Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 19, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Kinerjapay Corp. | ||
Entity Central Index Key | 1,494,162 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,333,243 | ||
Entity Common Stock, Shares Outstanding | 13,542,207 | ||
Trading Symbol | KPAY | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 160,629 | $ 48,772 |
Accounts receivable - related party | 20,900 | |
Other receivable | 2,687 | |
Prepaid expenses | 22,861 | 28,966 |
Deposits | 41,150 | |
Total current assets | 248,227 | 77,738 |
Other assets, net of amortization | 266,045 | |
Equipment, net of accumulated depreciation | 12,596 | 3,845 |
Total Assets | 526,868 | 81,583 |
Current liabilities: | ||
Accounts payable - trade | 2,794 | 3,461 |
Tax payable | 8,092 | 95 |
Accrued interest | 44,851 | |
Accrued expenses | 53,022 | 4,107 |
Unissued stock subscriptions | 150,000 | |
Payable to Affiliate | 52,673 | |
Notes payable, net of discount, contingently convertible | 480,345 | |
Total current liabilities | 641,777 | 157,663 |
Total liabilities | 641,777 | 157,663 |
Stockholders' Equity (Deficit): | ||
Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized: none issued | ||
Common stock, par value $0.0001 per share; 500,000,000 shares authorized; 15,803,021 issued and 12,461,036 outstanding at December 31, 2017 and 8,627,013 shares issued and outstanding at December 31, 2016 | 1,245 | 862 |
Additional paid-in capital | 9,457,265 | 3,508,529 |
Accumulated deficit | (9,751,419) | (3,585,626) |
Stock payable | 178,000 | |
Accumulated other comprehensive income | 155 | |
Total stockholders' (equity) deficit | (114,909) | (76,080) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 526,868 | $ 81,583 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 15,803,021 | 8,627,013 |
Common stock, shares outstanding | 12,461,036 | 8,627,013 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue - related party | $ (106,262) | |
Expenses: | ||
Marketing Expense | 148,187 | |
General and administrative | 5,446,336 | 2,687,855 |
Depreciation expense | 2,875 | 289 |
Total general and administrative expenses | 5,597,398 | 2,688,144 |
(Loss) from operations | (5,703,660) | (2,688,144) |
Other income (expense) | ||
Interest expense | (44,851) | (648) |
Amortization of debt discount | (21,275) | |
Loss of extinguishment of debt | (396,007) | (9,003) |
Total costs and expenses | (462,133) | (2,697,795) |
Net loss before for income taxes | (6,165,793) | (2,697,795) |
Income taxes | ||
Net loss | $ (6,165,793) | $ (2,697,795) |
Basic and diluted per share amounts: | ||
Basic and diluted net loss | $ (0.53) | $ (0.35) |
Weighted average number of common shares outstanding (basic and diluted) | 11,628,462 | 7,701,722 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Comprehensive Income Loss | ||
Net loss | $ (6,165,793) | $ (2,697,795) |
Other comprehensive loss adjustments, net of tax: | ||
Foreign currency translation adjustments | 155 | |
Total other comprehensive income, net of tax | 155 | |
Total comprehensive loss, net of tax | $ (6,165,793) | $ (2,697,640) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Total |
Balance at Dec. 31, 2015 | $ 465 | $ 863,093 | $ (887,831) | $ (24,273) | ||
Balance, shares at Dec. 31, 2015 | 4,654,680 | |||||
Shares issued for cash | $ 221 | 1,104,779 | 1,105,000 | |||
Shares issued for cash, shares | 2,210,000 | |||||
Stock issued to settle accounts payable | $ 3 | 24,750 | 24,753 | |||
Stock issued to settle accounts payable, shares | 30,000 | |||||
Shares issued for services | $ 173 | 1,507,960 | 1,508,133 | |||
Shares issued for services, shares | 1,733,333 | |||||
Contributed capital | 7,947 | 7,947 | ||||
Foreign currency translation adjustments | 155 | 155 | ||||
Net loss | (2,697,795) | (2,697,795) | ||||
Balance at Dec. 31, 2016 | $ 862 | 3,508,529 | (3,585,626) | 155 | (76,080) | |
Balance, shares at Dec. 31, 2016 | 8,627,013 | |||||
Shares issued for cash | $ 136 | 901,864 | 50,000 | 952,000 | ||
Shares issued for cash, shares | 1,359,000 | |||||
Shares issued for services | $ 228 | 3,151,623 | 128,000 | 3,279,850 | ||
Shares issued for services, shares | 2,275,000 | |||||
Loss on warrants for debt conversion | 138,007 | 138,007 | ||||
Beneficial conversion feature | 51,638 | 51,638 | ||||
Stock-based compensation | 1,347,624 | 1,347,624 | ||||
Debt converted | $ 20 | 357,980 | 358,000 | |||
Debt converted, shares | 200,000 | |||||
Shares reserved | ||||||
Shares reserved, shares | 3,342,008 | |||||
Foreign currency translation adjustments | (155) | (155) | ||||
Net loss | (6,165,793) | (6,165,793) | ||||
Balance at Dec. 31, 2017 | $ 1,245 | $ 9,457,265 | $ 178,000 | $ (9,751,419) | $ (114,909) | |
Balance, shares at Dec. 31, 2017 | 15,803,021 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,165,793) | $ (2,697,795) |
Adjustments required to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation and amortization | 24,150 | 289 |
Amortization of debt discount | 21,275 | |
Loss on extinguishment of debt | 396,007 | 9,003 |
Stock-based compensation | 1,347,624 | |
Common stock issued for services | 3,279,850 | 1,508,133 |
Changes in net assets and liabilities: | ||
(Increase) decrease in accounts receivable | (23,587) | |
(Increase) decrease in prepaid expenses | (35,045) | (28,966) |
(Increase) decrease in other assets | (200,337) | |
Increase (decrease) in accounts payable | (89,997) | (96,457) |
Increase (decrease) in accrued liabilities | 43,766 | 4,092 |
Net cash used in operating activities | (1,423,362) | (1,301,701) |
Cash flows from investing activities: | ||
Purchase of equipment | (11,626) | (4,134) |
Net cash used in investing activities | (11,626) | (4,134) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 952,000 | 1,105,000 |
Proceeds of debt | 595,000 | |
Contributed capital | 7,947 | |
Principal payments made on debt | (8,689) | |
Net cash provided by financing activities | 1,547,000 | 1,104,258 |
Foreign currency translation adjustments | (155) | 155 |
Net (decrease) increase in cash | 112,012 | (201,422) |
Cash - Beginning of period | 48,772 | 250,194 |
Cash - End of period | 160,629 | 48,772 |
Non-cash transactions | ||
Debt discount attributable to beneficial conversion feature | 51,638 | |
