireless technology, creative concepts, and ease of management. They have been designed to be tech-savvy and can be managed online 24 hours day/7 days a week, accepting traditional cash input as well as credit and debit cards. Host locations and suppliers have been drawn to this distribution concept of product vending based on the advantages of reduced labor and lower product theft as compared to non-kiosk merchandising platforms. The Company takes a solutions development approach for the marketing of products through a variety of kiosk offerings. The Company’s approach to the market can include the addition of a digital LCD monitor to most makes and models in a kiosk program. This would allow the Company to offer digital advertising as a national and/or local loop basis and a corresponding additional revenue stream for the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. The balance sheet at December 31, 2017, has been derived from the Company’s audited consolidated financial statements as of that date. The unaudited consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, that was filed with the SEC on September 4, 2018. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year or any further periods. The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, accounts payable, accrued expenses, derivative warrant liabilities, promissory notes payable, capital lease obligation, convertible notes payables, and senior convertible notes payable. Fair values were assumed to approximate carrying values for these financial instruments, except for derivative warrant liabilities, convertible notes payable and senior convertible notes payable, since they are short term in nature or they are payable on demand. The senior convertible notes and the convertible notes payable are recorded at face value net of any unamortized discounts, based upon the number of underlying convertible shares. The estimated fair value of the convertible notes is determined based on the trading price on June 30, 2018 since the underlying shares are trading in an active observable market, the fair value measurement qualifies as a Level 1 input. The determination of the fair value of the derivative warrant liabilities include unobservable inputs and is therefore categorized as a Level 3 measurement. Changes in unobservable inputs may result in significantly higher or lower fair value measurement. The carrying value of the short-term instruments approximates their fair values at March 31, 2018 and December 31, 2017 due to their short-term nature. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 820 “Fair Value Measurement” establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company has approximately $8 million in federal net operating loss carryforwards (“NOLs”) available to reduce future taxable income, which will expire at various dates from 2029 through 2037. The Company also has approximately $8.9 million of gross state NOLs that will expire at various dates from 2021 and 2037. As these NOL’s were generated prior to the enactment of H.R. 1 (“Tax Cuts and Jobs Act” or “TCJA”) they are eligible to fully offset taxable income. While the company generated taxable income due to the extinguishment of certain liabilities, it is not expected to reoccur. Therefore, due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the NOLs before they expire, the Company has maintained a full valuation allowance against its deferred tax assets accordingly. Recent Accounting Pronouncements On January 1, 2018, the Company adopted FASB ASC 606, "Revenue from Contracts with Customers" and all related amendments for all contracts using the modified retrospective method. There was no impact upon the adoption of ASC 606. The Company has determined that the adoption of this standard did not require a cumulative effect adjustment. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company has 139 and 144 electronic kiosks installed in the southern California and Las Vegas areas from which it generated revenue during the six month periods ended June 30, 2018 and 2017, respectively. Revenue is recognized at the time each vending transaction occurs, the payment method is approved, and the product is disbursed from the machine. Wholesale revenues, including revenue earned under contracts with major sports organizations, are recognized at the time the products are delivered to the customer based on the agreement with the customer. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies the treatment of several types of cash receipts and payments for which there was diversity in practice. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company has evaluated the impact of the adoption of this standard had on the consolidated financial statements and related disclosures and determined the effective was not material. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements and does not anticipate a material impact to its financial statements. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11).” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company reported net income of $1,965,768 for the three months ended June 30, 2018 and $1,052,664 for the six months ended June 30, 2018 due to a one-time gain on the disposition of a liability, however experienced operating losses for both the three and six months ended June 30, 2018, and has incurred accumulated losses totaling $10,565,547 through June 30, 2018. In addition, the Company has incurred negative cash flows from operating activities since its inception. The Company has relied on the proceeds from loans and private sales of its stock from its stockholders, in addition to its revenues, to finance its operations. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company intends to raise additional financing to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following as of June 30, 2018 and December 31, 2017: June 30, December 31, 2017 Electronic kiosks and vending machines $ 1,355,170 $ 1,091,345 Delivery vans 21,700 21,700 Less: accumulated depreciation (615,350 ) (518,809 ) Total $ 761,520 $ 594,236 Depreciation expense amounted to $96,541 and $84,196, respectively for the six months ended June 30, 2018 and 2017. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets consist of the following as of June 30, 2018 and December 31, 2017: June 30, December 31, 2017 Operating agreement $ 434,000 $ 434,000 App development 22,888 - Less: accumulated amortization (390,599 ) (347,199 ) Total $ 66,289 $ 86,801 Amortization expense amounted to $43,400 for each of the six months ended June 30, 2018 and 2017. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Senior Convertible Notes During the year ended December 31, 2017, a Senior Convertible Note in the aggregate principal amount of $310,000 and a maturity date of December 31, 2017 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), a related party, was extended until December 31, 2018. The Company also extended the expiration dates of Series A Warrants issued in connection with Cobrador 1 by one year. The fair value of the Series A Warrants did not materially change due to the extension. Cobrador, an entity controlled by the Company’s CEO, is a related party. On June 30, 2016, the Company issued an additional Senior Convertible Note in the face amount of $108,804 to Cobrador (“Cobrador 2”) in settlement of previously accrued interest, additional interest, fees and penalties. The additional interest, fees and penalties was $72,734 and this amount was charged to operations as debt discount amortization during the year ended December 31, 2016. The Senior Convertible Note was extended during the year ended December 31, 2017 and is due on December 31, 2018. It is convertible into shares of common stock at a conversion price $.05 per share and bears interest at 7% per annum. The Company determined that Cobrador 2 had a beneficial conversion feature based on the difference between the conversion price and the market price on the date of issuance and allocated $87,043 as debt discount representing the beneficial conversion feature which was fully amortized at December 31, 2017. During December 2017, the Company issued a Senior Convertible Note in the amount of $25,000 to Cobrador. The