Stock issued to settle debt | 100,000 | 15,750 |
Debt issued for equity commitment | $ 75,000 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Significant Accounting Policies | 1. The Company and Significant Accounting Policies Organizational Background: On December 1, 2015, the Company entered into a license agreement with PT Kinerja Indonesia, an entity organized under the laws of Indonesia and controlled by Mr. Ng (“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain technology and intellectual property and its website, KinerjaPay.com. Pursuant to the License Agreement, the Company was granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience of e-wallet service for bill transfer and online shopping and is among the first portals to allow users the convenience to top-up phone credit. In conjunction with the agreement the company changed its name from Solarflex Corp. to KinerjaPay Corp. On April 6, 2016, P.T. Kinerja Pay Indonesia, a subsidiary, was organized under the laws of Indonesia. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Basis of Presentation: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Principles of Consolidation: The financial statements include the accounts of KinerjaPay Corp. and its wholly owned subsidiary PT KinerjaPay, Indonesia. All significant inter-company balances and transactions have been eliminated. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2017 and December 31, 2016. Property and Equipment New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Foreign Currency Non-U.S. entity operations are recorded in the functional currency of each entity. Results of operations for non-U.S. dollar functional currency entities are translated into U.S. dollars using average currency rates or actual action date currency rate. Assets and liabilities are translated using currency rates at period end. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2017 and December31, 2016, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 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). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1 Level 2 - Quoted prices for similar assets or liabilities in active markets; If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on December 31, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at December 31, 2017 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended December 31, 2017 and 2016, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share Common Stock Split: On January 15, 2016 we declared a reverse split of our common stock. The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. The reverse split was effective upon receipt of approval from FINRA. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect post-split shares. Revenue from Purchased Products: Pursuant to ASC 605, we recognize our revenue at net since we are an agent and not a principal to the various transactions with other financial institutions and or technology companies through our leased portal. We have eight different revenue streams. Gross revenue from the various steams were as follows: Mobile phone prepaid $2,291,067, Kinerja Store $463, Payment Gateway Services $9, Instant Pay Fees Collection $68,431, Marketplace Merchant Partners $203, Marketplace Merchant Users $11, Remittance $29,180, and Unipin $3,179. Gross cost of goods sold exceeded gross revenues for the year ended December 31, 2017. We recognize revenue when the four criteria of revenue have been met which includes 1) Persuasive evidence of an arrangement, 2) services and or delivery being rendered, 3) the price is fixed or determinable and 4) collectability is reasonably assured. Other Assets: Other assets consist of cash payments made to Ace Legends Pte. Ltd. in connection with a partnership in game development for a total of $60,000, as of December 31, 2017. The Company entered into an agreement with Ace Legends Pte Ltd on July 31, 2017, which agreement was amended to commence on December 1, 2017. The agreement is for a period of 18 months and as part of the agreement, the Company agreed to issue 80,000 shares of common stock that were valued at $128,000 the date of the agreement. The shares remain unissued as of December 31, 2017, but are included as an asset of the Company. As of December 31, 2017, $9,292 of amortization expense has been recognized. On November 3, 2017, the Company issued a commitment fee note payable of $75,000 to Tangiers Global, LLC in connection with an investment agreement as discussed throughout the report. The Company did not receive cash in connection with this commitment fee note. We recorded the commitment fee as an asset that will be netted with funds received once shares of common stock are issued under the investment agreement. As of December 31, 2017, no shares have been issued resulting in the outstanding asset of $75,000. Accounts Receivable - Related Party: Accounts receivable consist primarily of trade receivables from a related party. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $0 at December 31, 2017 and 2016, respectively. Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of FASB ASC 740-10, Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not under examination by any jurisdiction for any tax year. At December 31, 2017 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. Recent Accounting Pronouncements Deferred Income Taxes Leases: Leases (Topic 842) Business Acquisitions On July 13, 2017, the FASB has issued a two-part Accounting Standards Update (ASU), No. 2017-11, I. Accounting for Certain Financial Instruments. With Down Round Features and 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. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 2. Prepaid Expenses Prepaid assets represent advance payments to suppliers and purchase deposits to vendors. The Company paid in advance $22,861 for professional fees, rents and other prepaid expenses. Its annual Indonesian office represents $16,243 of these deposits in 2017 an $6,618 represents other prepaid expenses. Deposits to vendors of $41,150 represent prepayments to third party vendors who provide the Company with vouchers, prepaid phone credit, etc, that the Company sells through it licensed portal. The Company deposits cash, as needed, to the vendors and once the sale is made, the vendors deduct the deposit from their account. Each transaction is done electronically to record the purchase (to the vendors) and the sale (to the user), and the products are then transferred to the users. Once the transaction is executed, it cannot be cancelled or refunded by the Company to the vendors. The unused funds can only be refunded to the Company upon the termination of the agreement with the vendors, and only after both parties settle their obligations. The Company is independent in setting up the selling price of each product. December 31 2017 2016 Individual components giving rise to prepaid expenses are as follows: $ $ Professional fees, rent and other prepaid expenses 22,861 28,966 Third party vendor deposits 41,150 - Total $ 64,011 $ 28,966 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 3. Stockholders’ Equity On January 15, 2016 we amended our certificate of incorporation to increase authorized capital to include 10 million shares of $.0001 par value preferred shares. No preferred shares have been issued. Issuance of Shares of Common Stock for Services during twelve months ended December 31, 2017 During the three months ended December 31, 2017, the Company authorized the issuance of 800,000 shares of Common Stock Lyon Capital LLC, Security Compliance Corp, Amir Uziel Economic Consulting Ltd and JFS Investment Inc. for the services provided by the entities. These shares were valued using the share price on the date of the grant, ranging from $1.19 to $2.00 resulting in an expense of $1,182,100. Debt Conversion into Shares of Common Stock during the twelve months ended December 31, 2017 During the twelve months ended December 31, 2017, the Company agreed to convert $100,000 in debt into 200,000 shares of common stock and 200,000 warrants. The debt was non-convertible, and the borrowings took place on May 7, 2017, but were subsequently fully converted on May 23, 2017. As a result, the Company incurred a loss of $396,007 in connection with the shares issued, and a loss of $138,007 in connection with the warrants issued, which was recorded as additional paid-in capital. Shares Underlying Convertible Notes Issued during the twelve months ended December 31, 2017 In connection with the Company’s investment agreement with Tangiers Global as discussed throughout the report, the Company issued a commitment fee note payable of $75,000 to Tangiers. The commitment fee note payable bears an interest rate of 10% and is due on June 17, 2018. The note has conversion price of $1.25, but in case of default, the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. On November 9, 2017, the Company executed a 10% fixed convertible promissory note payable to Tangiers Global LLC in the principal amount of $330,000. The note, which is due eight months from the date mentioned above, was funded by the investor in the initial sum of $150,000 on November 15, 2017 and $150,000 on December 19, 2017. The note is convertible into shares of Common Stock at a conversion price of $1.3 per share if converted within 8 months, or thereafter the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. On December 1, 2017, the Company executed an 8% fixed convertible promissory note payable to Crossover Capital Fund I, LLC in the principal amount of $115,000. The note is due eight months from the date as mentioned above. The note is convertible into shares of Common Stock at a conversion price of $1.3 per share if converted within 8 months, or thereafter the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In accordance with ASC 470, the Company has analyzed the beneficial nature of the initial conversion terms of the fixed convertible notes and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was lower than the quoted market price at the time of the issuance. As of December 31, 2017, the Company recognized a $51,638 BCF, and amortization expenses of $11,983 on the discount. As of December 31, 2017, the Company reserved 3,342,008 shares underlying the convertible notes as discussed above. In December 2017, the Company made a cash payment to Ace Legends Pte. Ltd. in connection with a partnership in game development for a total of $60,000. The Company entered into an agreement with Ace Legends Pte Ltd on July 31, 2017, which agreement was amended to commence on December 1, 2017. The agreement is for a period of 18 months and as part of the agreement, the Company agreed to issue 80,000 shares of common stock that were valued at $128,000 the date of the agreement. The shares remain unissued as of December 31, 2017, but are included as an asset of the Company. Common Stock and Warrants Issued for Cash during the twelve months ended December 31, 2017 During the three months ended September 30, 2017, the Company authorized the issuance of 181,818 shares of common stock for cash at $1.10 per share for a total to be earned of $200,000. As of December 31, 2017, none of these shares have been issued and outstanding even though the Company received $50,000 with respect to these shares. As a result, the Company recorded $50,000 in stock payable as of December 31, 2017. During the twelve months ended December 31, 2017, the Company received $902,000 through a placement of 1,359,000 common stock units to investors for an offering price of $0.50 and $1.00 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. The 964,000 warrants are exercisable at $2.00 and $1.00 and expire one year from the date of issuance. The warrants were valued using the Black-Scholes pricing model to estimate the relative fair value of $404,767. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 1.36%; expected volatility between 179% and 181%, and warrant exercise period based upon the stated terms. The warrants were classified within stockholders’ equity. Stock-Based Compensation during the twelve months ended December 31, 2017 During the twelve months ended December 31, 2017, the Company issued 1,475,000 fully vested shares of the Company common stock and 2,050,000 warrants to consultants as payment for services. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grants was recognized as an increase additional paid-in capital at the measurement date. The shares were valued at the closing price as of the date of the underlying agreements (ranging from $0.65 to $2.93). The warrants were valued using the Black-Scholes pricing model to estimate the fair value of $1,251,821 and resulted in current recognition in additional consulting services. The Black-Sholes pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 1.21%; expected volatility between 179% and 185%, and warrant exercise period based upon the stated terms. During the three months ended December 31, 2017, the Company issued 800,000restricted shares of the Company common stock as payment for services. Debt Conversion into Shares of Common Stock during the twelve months ended December 31, 2016 On February 19, 2016 we issued 30,000 shares of our common stock in settlement of $15,750 in accounts payable. The settlement resulted in a loss of $9,003. The shares were valued at $24,753 at the date of settlement. The loss is reflected as additional paid-in capital. Stock issued upon completion of Regulation S offering during the twelve months ended December 31, 2016 We received $1,105,000 through a placement of common stock units. Each unit consists of one share of common stock and one warrant to purchase common stock. The units were sold for the offering price of $0.50 per unit and resulted in the issuance of 2,210,000 shares of common stock and 2,210,000 warrants. The warrants are exercisable at $1.00 and expire two years from the date of issuance and had a fair market value of $425,425. Stock-Based Compensation during the twelve months ended December 31, 2016 On February 19, 2016, we issued 1,333,333 shares of our common stock to Mr. Ng (an officer and director of the company) individually and as control person of PT Kinerja as payment for services as part of a service agreement resulting from the license agreement. The shares were valued at the closing price as of the date of the agreement ($0.9001) and resulted in full recognition of $1,200,133 in consulting services expense. On June 15, 2016, we issued 300,000 shares of our common stock to an unrelated party as payment for a service agreement. The shares were valued at the closing price as of the date of the agreement ($0.77) and resulted in full recognition of $231,000 in consulting services expense. In July 2016, we issued 100,000 shares of our common stock to an unrelated party as payment for a service agreement. The shares were valued at the closing price as of the date of the agreement ($0.77) and offset by $1,000 in cash received for the shares. This resulted in full recognition of the excess of fair value over cash received of $77,000 as consulting services expense. The Company received $150,000 in proceeds from a stock rights offering. The $150,000 will remain a liability until the full minimum offering of $500,000 s met and completed. Unspent funds are segregated and reported as $16,181 restricted cash on the accompanying balance sheet and a deficiency of $133,819 as of December 31, 2016. Contributed Capital in 2016 We received $7,947 in cash from a related party. As the Company was not obligated to issue shares of common stock or other forms of equity, the receipt was determined to be accounted for as contributed capital. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable On May 9, 2017, we had a $50,000 note payable outstanding to our CEO and control shareholder. The balance is due on demand and accrues interest at 8% per annum. As of December 31, 2017, $2,586 in accrued interest was due and was expensed during the twelve-months ended December 31, 2017. During the twelve months ended December 31, 2017, the Company agreed to convert $100,000 in debt into 200,000 shares of common stock and 200,000 warrants. The debt was non-convertible, and the borrowings took place on May 7, 2017, but were subsequently fully converted on May 23, 2017. As a result, the Company incurred a loss of $396,007 in connection with the shares issued, and a loss of $138,007 in connection with the warrants issued, which was recorded as additional paid-in capital. In connection with the Company’s investment agreement with Tangiers Global as discussed throughout the report, the Company issued a commitment fee note payable of $75,000 to Tangiers. The commitment fee note payable bears an interest rate of 10% and is due on June 17, 2018. The note has conversion price of $1.25, but in case of default, the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. On November 9, 2017, the Company executed a 10% fixed convertible promissory note payable to Tangiers Global LLC in the principal amount of $330,000. The note, which is due eight months from the date mentioned above, was funded by the investor in the initial sum of $150,000 on November 15, 2017 and $150,000 on December 19, 2017. The note is convertible into shares of Common Stock at a conversion price of $1.3 per share if converted within 8 months, or thereafter the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. On November 1, 2017, the Company executed an 8% fixed convertible promissory note payable to Crossover Capital Fund I, LLC in the principal amount of $115,000. The note is due eight months from the date as mentioned above. The note is convertible into shares of Common Stock at a conversion price of $1.3 per share if converted within 8 months, or thereafter the conversion price shall be equal to the lower of (i) the fixed price or (ii) 65% of the average of the two (2) lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market on which the Company’s shares are traded, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Tangiers Global fixed convertible promissory notes payable and the commitment fee note are guaranteed an interest payment of 10% of the beginning note balance. As such, the Company had to immediately expense the balances during 2017. In accordance with ASC 470, the Company has analyzed the beneficial nature of the initial conversion terms of the fixed convertible notes and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was lower than the quoted market price at the time of the issuance. As of December 31, 2017, the Company recognized a $51,638 BCF, and amortization expenses of $11,983 on the discount. For the year ended December 31, 2017, the Company has recognized $44,851 in interest expense related to the notes as described above. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions On December 1, 2015, the Company entered into an agreement with PT Kinerja Indonesia, an entity organized under the laws of Indonesia (“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain KinerjaPay technology and intellectual property. Pursuant to the License Agreement and in consideration for the payment of royalties, the Company has been granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience of e-commerce services for bill transfer and online shopping. Mr. Ng is the control person of PT Kinerja and a controlling shareholder, CEO and Chairman of the Company. On February 19, 2016, we issued 1,333,333 shares of our common stock to Mr. Ng, our CEO, sole director and control person. Mr. Ng is the sole officer and directors and control person of PT Kinerja, the other party to this agreement, as payment for services as part of a service agreement resulting from the license agreement. The shares were valued at the closing price as of the date of the agreement ($0.9001) and resulted in full recognition of $1,200,133 in consulting services expense. The Company issued 1,333,333 restricted shares of common stock in 2016 to PT Kinerja Indonesia and paid a one-time set-up fee of $55,000. As the Service Company, PT Kinerja collected the revenue from the platform and transfer it to the Company. As of December 31, 2017, we had $52,673 in accounts payable due to our CEO consisting of a $50,000 loan and $2,673 in expenses paid on behalf of the Company by our CEO. The balance is due on demand and accrues interest at 8% per annum. As of December 31, 2017, $2,586 in accrued interest was due and was expensed during the twelve-months ended December 31, 2017. All revenue received during 2017 was received from PT Kinerja Indonesia, which has the same control person residing at both companies. Pt Kinerja Indonesia receives payments from the portal that we license and then remits the funds back to us. We paid our sister company $324,131 for costs associated with servicing customers and maintaining the website and license agreement during 2017. As of December 31, 2017, we still owed them $51,759, which is reflected in accrued expenses. As of December 31, 2017, we were owed an accounts receivable balance of $20,900, and once revenues are positively earned, we owe a 1% royalty fee on net revenues on a quarterly basis. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2008 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). We have a current operating loss carry-forward of $2,156,022. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization. December 31 2017 2016 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryover 754,608 354,799 Less valuation allowance (754,608 ) (354,799 ) Net deferred $ - $ - The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2014. |
Legal Proceedings and Loss Cont
Legal Proceedings and Loss Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Loss Contingencies | 7. Legal Proceedings and Loss Contingencies We accrue for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has no current legal proceeding and did not accrue any loss for contingencies as of December 31, 2017. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 8. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its 2017 operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On January 2, 2018, the Company received $100,000 as a result of the exercise by an institutional investor of 100,000 Class C Warrants that had been originally issued as part of a unit purchase transaction in April 2017. The Class C Warrants were exercisable for a period of 12 months to purchase 100,000 shares of common stock at an exercise price of $1.00 per share. On January 3 and January 4, 2018, the Company issued a total of 581,171 restricted shares to third parties in consideration for services valued at $1.82 per share based upon the price of the shares on the date of issuance. On January 11, 2018, the Company entering into an Advisory Agreement with Blockchain Industries, Inc., a public Nevada corporation and Fintech Financial Consultants, Inc., a Nevada corporation. In connection with the Advisory Agreement, the Registrant agreed to issue 1,000,000 shares valued at $1.05 per share to Blockchain Industries, an “accredited investor,” as that term is defined in Rule 501 under Regulation D promulgated by the SEC under the Act. On January 16, 2018, the Company issued 20,000 restricted shares to a key employee for services valued at $1.80 based upon the price of the shares on the date of issuance. On February 9, 2018, the Company issued a total of 200,000 restricted shares to two parties in consideration for services valued at $0.97 per share based upon the price of the shares on the date of issuance. On Janaury 23 and February 14, 2018, the Company issued a total of 200,000 restricted shares to third parties for services valued at $1.37 per share based upon the price of the shares on the respective dates of issuance. On March 12, 2018, the Company issued 80,000 restricted shares to a third party for services valued at $1.05 per share based upon the price of the shares on the date of issuance. On January 9, 2018, the Company entered into a Series A Convertible Preferred Stock Securities Purchase Agreement (the “Agreement”) with an institutional investor for an aggregate purchase price of $500,000 (the “Share Purchase Price”). The total net proceeds to the Registrant for issuance and sale of the Series A Convertible Preferred Stock (the “Preferred Stock”) was $445,000 after payment of due diligence and legal fees related to this transaction. The Preferred Stock is convertible into 400,000 shares of the Registrant’s Common Stock, at a conversion price of $1.25 per share. In addition, the Registrant issued to the Investor Class N Warrants (the “Warrants”) exercisable to purchase 400,000 shares on a cashless basis, at an exercise price of $1.25 per Share, during a period of three (3) years from the date of the Agreement. The issuances of the above-referenced restricted shares were made in reliance upon the exemptions provided in Section 4(2) of the Act and Regulation D and Regulation S promulgated by the SEC under the Act. |