note bears interest at 7%, is due in December 2019, and is convertible into common shares at a conversion price of $0.05 per share. In addition, in conjunction with this note, the Company issued 500,000 warrants to purchase common shares at $0.05 with a contractual term of 5 years. The estimated value of the warrants was determined to be $1,421 and was recorded as interest expense during 2017 and a warrant liability due to the down round provision in the note agreement. At June 30, 2018 and December 31, 2017, the Cobrador notes had a carrying value of $442,916 and $443,804, net of discount of $888 and $1,421, respectively. Promissory Notes Payable During 2014, the Company issued an unsecured promissory note to a former employee of U-Vend Canada. The original amount of this note was $10,512 has a term of 3 years and accrues interest at 17% per annum. The total principal outstanding on this promissory note at June 30, 2018 and December 31, 2017 was $6,235 and $6,235, respectively. During the six months ended June 30, 2018 and 2017, the Company borrowed $79,278 and $12,300, respectively, pursuant to a series of promissory notes from the same lender. All of the notes bear interest at a rate of 19% per annum, and are payable together with interest over a period of six (6) months from the date of borrowing. The Company repaid $29,546 and $17,233 during the six months ended June 30, 2018 and 2017, respectively, and the balance outstanding on these notes at June 30, 2018 and December 31, 2017, was $65,799 and $16,067, respectively. During the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $80,000. The promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default as defined therein and were due at various due dates in May and September 2017. The due dates of both notes were extended to December 31, 2018. As of June 30, 2018 and December 31, 2017, the balance outstanding on these notes was $80,000. In December 2017, the Company issued promissory notes in the aggregate principal balance of $28,000 to Cobrador, a related party. The notes accrue interest at 7% and have a two-year term. As of June 30, 2018 and December 31, 2017, the balance outstanding on these notes was $28,000. On November 8, 2017, the Company issued a convertible promissory note (the “Note”) in the principal amount of $50,000 with net proceeds of $47,000. The Note bears interest at the rate of 12% per annum, has a nine-month maturity, and includes prepayment interest fees increasing based on the prepayment date from 15-40% of the principal amount if the Note is repaid prior to 181 days following the issuance date. There is no right to prepay the Note after the 180th day of issuance. The Note becomes convertible 180 days following the issuance date and the conversion price for the Note is equal to a 39% discount to the average of the two lowest closing bid prices of the Company’s common stock during the 15-trading day period prior to conversion. Conversion of the Note is restricted in the event the number of shares of common stock beneficially held by the note holder and its affiliates in the aggregate after such conversion exceeds 4.99% of the then outstanding shares of common stock. As of December 31, 2017, the note had a carrying value of approximately $47,000. The Company repaid $64,164 including principal and interest on the Note in February 2018. On April 13, 2018, the Company issued a promissory note in the principal amount of 115,000. This note bears interest at the rate of 7% per annum, due on June 30, 2018. The Company repaid $60,000 during the six months ended June 30, 2018, and the balance outstanding on this note at June 30, 2018, was $55,000. In October 2014, January 2015 and October 2015, the Company entered into three (3) separate 24-month equipment financing agreements (the “Agreements”) with Perkin Industries, LLC (“Perkin”) for equipment in the aggregate amount of $387,750 with an annual interest rate of 15%. The assets financed consisted of self-service electronic kiosks placed in service in the Company’s Southern California region. The Company is obligated to make monthly interest only payments in accordance with the Agreements. The Agreements include a put/call option at the end of year one and the end of year two. Neither of these options were exercised. During 2017 $100,000 was paid down on the notes, and the carrying value as of June 30, 2018 and December 31, 2017 was $287,750. Pursuant to the Agreements Perkins received a warrant to purchase an aggregate of 310,200 shares at an exercise price of $0.35 per share with a contractual term of three (3) years. The warrant was recorded as a debt discount and a warrant liability in the aggregate amount of $3,708 due to the down round provision, pursuant which the exercise price of the warrants was revised to $0.26 at December 31, 2016. In October 2016, the Company and Perkins agreed to extend the termination date of two of the Agreements to October 17, 2017 and January 5, 2018. In consideration of this extension, the Company issued an additional 200,000 warrants with an exercise price of $0.05 per share and a five-year contractual term. The fair value of the warrants was not material and was charged to operations in the accompanying statement of operations for the year ended December 31, 2016. During the six months ended June 30, 2018 the Agreements were purchased by a third party and the terms are unchanged. Convertible Notes Payable 2014 Stock Purchase Agreement In 2014 and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8) convertible notes in the aggregate face amount of $146,000 due at various dates between August 2015 and March 2016. The principal on these notes is due at the holder’s option in cash or common shares at a conversion rate of $0.30 per share. In connection with these borrowings the Company granted a total of 360,002 warrants with an exercise price of $0.35 per share and a 5 year contractual term. The warrants issued have a down round provision and as a result are classified as a liability in the accompanying consolidated balance sheets. Pursuant to the down round provision, the exercise price of the warrants was reduced $0.22 at December 31, 2016. During 2017 the Company repaid one of the notes in the amount of $50,000. On May 1, 2018, the Company granted 1,000,000 warrants with an exercise price of $0.15 per share and a 5 year contractual term, valued at $2,841, which was recorded as debt discount. As of June 30, 2018 and December 31, 2017, outstanding balances of these notes were $166,000. The Company and Cobrador held three of the convertible notes in the aggregate face amount of $45,000, and agreed to extend the repayment date to November 17, 2020. The Company and Cobrador extended the due date to December 31, 2018 on notes totaling $25,000, and the Company agreed to a revised conversion price of $.05 per share and a revised exercise price of $0.07 per share. The change in the value of warrants was not material and was charged to operations during the year ended December 31, 2017. 2015 Stock Purchase Agreement During the year ended December 31, 2015, the Company issued eleven subordinated convertible notes bearing interest at 9.5% per annum with an aggregate principal balance of $441,000 pursuant to the 2015 Stock Purchase Agreement (the “2015 SPA”).The notes were due in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $0.30 per share The conversion rate was later revised to $0.05 due to down round provisions contained in the 2015 SPA, and the due date was extended to November 17, 2020. In connection with these borrowings, the Company issued a warrant to purchase 735,002 shares of the Company’s common stock at an exercise price of $0.40 per share and a 5 year contractual term. The exercise price was later revised to $0.22 per share pursuant to the down round provisions in the 2015 SPA. The Company allocated $8,113 of proceeds received to debt discount based on the computed fair value of the convertible notes and warrants issued. During the year ended December 31, 2016, the noteholder converted one note in the face amount of $35,000 into 700,000 shares of common stock. As of June 30, 2018 and December 31, 2017, the 2015 SPA had a balance of $406,000. The debt discount was fully amortized as of December 31, 2016. 2016 Stock Purchase Agreement On June 30, 2016, the Company entered into the 2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued five convertible notes in the aggregate principal amount of $761,597. The 2016 SPA notes are due in November 2020 and bear interest at 9.5% per annum. The notes are convertible into shares of common stock at a conversion price of $0.17 per share. With this note, the Company satisfied its obligations for: previously issued promissory notes of $549,000, accrued interest of $38,615, lease principal installments of $47,466, previously accrued registration rights penalties of $22,156, due to a former officer of $81,250, and additional interest, expenses, fine and penalties of $23,110 through the issuance of 2016 SPAs. The Company charged additional interest, expenses, fines and penalties $23,110 to operations as amortization of debt discount and deferred financing costs during the year ended December 31, 2016. In connection with the 2016 SPA, the Company granted a total of 2,239,990 warrants with an exercise price of $0.30 per share which was later revised to $0.05 per share due to down round provisions, with a 5 year contractual life. The Company allocated $19,242 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount is as a warrant liability due to the down round provision in the warrants. As of June 30, 2018 and December 31, 2017, the 2016 SPA had a face value of $761,597 and a carrying value of $761,597 and $756,786, respectively. Other 2016 Financings During the year ended December 31, 2016, the Company issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate principal amount of $115,000. The Cobrador 2016 Notes, to a related party, have a 2 year term, bear interest at 9.5% per annum, and are convertible into shares of common stock at a conversion price of $0.17 per share. The conversion price was subsequently revised to $0.05 per the down round provisions and the maturity date was extended to September 26, 2021. In connection with the Cobrador 2016 Notes, the Company granted a total of 338,235 warrants with an exercise price of $0.30 per share which was subsequently revised to $0.05 per share due to down round provisions with a 5 year contractual term. The Company allocated $1,994 to debt discount based on the computed fair value of the convertible notes and warrants issued, and classified the debt discount as a warrant liability due to the down round provision in the warrants. As of June 30, 2018 and December 31, 2017, the Cobrador 2016 Notes had a carrying value of $115,000 and $114,500, respectively. During the fourth quarter of 2016, the Company issued three additional convertible notes in the aggregate principal amount of $250,000. The notes have a 2 year term, bear interest at 9.5% per annum and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with these borrowings, the Company granted warrants to purchase 5,000,000 shares of common stock with an exercise price of $0.07 per share. The Company allocated $27,585 to debt discount based on the computed fair value of the convertible notes and warrants issued, and the debt discount is classified as a warrant liability due to the down round provision in the warrants. As of June 30, 2018 the carrying value of the note was $241,944 and $238,046 as of December 31, 2017. 2017 Financings During the year ended December 31, 2017, the Company entered into nineteen separate convertible notes agreements (the “2017 Convertible Notes)” in the aggregate principal amount of $924,282. The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5%, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2017 Convertible Notes, the Company issued a total of 16,537,926 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $59,403 to a debt discount based on the computed fair value of the convertible notes and warrants issued, and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the six months ended June 30, 2018, the Company amortized $9,292 of debt discount resulting in unamortized debt discount of $35,321 and carrying value of $888,961 at June 30, 2018. The carrying value of the notes at December 31, 2017 was $878,668. 2018 Financings During the six months ended June 30, 2018, the Company entered into nine separate convertible notes agreements (the “2018 Convertible Notes)” in the aggregate principal amount of $340,000. The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2018 Convertible Notes, the Company issued a total of 6,800,000 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $22,161 to a debt discount based on the computed fair value of the convertible notes and warrants issued, and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the six months ended June 30, 2018, the Company amortized $4,830 of debt discount resulting in an unamortized debt discount of $17,331 and carrying value of $322,669 at June 30, 2018. Other 2018 Financings On January 26, 2018, the Company entered into a convertible note agreement in the amount of $78,750, with original discount of $3,750, bearing an annual interest rate of 8%. The note is convertible into common stock at a conversion price of $0.07 per share. During six months ended June 30, 2018, the Company amortized $1,563 of debt discount resulting in unamortized debt discount of $3,125 and carrying value of $76,563 at June 30, 2018. Scheduled maturities of debt remaining as of March 31, 2018 for each respective fiscal year end are as follows: 2018 $ 1,312,588 2019 1,028,032 2020 1,552,597 2021 115,000 4,008,217 Less: unamortized debt discount (63,783 ) $ 3,944,434 |
Related Party Debt
Related Party Debt | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Debt | Note 7 – Related Party Debt Mr. Graber, the Company’s Chief Executive Officer, is affiliated with Cobrador Multi-Strategy Partners LP (Cobrador), and Cobrador has provided significant financing to the Company. As of June 30, 2018, the Company had $1,517,591 in aggregate face amount due pursuant to Senior Convertible Notes, Convertible Notes and Promissory Note, net of unamortized discount of $4,186 with $1,513,405 carrying value. During the six months ended June 30, 2018 and 2017, the Company incurred approximately $67,000 of interest expense for the borrowing from Cobrador. |
Capital Lease Obligations
Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Capital Lease Obligations | Note 8 – Capital Lease Obligations The Company acquired capital assets under capital lease obligations. Pursuant to the agreement with the lessor, the Company makes quarterly lease payments and will make a guaranteed residual payment at the end of the lease as summarized below. At the end of the lease, the Company will own the equipment. In August 2016, the Company and the lessor agreed to extend the term of the lease until December 31, 2018. As a consideration of the extension, the Company issued warrants to acquire 150,000 shares of common stock. The warrants have an exercise price of $0.30 per share, a term of three years, and were recorded as a debt discount and warrant liability due to the down round provision and as such are marked to market each reporting period. The following schedule provides minimum future rental payments required as of June 30, 2018, under the current portion of capital leases. 2018 $ 83,398 2019 83,043 2020 83,043 2021 37,609 2022 20,160 2023 7,165 Total minimum lease payments 314,418 Guaranteed residual value 120,668 435,086 Less: Amount represented interest (74,865 ) Present value of minimum lease payments and guaranteed residual value $ 360,221 Equipment held under capital leases at June 30, 2018 had a cost of $694,400 and accumulated depreciation of $306,000. Equipment held under capital leases at December 31, 2017 had a cost of $465,500 and accumulated depreciation of $267,000. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Capital Stock | Note 9 – Capital Stock The Company has authorized 600,000,000 shares of common stock. During the six months ended June 30, 2018, the Company issued 825,000 shares of common stock with a fair value of $27,410 for services rendered. During the six months ended June 30, 2018, the Company issued 3,186,667 shares of common stock for $278,000 upon exercise of warrants. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | Note 10 – Stock Options and Warrants Warrants At June 30, 2018 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2013 Series A warrants-Senior Convertible Notes 3,000,000 $ 0.05 December 2019 2013 Series B warrants-Senior Convertible Notes 6,000,000 $ 0.06 December 2019 2014 Series A warrants -Senior Convertible Notes 6,000,000 $ 0.05 December 2019 2014 Series B warrants -Senior Convertible Notes 6,000,000 $ 0.06 January - December 2019 2014 Warrants for services 656,364 $ 0.22 August - December 2019 2014 Warrants for services 1,072,000 $ 0.06 June - December 2018 2014 Warrants- 2014 SPA convertible debt 208,334 $ 0.22 August 2019 2014 Warrants - 2014 SPA convertible debt 35,000 $ 0.05 October - November 2019 2015 Warrants - 2014 SPA convertible debt 116,668 $ 0.22 January - March 2020 2015 Warrants - convertible financing obligation 57,600 $ 0.26 October 2018 2015 Warrants - 2015 SPA convertible debt 735,002 $ 0.22 April - November 2020 2015 Warrants for services 407,067 $ 0.22 April - November 2020 2015 Warrants issued in exchange for equipment 318,182 $ 0.22 January 2020 2016 Warrants - 2016 SPA convertible debt 2,239,990 $ 0.05 June 2021 2016 Warrants for services 850,000 $ 0.05 June 2021 2016 Warrants - lease extension 150,000 $ 0.05 August 2019 2016 Warrants - Convertible notes 338,236 $ 0.05 August - September 2021 2016 Warrants for services 200,000 $ 0.07 October 2019 2016 Warrants - lease extension 200,000 $ 0.05 October 2021 2016 Warrants issued with Convertible Notes 5,000,000 $ 0.07 November -December 2021 2017 Warrants – 2017 financing 15,109,354 $ 0.07 December 2022 2018 Warrants – 2018 financing 6,041,905 $ 0.07 January - March 2023 Total 54,735,702 A summary of all warrants activity for the six months ended June 30, 2018 is as follows: Number of Warrants Weighted Average Exercise Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 50,299,469 $ 0.07 2.71 Granted 7,800,000 $ 0.08 4.73 Exercised (3,186,667 ) $ 0.09 4.73 Forfeited - - - Expired (177,100 ) $ 2.23 - Balance outstanding at June 30, 2018 54,735,702 $ 0.07 2.74 Exercisable at June 30, 2018 54,735,702 $ 0.07 2.74 The following table provides a summary of changes in the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2018 and 2017. June 30, December 31, 2017 Balance at beginning of period $ 121,860 $ 184,680 Fair value of warrants issued and recorded as liabilities 27,699 59,043 Gain on fair value adjustment - (121,863 ) Balance at end of period $ 149,559 $ 121,860 The fair value of warrants outstanding at June 30, 2018 and December 31, 2017 has been determined based on the consideration of the enterprise value of the Company, the limited market of the shares issuable under the agreement and modeling of the Monte Carlo simulation using multiple volatility assumptions. Warrants issued in and prior to 2012 are significantly out of the money and diluted therefore, management has deemed the fair value of these to be minimal. Equity Incentive Plan On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan. The total number of shares of common stock available for issuance under the Plan is 5,000,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan. A summary of all stock option activity for the six months ended June 30, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 3,155,100 $ 0.25 2.5 Granted - - - Exercised - - - Cancelled or expired - - - Balance outstanding at June 30, 2018 3,155,100 $ 0.25 2.0 Exercisable at June 30, 2018 3,149,267 $ 0.25 2.0 Stock-based compensation related to vested options totaled $128 and $67,786 for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, there was $192 of unrecognized compensation cost related to unvested options. This cost is expected to be recognized over a weighted average period of approximately one year. In 2015, the Company granted 500,000 restricted shares with a three-year vesting period to an officer. During the second quarter of 2017, upon the departure of the officer from the Company, the Board of Directors accelerated his vesting such that all shares were vested on his departure date. During the six months ended June 30, 2018 and 2017, $18,334 and $12,222, respectively, was charged to operations as stock-based compensation costs for the restricted shares granted. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies National Hockey League Retail License and Sponsorship Agreement On February 27, 2015 BoxScore announced a multi-year, Corporate Marketing Letter Agreement (the “NHL Agreement”) with the National Hockey League. The NHL Agreement includes the usage of NHL® team branded marks on the Company’s Frozen Pond Premium Ice Cream™ for the period commencing March 1, 2015 through June 30, 2020 in retail distributions including mass merchants, specialty shops, convenience stores and in the Company’s specialty kiosks in North America. The Company entered into the NHL Agreement with NHL Enterprises, L.P, NHL Enterprises Canada, L.P. and NHL Interactive Cyber Enterprises, LLC (collectively referred to as the “NHL” and the “Licensors”) and includes a retail license agreement, a corporate sponsorship and a marketing agreement. In connection with the Agreement, the Company shall pay to the NHL a royalty payment of five percent (5%) on net sales as well as fees attributable to national advertising, promotion and corporate marketing and branding events. The Agreement also provides for customary representations, warranties, and indemnification from the parties. The Company has not shipped product to date under the license. During the six months ended June 30, 2018, the Company and NHL agreed to terminate the NHL Agreement forgiving the Company CAD3,450,000 in outstanding obligations under the Sponsorship Agreement, in return the Company agreed to pay the NHL an amount equal to one percent (1%) of the Company’s net sales of certain products as defined under the agreement (the ‘Consideration’). The products include several types of frozen goods that bear the logo or other markings of sports or entertainment brands. This Consideration is to be paid to the NHL quarterly in arrears through the quarter ended June 30, 2026, or until the Company has paid USD1,600,000 in the aggregate from the date of the agreement. The $1,600,000 is a royalty payment due to the NHL based on future sales. The Company recorded $2,674,419 in gain on settlement of liabilities. Major League Baseball Properties, Inc. License Agreement In March, 2016 the Company entered into a license agreement beginning April 1, 2016 through December 31, 2019 with Major League Baseball Properties, Inc. (“MLB” “Licensor”) for the non-exclusive right to certain proprietary intangible property of the Licensor to be used in connection with the manufacturing, distribution, promotion and advertisement of the Company’s products sold within the U.S., the District of Columbia and U.S. territories. Under the license agreement, the Company is scheduled to pay the following guaranteed payments; $150,000 during 2016, $275,000 during 2017, $100,000 during 2018, and $115,000 during 2019. The Company is obligated to pay the licensor a royalty based on the product sold or advertising sold. The royalty paid will offset all or a portion of the guaranteed payments. The agreement is subject to customary default and termination clauses. The Company paid $222,000 and $48,000 during the six months ended June 30, 2018 and 2017, respectively, and has accrued $50,000 at June 30, 2018, and $222,000 as of December 31, 2017, and charged to operations $50,000 and $137,500 of guaranteed payments related to the six months ended June 30, 2018 and 2017, respectively. Operating Lease Obligations As of June 30, 2018, the Company has two operating lease agreements for office and warehouse space, one in southern California and one in Las Vegas. During the six months ended June 30, 2018, the lease for the California warehouse was extended for an additional term of one year until February 2019 with a base rent of $2,830 a month. The lease for the warehouse in Las Vegas is for a term of 25 months commencing in February 2016 and provides for a base rent of $1,072 with scheduled increases. On March 1, 2018, the Company renewed its lease on the property for a period of twelve months for a base rent of $1,272. The Company also has two vehicle leases for use in product distribution and sales efforts. The vehicle leases expire in October 2017 and June 2021 and require a monthly payment of $1,063. Rent expense amounted to $26,158 and $23,752 during the six months ended June 30, 2018 and 2017, respectively. The aggregate rental commitments for the leases at June 30, 2018 is: 2018 22,666 2019 8,204 Total $ 30,870 In addition, the Company entered into a short term operating lease during the three months ended June 30, 2018 in Southern California. The lease is for a term of three months ending August 2018 at which point the lease becomes month to month. The Company is currently paying $845 per month in base rent for this lease. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Subsequent to June 30, 2018, the Company entered into a revenue advance agreement whereby it agreed to repay $187,500 and was loaned $150,000 less a $3,000 loan fee for net proceeds of $147,000. The facility charges 13% interest and self-liquidates through the collection of accounts receivable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. The balance sheet at December 31, 2017, has been derived from the Company’s audited consolidated financial statements as of that date. The unaudited consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, that was filed with the SEC on September 4, 2018. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year or any further periods. The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, accounts payable, accrued expenses, derivative warrant liabilities, promissory notes payable, capital lease obligation, convertible notes payables, and senior convertible notes payable. Fair values were assumed to approximate carrying values for these financial instruments, except for derivative warrant liabilities, convertible notes payable and senior convertible notes payable, since they are short term in nature or they are payable on demand. The senior convertible notes and the convertible notes payable are recorded at face value net of any unamortized discounts, based upon the number of underlying convertible shares. The estimated fair value of the convertible notes is determined based on the trading price on June 30, 2018 since the underlying shares are trading in an active observable market, the fair value measurement qualifies as a Level 1 input. The determination of the fair value of the derivative warrant liabilities include unobservable inputs and is therefore categorized as a Level 3 measurement. Changes in unobservable inputs may result in significantly higher or lower fair value measurement. The carrying value of the short-term instruments approximates their fair values at March 31, 2018 and December 31, 2017 due to their short-term nature. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 820 “Fair Value Measurement” establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Income Taxes | Income Taxes The Company has approximately $8 million in federal net operating loss carryforwards (“NOLs”) available to reduce future taxable income, which will expire at various dates from 2029 through 2037. The Company also has approximately $8.9 million of gross state NOLs that will expire at various dates from 2021 and 2037. As these NOL’s were generated prior to the enactment of H.R. 1 (“Tax Cuts and Jobs Act” or “TCJA”) they are eligible to fully offset taxable income. While the company generated taxable income due to the extinguishment of certain liabilities, it is not expected to reoccur. Therefore, due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the NOLs before they expire, the Company has maintained a full valuation allowance against its deferred tax assets accordingly. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, the Company adopted FASB ASC 606, "Revenue from Contracts with Customers" and all related amendments for all contracts using the modified retrospective method. There was no impact upon the adoption of ASC 606. The Company has determined that the adoption of this standard did not require a cumulative effect adjustment. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company has 139 and 144 electronic kiosks installed in the southern California and Las Vegas areas from which it generated revenue during the six month periods ended June 30, 2018 and 2017, respectively. Revenue is recognized at the time each vending transaction occurs, the payment method is approved, and the product is disbursed from the machine. Wholesale revenues, including revenue earned under contracts with major sports organizations, are recognized at the time the products are delivered to the customer based on the agreement with the customer. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies the treatment of several types of cash receipts and payments for which there was diversity in practice. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company has evaluated the impact of the adoption of this standard had on the consolidated financial statements and related disclosures and determined the effective was not material. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements and does not anticipate a material impact to its financial statements. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11).” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, 2017 Electronic kiosks and vending machines $ 1,355,170 $ 1,091,345 Delivery vans 21,700 21,700 Less: accumulated depreciation (615,350 ) (518,809 ) Total $ 761,520 $ 594,236 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, 2017 Operating agreement $ 434,000 $ 434,000 App development 22,888 - Less: accumulated amortization (390,599 ) (347,199 ) Total $ 66,289 $ 86,801 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of debt | 2018 $ 1,312,588 2019 1,028,032 2020 1,552,597 2021 115,000 4,008,217 Less: unamortized debt discount (63,783 ) $ 3,944,434 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of minimum future rental payments | 2018 $ 83,398 2019 83,043 2020 83,043 2021 37,609 2022 20,160 2023 7,165 Total minimum lease payments 314,418 Guaranteed residual value 120,668 435,086 Less: Amount represented interest (74,865 ) Present value of minimum lease payments and guaranteed residual value $ 360,221 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of outstanding warrant securities | Warrants Exercise Price Expiration 2013 Series A warrants-Senior Convertible Notes 3,000,000 $ 0.05 December 2019 2013 Series B warrants-Senior Convertible Notes 6,000,000 $ 0.06 December 2019 2014 Series A warrants -Senior Convertible Notes 6,000,000 $ 0.05 December 2019 2014 Series B warrants -Senior Convertible Notes 6,000,000 $ 0.06 January - December 2019 2014 Warrants for services 656,364 $ 0.22 August - December 2019 2014 Warrants for services 1,072,000 $ 0.06 June - December 2018 2014 Warrants- 2014 SPA convertible debt 208,334 $ 0.22 August 2019 2014 Warrants - 2014 SPA convertible debt 35,000 $ 0.05 October - November 2019 2015 Warrants - 2014 SPA convertible debt 116,668 $ 0.22 January - March 2020 2015 Warrants - convertible financing obligation 57,600 $ 0.26 October 2018 2015 Warrants - 2015 SPA convertible debt 735,002 $ 0.22 April - November 2020 2015 Warrants for services 407,067 $ 0.22 April - November 2020 2015 Warrants issued in exchange for equipment 318,182 $ 0.22 January 2020 2016 Warrants - 2016 SPA convertible debt 2,239,990 $ 0.05 June 2021 2016 Warrants for services 850,000 $ 0.05 June 2021 2016 Warrants - lease extension 150,000 $ 0.05 August 2019 2016 Warrants - Convertible notes 338,236 $ 0.05 August - September 2021 2016 Warrants for services 200,000 $ 0.07 October 2019 2016 Warrants - lease extension 200,000 $ 0.05 October 2021 2016 Warrants issued with Convertible Notes 5,000,000 $ 0.07 November -December 2021 2017 Warrants – 2017 financing 15,109,354 $ 0.07 December 2022 2018 Warrants – 2018 financing 6,041,905 $ 0.07 January - March 2023 Total 54,735,702 |
Schedule of all warrants activity | Number of Warrants Weighted Average Exercise Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 50,299,469 $ 0.07 2.71 Granted 7,800,000 $ 0.08 4.73 Exercised (3,186,667 ) $ 0.09 4.73 Forfeited - - - Expired (177,100 ) $ 2.23 - Balance outstanding at June 30, 2018 54,735,702 $ 0.07 2.74 Exercisable at June 30, 2018 54,735,702 $ 0.07 2.74 |