The Company and Significant A17
The Company and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation: The financial statements include the accounts of KinerjaPay Corp. and its wholly owned subsidiary PT KinerjaPay, Indonesia. All significant inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2017 and December 31, 2016. |
Property and Equipment | Property and Equipment New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
Foreign Currency | Foreign Currency Non-U.S. entity operations are recorded in the functional currency of each entity. Results of operations for non-U.S. dollar functional currency entities are translated into U.S. dollars using average currency rates or actual action date currency rate. Assets and liabilities are translated using currency rates at period end. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. |
Stock Based Compensation | Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments |
Accounting for Obligations and Instruments Potentially to be Settled in the Company's Own Stock | Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2017 and December31, 2016, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
Fair Value Measurements | Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 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). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1 Level 2 - Quoted prices for similar assets or liabilities in active markets; If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on December 31, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at December 31, 2017 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended December 31, 2017 and 2016, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
Earnings Per Common Share | Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share |
Common Stock Split | Common Stock Split: On January 15, 2016 we declared a reverse split of our common stock. The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. The reverse split was effective upon receipt of approval from FINRA. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect post-split shares. |
Revenue from Purchased Products | Revenue from Purchased Products: Pursuant to ASC 605, we recognize our revenue at net since we are an agent and not a principal to the various transactions with other financial institutions and or technology companies through our leased portal. We have eight different revenue streams. Gross revenue from the various steams were as follows: Mobile phone prepaid $2,291,067, Kinerja Store $463, Payment Gateway Services $9, Instant Pay Fees Collection $68,431, Marketplace Merchant Partners $203, Marketplace Merchant Users $11, Remittance $29,180, and Unipin $3,179. Gross cost of goods sold exceeded gross revenues for the year ended December 31, 2017. We recognize revenue when the four criteria of revenue have been met which includes 1) Persuasive evidence of an arrangement, 2) services and or delivery being rendered, 3) the price is fixed or determinable and 4) collectability is reasonably assured. |
Other Assets | Other Assets: Other assets consist of cash payments made to Ace Legends Pte. Ltd. in connection with a partnership in game development for a total of $60,000, as of December 31, 2017. The Company entered into an agreement with Ace Legends Pte Ltd on July 31, 2017, which agreement was amended to commence on December 1, 2017. The agreement is for a period of 18 months and as part of the agreement, the Company agreed to issue 80,000 shares of common stock that were valued at $128,000 the date of the agreement. The shares remain unissued as of December 31, 2017, but are included as an asset of the Company. As of December 31, 2017, $9,292 of amortization expense has been recognized. On November 3, 2017, the Company issued a commitment fee note payable of $75,000 to Tangiers Global, LLC in connection with an investment agreement as discussed throughout the report. The Company did not receive cash in connection with this commitment fee note. We recorded the commitment fee as an asset that will be netted with funds received once shares of common stock are issued under the investment agreement. As of December 31, 2017, no shares have been issued resulting in the outstanding asset of $75,000. |
Accounts Receivable - Related Party | Accounts Receivable - Related Party: Accounts receivable consist primarily of trade receivables from a related party. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $0 at December 31, 2017 and 2016, respectively. |
Income Taxes | Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Uncertain Tax Positions | Uncertain Tax Positions: When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of FASB ASC 740-10, Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not under examination by any jurisdiction for any tax year. At December 31, 2017 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Deferred Income Taxes Leases: Leases (Topic 842) Business Acquisitions On July 13, 2017, the FASB has issued a two-part Accounting Standards Update (ASU), No. 2017-11, I. Accounting for Certain Financial Instruments. With Down Round Features and 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. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. |
The Company and Significant A18
The Company and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value Asset Measured on Recurring Basis | The following table presents assets that were measured and recognize at fair value on December 31, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at December 31, 2017 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | The Company is independent in setting up the selling price of each product. December 31 2017 2016 Individual components giving rise to prepaid expenses are as follows: $ $ Professional fees, rent and other prepaid expenses 22,861 28,966 Third party vendor deposits 41,150 - Total $ 64,011 $ 28,966 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization. December 31 2017 2016 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryover 754,608 354,799 Less valuation allowance (754,608 ) (354,799 ) Net deferred $ - $ - |
The Company and Significant A21