Schedule of changes in the warrant liabilities measured at fair value on a recurring basis | June 30, December 31, 2017 Balance at beginning of period $ 121,860 $ 184,680 Fair value of warrants issued and recorded as liabilities 27,699 59,043 Gain on fair value adjustment - (121,863 ) Balance at end of period $ 149,559 $ 121,860 |
Schedule of all stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2017 3,155,100 $ 0.25 2.5 Granted - - - Exercised - - - Cancelled or expired - - - Balance outstanding at June 30, 2018 3,155,100 $ 0.25 2.0 Exercisable at June 30, 2018 3,149,267 $ 0.25 2.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate rental commitments | 2018 22,666 2019 8,204 Total $ 30,870 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Summary of Significant Accounting Policies (Textual) | |
Federal net operating loss carryforwards | $ 8,000 |
Gross state net operating loss carryforwards | $ 8,900 |
Description of net operating loss carryforwards | The Company has approximately $8 million in federal net operating loss carryforwards (“NOLs”) available to reduce future taxable income, which will expire at various dates from 2029 through 2037. The Company also has approximately $8.9 million of gross state NOLs that will expire at various dates from 2021 and 2037. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Going Concern (Textual) | |||||
Net loss | $ 1,965,768 | $ (666,409) | $ 1,052,664 | $ (1,297,370) | |
Accumulated losses | $ (10,565,547) | $ (10,565,547) | $ (11,618,211) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Less: accumulated depreciation | $ (615,350) | $ (518,809) | |
Total | $ 761,520 | 594,236 | |
Electronic kiosks and vending machines [Member] | |||
Property and equipment, gross | $ 1,355,170 | 1,091,345 | |
Delivery vans [Member] | |||
Property and equipment, gross | $ 21,700 | $ 21,700 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 96,541 | $ 84,196 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Operating agreement | $ 434,000 | $ 434,000 |
App development | 22,888 | |
Less: accumulated amortization | (390,599) | (347,199) |
Total | $ 66,289 | $ 86,801 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 43,400 | $ 43,400 |
Debt (Details)
Debt (Details) | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 1,312,588 |
2,019 | 1,028,032 |
2,020 | 1,552,597 |
2,021 | 115,000 |
Total | 4,008,217 |
Less: unamortized debt discount | (63,783) |
Debt, net | $ 3,944,434 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2016 | |
Debt (Textual) | ||||
Debt discount | $ 63,783 | |||
Senior Convertible Notes [Member] | ||||
Debt (Textual) | ||||
Principal amount | $ 310,000 | |||
Maturity date | Dec. 31, 2017 | |||
Interest rate | 7.00% | |||
Conversion price | $ 0.05 | |||
Debt discount | $ 1,421 | 888 | ||
Carrying value | 443,804 | $ 442,916 | ||
Convertible note issued | $ 25,000 | |||
Senior Convertible Notes [Member] | Cobrador 2 [Member] | ||||
Debt (Textual) | ||||
Maturity date | Dec. 31, 2018 | |||
Interest rate | 7.00% | |||
Additional face amount | $ 108,804 | |||
Interest, fees and penalties amount | $ 72,734 | |||
Conversion price | $ 0.05 | |||
Debt discount | $ 87,043 | |||
Senior Convertible Notes [Member] | Warrant [Member] | ||||
Debt (Textual) | ||||
Warrants issued | 500,000 | |||
Purchase common shares, per share | $ 0.05 | |||
Terms | 5 years | |||
Interest expense and warrant liability | $ 1,421 |
Debt (Details Textual 1)
Debt (Details Textual 1) - USD ($) | Nov. 08, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Apr. 30, 2018 |
Debt (Textual) | |||||||
Repayment of amount | $ 60,000 | ||||||
Note payable, outstanding | 55,000 | ||||||
Long term debt carrying value | 3,944,434 | ||||||
Cobrador 1 [Member] | |||||||
Debt (Textual) | |||||||
Promissory note, outstanding | 28,000 | $ 28,000 | |||||
Convertible promissory note [Member] | |||||||
Debt (Textual) | |||||||
Interest rate | 12.00% | ||||||
Repayment of amount | $ 64,164 | ||||||
Principal amount | $ 50,000 | ||||||
Interest fees, description | The Note bears interest at the rate of 12% per annum, has a nine-month maturity, and includes prepayment interest fees increasing based on the prepayment date from 15-40% of the principal amount if the Note is repaid prior to 181 days following the issuance date. | ||||||
Conversion of stock, description | There is no right to prepay the Note after the 180th day of issuance. The Note becomes convertible 180 days following the issuance date and the conversion price for the Note is equal to a 39% discount to the average of the two lowest closing bid prices of the Company’s common stock during the 15-trading day period prior to conversion. Conversion of the Note is restricted in the event the number of shares of common stock beneficially held by the note holder and its affiliates in the aggregate after such conversion exceeds 4.99% of the then outstanding shares of common stock. | ||||||
Net proceeds | $ 47,000 | ||||||
Long term debt carrying value | $ 47,000 | ||||||
Promissory notes [Member] | |||||||
Debt (Textual) | |||||||
Term | 2 years | ||||||
Percentage of accrues interest | 7.00% | ||||||
Promissory note, outstanding | 80,000 | $ 80,000 | |||||
Borrowed amount | $ 79,278 | $ 12,300 | |||||
Interest rate | 19.00% | 19.00% | |||||
Repayment of amount | $ 29,546 | $ 17,233 | |||||
Principal amount | 65,799 | $ 16,067 | |||||
Conversion price | $ 28,000 | ||||||
Promissory Notes Payable [Member] | |||||||
Debt (Textual) | |||||||
Original amount | $ 10,512 | ||||||
Term | 3 years | ||||||
Percentage of accrues interest | 17.00% | ||||||
Promissory note, outstanding | $ 6,235 | $ 6,235 | |||||
Interest rate | 7.00% | ||||||
Principal amount | $ 115,000 | ||||||
Two unsecured promissory notes [Member] | |||||||
Debt (Textual) | |||||||
Borrowed amount | $ 80,000 | ||||||
Interest rate | 10.00% |
Debt (Details Textual 2)
Debt (Details Textual 2) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 | |
Debt (Textual) | ||||
Long term debt carrying value | $ 3,944,434 | |||
24-month equipment financing agreements [Member] | ||||
Debt (Textual) | ||||
Interest rate of debt | 15.00% | |||
Long term debt carrying value | $ 287,750 | $ 287,750 | ||
Notes payable | $ 100,000 | |||
Warrant to purchase an aggregate shares | 310,200 | |||
Warrants exercise price | $ 0.05 | $ 0.35 | ||
Warrants term | 5 years | 3 years | ||
Warrant liability | $ 3,708 | |||
Revised warrant exercise price | $ 0.26 | |||
Warrants granted with debt, shares | 200,000 | |||
Principal amount | $ 387,750 |
Debt (Details Textual 3)
Debt (Details Textual 3) | May 01, 2018USD ($)$ / sharesshares | Jun. 30, 2016USD ($)Number$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Debt (Textual) | ||||||
Long term debt carrying value | $ 3,944,434 | |||||
Debt instrument discount | 63,783 | |||||
2016 Stock Purchase Agreement [Member] | ||||||
Debt (Textual) | ||||||
Principal amount | $ 761,597 | 761,597 | $ 761,597 | |||
Debt conversion price | $ / shares | $ 0.17 | |||||
Warrants granted with debt, shares | shares | 2,239,990 | |||||
Warrants exercise price | $ / shares | $ 0.30 | |||||
Warrants term | 5 years | |||||
Long term debt carrying value | $ 761,597 | 756,786 | ||||
Revised warrant exercise price | $ / shares | $ 0.05 | |||||
Debt convertible notes, aggregate amount | $ 549,000 | |||||
Debt conversion issuance date | Nov. 30, 2020 | |||||
Note bears interest of debt | 9.50% | |||||
Accrued interest | $ 38,615 | |||||
Debt instrument discount | 19,242 | |||||
Lease principal installments | 47,466 | |||||
Accrued registration rights penalties | 22,156 | |||||
Due to former office | 81,250 | |||||
Additional interest, expenses, fine and penalties | $ 23,110 | $ 23,110 | ||||
Number of convertible notes issued | Number | 5 | |||||
2014 Stock Purchase Agreement [Member] | ||||||
Debt (Textual) | ||||||
Principal amount | $ 146,000 | |||||
Debt conversion price | $ / shares | $ 0.05 | $ 0.30 | ||||
Warrants granted with debt, shares | shares | 1,000,000 | 360,002 | ||||
Warrants exercise price | $ / shares | $ 0.15 | $ 0.22 | $ 0.35 | |||