The Company and Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 15, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 03, 2017 |
Property and equipment estimated useful lives | 5 years | |||||
Reverse stock split | The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. | |||||
Number of common stock shares issued | 800,000 | 181,818 | ||||
Number of common stock value issued | $ 1,182,100 | $ 200,000 | $ 952,000 | $ 1,105,000 | ||
Amortization expense | 9,292 | |||||
Asset outstanding | 526,868 | 526,868 | 81,583 | |||
Allowance for doubtful trade receivables | 0 | 0 | $ 0 | |||
Ace Legends Pte. Ltd [Member] | ||||||
Other assets | 60,000 | $ 60,000 | ||||
Number of common stock shares issued | 80,000 | |||||
Number of common stock value issued | $ 128,000 | |||||
Tangiers Global, LLC [Member] | ||||||
Note payable commitment fee | 75,000 | 75,000 | $ 75,000 | |||
Asset outstanding | $ 75,000 | 75,000 | ||||
Mobile Phone Prepaid [Member] | ||||||
Gross revenue | 2,291,067 | |||||
Kinerja Store [Member] | ||||||
Gross revenue | 463 | |||||
Payment Gateway Services [Member] | ||||||
Gross revenue | 9 | |||||
Instant Pay Fees Collection [Member] | ||||||
Gross revenue | 68,431 | |||||
Marketplace Merchant Partners [Member] | ||||||
Gross revenue | 203 | |||||
Marketplace Merchant Users [Member] | ||||||
Gross revenue | 11 | |||||
Remittance [Member] | ||||||
Gross revenue | 29,180 | |||||
Unipin [Member] | ||||||
Gross revenue | $ 3,179 |
The Company and Significant A22
The Company and Significant Accounting Policies - Schedule of Fair Value Asset Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total assets and liabilities at fair value | ||
Markets for Identical Assets Level 1 [Member] | ||
Total assets and liabilities at fair value | ||
Significant Other Observable Inputs level 2 [Member] | ||
Total assets and liabilities at fair value | ||
Significant Unobservable Inputs Level 3 [Member] | ||
Total assets and liabilities at fair value |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid professional fees, rents and other prepaid expenses | $ 22,861 | $ 28,966 |
Deposits | 16,243 | |
Other prepaid expenses | 6,618 | |
Third party vendor deposits | $ 41,150 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Professional fees, rent and other prepaid expenses | $ 22,861 | $ 28,966 |
Third party vendor deposits | 41,150 | |
Total | $ 64,011 | $ 28,966 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jul. 31, 2016USD ($)$ / sharesshares | Jun. 15, 2016USD ($)$ / sharesshares | Feb. 19, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017$ / sharesshares | Dec. 31, 2017USD ($)Integer$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 19, 2017USD ($) | Dec. 01, 2017USD ($) | Nov. 15, 2017USD ($) | Nov. 09, 2017USD ($) | Nov. 03, 2017USD ($) | Jan. 15, 2016$ / sharesshares |
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares issued | shares | ||||||||||||||
Issuance of common stock, shares | shares | 800,000 | 181,818 | ||||||||||||
Shares issued price per share | $ / shares | $ 1.10 | $ 1.10 | ||||||||||||
Issuance of common stock, value | $ 1,182,100 | $ 200,000 | $ 952,000 | $ 1,105,000 | ||||||||||
Proceeds from issuance of common stock | 952,000 | $ 1,105,000 | ||||||||||||
Payment of stock payable | 50,000 | |||||||||||||
Debt instrument conversion of converted shares amount | $ 100,000 | |||||||||||||
Debt instrument conversion of converted shares | shares | 200,000 | |||||||||||||
Debt instrument conversion of converted shares warrants | shares | 200,000 | |||||||||||||
Loss on debt conversion | $ 396,007 | |||||||||||||
Debt instrument, convertible, beneficial conversion feature | 51,638 | |||||||||||||
Amortized debt discount | $ 11,983 | |||||||||||||
Offering price per share | $ / shares | $ 0.50 | |||||||||||||
Purchase of common stock warrant description | Each unit consisted of one share of common stock and one warrant to purchase common stock. | Each unit consists of one share of common stock and one warrant to purchase common stock. | ||||||||||||
Warrant exercises, share | shares | 964,000 | 964,000 | ||||||||||||
Warrants exercise price per share | $ / shares | $ 1 | |||||||||||||
Warrant expire term | 1 year | 2 years | ||||||||||||
Warrants estimated fair value amount | $ 404,767 | $ 425,425 | ||||||||||||
Expected dividend yield | 0.00% | |||||||||||||
Risk free interest rate | 1.36% | |||||||||||||
Number of shares based compensation, shares vested | shares | 1,475,000 | |||||||||||||
Shares valued at closing price per share | $ / shares | $ 0.9001 | |||||||||||||
Stock based compensation, expected dividend yield | 0.00% | |||||||||||||
Stock based compensation, risk free interest rate | 1.21% | |||||||||||||
Stock based compensation, expected volatility rate minimum | 179.00% | |||||||||||||
Stock based compensation, expected volatility rate maximum | 185.00% | |||||||||||||
Common stock issued in settlement of accounts payable, shares | shares | 30,000 | |||||||||||||
Accounts payable | $ 15,750 | $ 15,750 | $ 15,750 | |||||||||||
Loss on settlement of debt | 9,003 | (396,007) | (9,003) | |||||||||||
Common stock issued in settlement of accounts payable | $ 24,753 | |||||||||||||
Shares issued for services | $ 1,000 | 3,279,850 | 1,508,133 | |||||||||||
Proceeds from stock rights offering | 150,000 | |||||||||||||
Unissued stock subscriptions | 150,000 | |||||||||||||
Minimum offerings of stock rights | 500,000 | |||||||||||||
Restricted cash | 16,181 | |||||||||||||
Deficiency | $ (9,751,419) | (9,751,419) | (3,585,626) | |||||||||||
Proceeds from related party | $ 7,947 | |||||||||||||
Restricted Shares [Member] | ||||||||||||||
Shares issued for services, shares | shares | 800,000 | |||||||||||||
Consultants [Member] | ||||||||||||||
Warrants estimated fair value amount | $ 1,251,821 | |||||||||||||
Payment of warrants services, shares | shares | 2,050,000 | |||||||||||||
Mr. Ng [Member] | ||||||||||||||
Shares issued price per share | $ / shares | $ 0.9001 | |||||||||||||
Shares issued for services, shares | shares | 1,333,333 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Shares reserved, shares | shares | 3,342,008 | |||||||||||||
Investor [Member] | ||||||||||||||
Proceeds from issuance of private placement | $ 902,000 | |||||||||||||