Warrants term | 5 years | 5 years | ||||
Issued convertible notes shares | shares | 8 | |||||
Notes payable | $ 25,000 | 50,000 | ||||
Long term debt carrying value | $ 2,841 | $ 166,000 | 166,000 | |||
Revised warrant exercise price | $ / shares | $ 0.07 | |||||
Debt convertible notes, aggregate amount | $ 45,000 | |||||
Debt conversion issuance date | Nov. 17, 2020 | |||||
2015 Stock Purchase Agreement [Member] | ||||||
Debt (Textual) | ||||||
Principal amount | $ 441,000 | |||||
Debt conversion price | $ / shares | $ 0.05 | $ 0.30 | ||||
Warrants exercise price | $ / shares | $ 0.40 | |||||
Warrants term | 5 years | |||||
Revised warrant exercise price | $ / shares | $ 0.22 | |||||
Debt conversion issuance date | Nov. 17, 2020 | |||||
Note bears interest of debt | 9.50% | |||||
Proceeds allocated to debt discount | $ 8,113 | |||||
Common stock issued upon conversion of debt | $ 35,000 | |||||
Common stock issued upon conversion of debt, shares | shares | 700,000 | |||||
Amortization of debt discount | $ 406,000 | $ 406,000 |
Debt (Details Textual 4)
Debt (Details Textual 4) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)Number$ / sharesshares | Dec. 31, 2017USD ($)Number$ / sharesshares | Dec. 31, 2016USD ($)Number$ / sharesshares | Jan. 26, 2018USD ($)$ / shares | |
Debt (Textual) | ||||
Debt instrument discount | $ 63,783 | |||
Long term debt carrying value | 3,944,434 | |||
Cobrador 2016 Notes [Member} | ||||
Debt (Textual) | ||||
Principal amount | $ 115,000 | |||
Debt term | 2 years | |||
Interest rate | 9.50% | |||
Conversion price | $ / shares | $ 0.17 | |||
Revised warrant exercise price | $ / shares | $ 0.05 | |||
Debt maturity date | Sep. 26, 2021 | |||
Warrants granted with debt, shares | shares | 338,235 | |||
Warrants exercise price | $ / shares | $ 0.30 | |||
Warrants term | 5 years | |||
Debt instrument discount | $ 1,994 | |||
Long term debt carrying value | 115,000 | $ 114,500 | ||
Number of convertible notes | Number | 4 | |||
Common stock conversion price, revised | $ / shares | $ 0.05 | |||
Other 2016 Financings [Member] | ||||
Debt (Textual) | ||||
Principal amount | $ 250,000 | |||
Debt term | 2 years | |||
Interest rate | 9.50% | |||
Conversion price | $ / shares | $ 0.05 | |||
Warrants granted with debt, shares | shares | 5,000,000 | |||
Warrants exercise price | $ / shares | $ 0.07 | |||
Debt instrument discount | $ 27,585 | |||
Long term debt carrying value | 241,944 | 238,046 | ||
Number of convertible notes | Number | 3 | |||
2017 Convertible Notes [Member] | ||||
Debt (Textual) | ||||
Principal amount | $ 924,282 | |||
Debt term | 2 years | |||
Interest rate | 9.50% | |||
Conversion price | $ / shares | $ 0.05 | |||
Warrants granted with debt, shares | shares | 16,537,926 | |||
Warrants exercise price | $ / shares | $ 0.07 | |||
Warrants term | 5 years | |||
Debt instrument discount | $ 59,403 | |||
Long term debt carrying value | 888,961 | 888,961 | ||
Amortization of debt discount | 9,292 | |||
Unamortized debt discount | 35,321 | $ 35,321 | ||
Number of agreements | Number | 19 | |||
2018 Convertible Notes [Member] | ||||
Debt (Textual) | ||||
Principal amount | $ 340,000 | |||
Debt term | 2 years | |||
Interest rate | 9.50% | |||
Conversion price | $ / shares | $ 0.05 | |||
Warrants granted with debt, shares | shares | 6,800,000 | |||
Warrants exercise price | $ / shares | $ 0.07 | |||
Warrants term | 5 years | |||
Debt instrument discount | $ 22,161 | |||
Long term debt carrying value | 322,669 | |||
Amortization of debt discount | 4,830 | |||
Unamortized debt discount | $ 17,331 | |||
Number of agreements | Number | 9 | |||
Other 2018 Financings [Member] | ||||
Debt (Textual) | ||||
Principal amount | $ 78,750 | |||
Interest rate | 8.00% | |||
Interest percentage of common stock | 15.00% | |||
Conversion price | $ / shares | $ 0.07 | |||
Long term debt carrying value | $ 76,563 | |||
Amortization of debt discount | 1,563 | |||
Unamortized debt discount | $ 3,125 | |||
Original discount | $ 3,750 |
Related Party Debt (Details)
Related Party Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Debt (Textual) | ||
Net of unamortized discount | $ 63,783 | |
Cobrador Multi-Strategy Partners LP [Member] | ||
Related Party Debt (Textual) | ||
Aggregate face amount | 1,517,591 | |
Net of unamortized discount | 4,186 | |
Carrying value | 1,513,405 | |
Interest expense | $ 67,000 | $ 67,000 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) | Jun. 30, 2018USD ($) |
Leases [Abstract] | |
2,018 | $ 83,398 |
2,019 | 83,398 |
2,020 | 83,398 |
2,021 | 37,609 |
2,022 | 20,160 |
2,023 | 7,165 |
Total minimum lease payments | 314,418 |
Guaranteed residual value | 120,668 |
Net minimum lease payments | 435,086 |
Less: Amount represented interest | (74,865) |
Present value of minimum lease payments and guaranteed residual value | $ 360,221 |
Capital Lease Obligations (De_2
Capital Lease Obligations (Details Textual) - Capital Lease Obligations [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Lease Obligations (Textual) | ||
Issued warrants to acquire common stock shares | 150,000 | |
Warrants exercise price | $ 0.30 | |
Warrants, term | 3 years | |
Equipment [Member] | ||
Capital Lease Obligations (Textual) | ||
Lease cost | $ 694,400 | $ 465,500 |
Accumulated depreciation | $ 306,000 | $ 267,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Stock (Textual) | ||
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Shares of common stock | 3,186,667 | |
Common stock upon exercise of warrants, value | $ 278,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
2013 Series A warrants - Senior Convertible Notes [Member] | |
Warrants | shares | 3,000,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Dec. 31, 2019 |
2013 Series B warrants - Senior Convertible Notes [Member] | |
Warrants | shares | 6,000,000 |
Exercise Price | $ / shares | $ 0.06 |
Expiration | Dec. 31, 2019 |
2014 Series A warrants - Senior Convertible Notes [Member] | |
Warrants | shares | 6,000,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Dec. 31, 2019 |
2014 Series B warrants - Senior Convertible Notes [Member] | |
Warrants | shares | 6,000,000 |
Exercise Price | $ / shares | $ 0.06 |
2014 Series B warrants - Senior Convertible Notes [Member] | Minimum [Member] | |
Expiration | Jan. 31, 2019 |
2014 Series B warrants - Senior Convertible Notes [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2019 |
2014 Warrants for services [Member] | |
Warrants | shares | 656,364 |
Exercise Price | $ / shares | $ 0.22 |
2014 Warrants for services [Member] | Minimum [Member] | |
Expiration | Aug. 31, 2019 |
2014 Warrants for services [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2019 |
2014 Warrants for services [Member] | |
Warrants | shares | 1,072,000 |
Exercise Price | $ / shares | $ 0.06 |
2014 Warrants for services [Member] | Minimum [Member] | |
Expiration | Jun. 30, 2018 |
2014 Warrants for services [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2018 |
2014 Warrants - 2014 SPA convertible debt [Member] | |
Warrants | shares | 208,334 |
Exercise Price | $ / shares | $ 0.22 |
Expiration | Aug. 31, 2019 |
2014 Warrants - 2014 SPA convertible debt [Member] | |
Warrants | shares | 35,000 |
Exercise Price | $ / shares | $ 0.05 |
2014 Warrants - 2014 SPA convertible debt [Member] | Minimum [Member] | |
Expiration | Oct. 31, 2019 |
2014 Warrants - 2014 SPA convertible debt [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2019 |
2015 Warrants - 2014 SPA convertible debt [Member] | |
Warrants | shares | 116,668 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants - 2014 SPA convertible debt [Member] | Minimum [Member] | |
Expiration | Jan. 31, 2020 |
2015 Warrants - 2014 SPA convertible debt [Member] | Maximum [Member] | |
Expiration | Mar. 31, 2020 |
2015 Warrants - convertible financing obligation [Member] | |
Warrants | shares | 57,600 |
Exercise Price | $ / shares | $ 0.26 |
Expiration | Oct. 31, 2018 |
2015 Warrants - 2015 SPA convertible debt [Member] | |
Warrants | shares | 735,002 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants - 2015 SPA convertible debt [Member] | Minimum [Member] | |
Expiration | Apr. 30, 2020 |
2015 Warrants - 2015 SPA convertible debt [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2020 |
2015 Warrants for services [Member] | |
Warrants | shares | 407,067 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants for services [Member] | Minimum [Member] | |
Expiration | Apr. 30, 2020 |
2015 Warrants for services [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2020 |
2015 Warrants issued in exchange for equipment [Member] | |
Warrants | shares | 318,182 |
Exercise Price | $ / shares | $ 0.22 |
Expiration | Jan. 31, 2020 |
2016 Warrants - 2016 SPA convertible debt [Member] | |
Warrants | shares | 2,239,990 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Jun. 30, 2021 |
2016 Warrants for services [Member] | |
Warrants | shares | 850,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Jun. 30, 2021 |
2016 Warrants - lease extension [Member] | |
Warrants | shares | 150,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Aug. 31, 2019 |
2016 Warrants - Convertible notes [Member] | |
Warrants | shares | 338,236 |
Exercise Price | $ / shares | $ 0.05 |
2016 Warrants - Convertible notes [Member] | Minimum [Member] | |
Expiration | Aug. 31, 2021 |
2016 Warrants - Convertible notes [Member] | Maximum [Member] | |
Expiration | Sep. 30, 2021 |
2016 Warrants for services [Member] | |
Warrants | shares | 200,000 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Oct. 31, 2019 |
2016 Warrants - lease extension [Member] | |
Warrants | shares | 200,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Oct. 31, 2021 |
2016 Warrants issued with Convertible Notes [Member] | |
Warrants | shares | 5,000,000 |
Exercise Price | $ / shares | $ 0.07 |
2016 Warrants issued with Convertible Notes [Member] | Minimum [Member] | |
Expiration | Nov. 30, 2021 |
2016 Warrants issued with Convertible Notes [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2021 |
2017 Warrants - 2017 financing [Member] | |
Warrants | shares | 15,109,354 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Dec. 31, 2022 |
2018 Warrants - 2018 financing [Member] | |
Warrants | shares | 6,041,905 |
Exercise Price | $ / shares | $ 0.07 |
2018 Warrants - 2018 financing [Member] | Minimum [Member] | |
Expiration | Jan. 31, 2023 |
2018 Warrants - 2018 financing [Member] | Maximum [Member] | |
Expiration | Mar. 31, 2023 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details 1) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Warrants | |
Balance outstanding, Beginning | shares | 50,299,469 |
Granted | shares | 7,800,000 |
Exercised | shares | (3,186,667) |
Forfeited | shares | |
Expired | shares | (177,100) |
Balance outstanding, Ending | shares | 54,735,702 |
Exercisable | shares | 54,677,226 |
Weighted Average Exercise Price | |
Balance outstanding, Beginning | $ / shares | $ 0.07 |
Granted | $ / shares | 0.08 |
Exercised | $ / shares | 0.09 |
Forfeited | $ / shares | |
Expired | $ / shares | 2.23 |
Balance outstanding, Ending | $ / shares | 0.07 |
Exercisable | $ / shares | $ 0.07 |
Weighted Average Remaining Contractual Term | |
Balance outstanding, Beginning | 2 years 8 months 16 days |
Granted | 4 years 8 months 23 days |
Exercised | 4 years 8 months 23 days |
Balance outstanding, Ending | 2 years 8 months 26 days |
Exercisable | 2 years 8 months 26 days |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of changes in the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | ||
Balance at beginning of period | $ 121,860 | $ 184,680 |
Fair value of warrants issued and recorded as liabilities | 27,699 | 59,043 |
Gain on fair value adjustment | (121,863) | |
Balance at end of period | $ 149,559 | $ 121,860 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details 3) - Stock option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Options | ||
Balance outstanding, Beginning | 3,155,100 | |
Granted | ||
Exercised | ||
Cancelled or expired | ||
Balance outstanding, Ending | 3,155,100 | 3,155,100 |
Exercisable | $ 3,149,267 | |
Weighted Average Exercise Price | ||
Balance outstanding, Beginning | $ 0.25 | |
Granted | ||
Cancelled or expired | ||
Balance outstanding, Ending | 0.25 | $ 0.25 |
Exercisable | $ 0.25 | |
Weighted Average Remaining Contractual Term | ||
Balance outstanding | 2 years | 2 years 6 months |
Exercisable | 2 years |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details Textual) - USD ($) | Jul. 22, 2011 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Nov. 16, 2017 |
Stock Options and Warrants (Textual) | |||||
Additional warrants issued | 10,000,000 | ||||
Unrecognized compensation cost related to unvested options | $ 192 | ||||
Weighted average period | 1 year | ||||
Stock-based compensation costs for the restricted shares granted | $ 18,334 | $ 12,222 | |||
Stock-based compensation related to vested options | $ 128 | $ 67,786 | |||
2011 Equity Incentive Plan [Member] | Common Stock [Member] | |||||
Stock Options and Warrants (Textual) | |||||
Total number of shares of common stock available for issuance | 5,000,000 | ||||
Description of stock options vested term | The Company issues stock options that vest over three years and expire in 5 to 10 years. | ||||
Officer [Member] | |||||
Stock Options and Warrants (Textual) | |||||
Granted restricted shares | 500,000 | ||||
Vesting period | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 22,666 |
2,019 | 8,204 |
Total | $ 30,870 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) | 6 Months Ended | ||
Jun. 30, 2018USD ($)Lease | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Commitments and Contingencies (Textual) | |||
Number of operating lease agreements | Lease | 2 | ||
Description of operating lease term | The lease is for a term of three months ending August 2018 at which point the lease becomes month to month. | ||
Payment on license agreement | $ 222,000 | $ 48,000 | |
Guaranteed payments expensed | 50,000 | $ 137,500 | |
Accrued license fees | $ 50,000 | $ 222,000 | |
NHL agreement, description | The Company and NHL agreed to terminate the NHL Agreement forgiving the Company CAD3,450,000 in outstanding obligations under the Sponsorship Agreement, in return the Company agreed to pay the NHL an amount equal to one percent (1%) of the Company’s net sales of certain products as defined under the agreement (the ‘Consideration’). The products include several types of frozen goods that bear the logo or other markings of sports or entertainment brands. This Consideration is to be paid to the NHL quarterly in arrears through the quarter ended June 30, 2026, or until the Company has paid USD1,600,000 in the aggregate from the date of the agreement. | ||
Royalty payment | $ 1,600,000 | ||
Gain on settlement of liabilities | 2,674,419 | ||
Payments for short term operating lease | $ 845 | ||
Warehouse Lease Extension - California [Member] | |||
Commitments and Contingencies (Textual) | |||
Description of operating lease term | The lease for the California warehouse was extended for an additional term of one year until February 2019. | ||
Monthly rent expense | $ 2,830 | ||
Warehouse Lease - Las Vegas [Member] | |||
Commitments and Contingencies (Textual) | |||
Description of operating lease term | The lease for the warehouse in Las Vegas is for a term of 25 months commencing in February 2016. | ||
Monthly rent expense | $ 1,072 | ||
Lease on the property [Member] | |||
Commitments and Contingencies (Textual) | |||
Description of operating lease term | On March 1, 2018, the Company renewed its lease on the property for a period of twelve months. | ||
Monthly rent expense | $ 1,272 | ||
Vehicle lease [Member] | |||
Commitments and Contingencies (Textual) | |||
Description of operating lease term | The vehicle leases expire in October 2017 and June 2021. | ||
Monthly rent expense | $ 1,063 | ||
Major League Baseball Properties, Inc. License Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Guaranteed Payments, 2016 | 150,000 | ||
Guaranteed Payments, 2017 | 275,000 | ||
Guaranteed Payments, 2018 | 100,000 | ||
Guaranteed Payments, 2019 | $ 115,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Revenue advance agreement [Member] | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Subsequent Events (Textual) | |
Repayment of loan | $ 187,500 |
Loan amount | 150,000 |
Loan fee | 3,000 |
Net proceeds | $ 147,000 |
Interest percentage | 13.00% |