Proceeds from issuance of private placement, shares | shares | 1,359,000 | |||||||||||||
Consulting Services [Member] | ||||||||||||||
Shares valued at closing price per share | $ / shares | $ 0.77 | $ 0.77 | ||||||||||||
Shares issued for services, shares | shares | 100,000 | 300,000 | 1,333,333 | |||||||||||
Shares issued for services | $ 77,000 | $ 231,000 | $ 1,200,133 | |||||||||||
Tangiers Global, LLC [Member] | ||||||||||||||
Note payable commitment fee | $ 75,000 | $ 75,000 | $ 75,000 | |||||||||||
Note bears an interest rate | 10.00% | 10.00% | ||||||||||||
Note due date | Jun. 17, 2018 | |||||||||||||
Note conversion price per share | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||
Debt instrument, trading percentage | 65.00% | |||||||||||||
Debt instrument, threshold trading days | Integer | 20 | |||||||||||||
Tangiers Global, LLC [Member] | 10% Fixed Convertible Promissory Note Payable [Member] | ||||||||||||||
Note conversion price per share | $ / shares | 1.3 | $ 1.3 | ||||||||||||
Debt instrument, trading percentage | 65.00% | |||||||||||||
Debt instrument, threshold trading days | Integer | 20 | |||||||||||||
Debt instrument, principal amount | $ 330,000 | |||||||||||||
Debt term | 8 months | |||||||||||||
Tangiers Global, LLC [Member] | 10% Fixed Convertible Promissory Note Payable [Member] | Investor [Member] | ||||||||||||||
Debt instrument, principal amount | $ 150,000 | $ 150,000 | ||||||||||||
Crossover Capital Funf I, LLC [Member] | 8% Fixed Convertible Promissory Note Payable [Member] | ||||||||||||||
Note conversion price per share | $ / shares | 1.3 | $ 1.3 | ||||||||||||
Debt instrument, trading percentage | 65.00% | |||||||||||||
Debt instrument, threshold trading days | Integer | 20 | |||||||||||||
Debt instrument, principal amount | $ 115,000 | |||||||||||||
Debt term | 8 months | |||||||||||||
Ace Legends Pte Ltd [Member] | ||||||||||||||
Issuance of common stock, shares | shares | 80,000 | |||||||||||||
Issuance of common stock, value | $ 128,000 | |||||||||||||
Amount of cash payments for game development | 60,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Loss on debt conversion | $ 138,007 | |||||||||||||
Proceeds from issuance of private placement, shares | shares | 2,210,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Issuance of common stock, shares | shares | 1,359,000 | 2,210,000 | ||||||||||||
Issuance of common stock, value | $ 136 | $ 221 | ||||||||||||
Shares reserved, shares | shares | 3,342,008 | |||||||||||||
Proceeds from issuance of private placement, shares | shares | 2,210,000 | |||||||||||||
Shares issued for services, shares | shares | 2,275,000 | 1,733,333 | ||||||||||||
Shares issued for services | $ 228 | $ 173 | ||||||||||||
Minimum [Member] | ||||||||||||||
Shares issued price per share | $ / shares | 1.19 | $ 1.19 | ||||||||||||
Warrants exercise price per share | $ / shares | 1 | $ 1 | ||||||||||||
Expected volatility rate | 179.00% | |||||||||||||
Shares valued at closing price per share | $ / shares | $ 0.65 | $ 0.65 | ||||||||||||
Minimum [Member] | Investor [Member] | ||||||||||||||
Offering price per share | $ / shares | 0.50 | $ 0.50 | ||||||||||||
Maximum [Member] | ||||||||||||||
Shares issued price per share | $ / shares | 2 | 2 | ||||||||||||
Warrants exercise price per share | $ / shares | 2 | $ 2 | ||||||||||||
Expected volatility rate | 181.00% | |||||||||||||
Shares valued at closing price per share | $ / shares | $ 2.93 | $ 2.93 | ||||||||||||
Maximum [Member] | Investor [Member] | ||||||||||||||
Offering price per share | $ / shares | $ 1 | $ 1 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 12 Months Ended | ||||||
Dec. 31, 2017USD ($)Integer$ / sharesshares | Dec. 19, 2017USD ($) | Dec. 01, 2017USD ($) | Nov. 15, 2017USD ($) | Nov. 09, 2017USD ($) | Nov. 03, 2017USD ($) | May 09, 2017USD ($) | |
Debt instrument conversion of converted shares amount | $ 100,000 | ||||||
Debt instrument conversion of converted shares | shares | 200,000 | ||||||
Debt instrument conversion of converted shares warrants | shares | 200,000 | ||||||
Loss on debt conversion | $ 396,007 | ||||||
Debt instrument, convertible, beneficial conversion feature | 51,638 | ||||||
Amortized debt discount | 11,983 | ||||||
Interest expense | $ 44,851 | ||||||
Tangiers Global, LLC [Member] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Note payable commitment fee | $ 75,000 | $ 75,000 | |||||
Note due date | Jun. 17, 2018 | ||||||
Note conversion price per share | $ / shares | $ 1.25 | ||||||
Debt instrument, trading percentage | 65.00% | ||||||
Debt instrument, threshold trading days | Integer | 20 | ||||||
Tangiers Global, LLC [Member] | 10% Fixed Convertible Promissory Note Payable [Member] | |||||||
Debt instrument face amount | $ 330,000 | ||||||
Note conversion price per share | $ / shares | $ 1.3 | ||||||
Debt instrument, trading percentage | 65.00% | ||||||
Debt instrument, threshold trading days | Integer | 20 | ||||||
Tangiers Global, LLC [Member] | 10% Fixed Convertible Promissory Note Payable [Member] | Investor [Member] | |||||||
Debt instrument face amount | $ 150,000 | $ 150,000 | |||||
Tangiers Global, LLC [Member] | Convertible Promissory Notes Payable [Member] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Crossover Capital Funf I, LLC [Member] | 8% Fixed Convertible Promissory Note Payable [Member] | |||||||
Debt instrument face amount | $ 115,000 | ||||||
Note conversion price per share | $ / shares | $ 1.3 | ||||||
Debt instrument, trading percentage | 65.00% | ||||||
Debt instrument, threshold trading days | Integer | 20 | ||||||
Warrant [Member] | |||||||
Loss on debt conversion | $ 138,007 | ||||||
Chief Executive Officer [Member] | |||||||
Debt instrument face amount | $ 50,000 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Accrued interest | $ 2,586 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2016 | Jun. 15, 2016 | Feb. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Shares valued at closing price per share | $ 0.9001 | |||||
Stock issued during period of services expense | $ 1,000 | $ 3,279,850 | $ 1,508,133 | |||
Accounts payable | $ 15,750 | $ 15,750 | $ 15,750 | |||
Accrued interest percentage | 8.00% | |||||
Accrued interest | 44,851 | $ 44,851 | ||||
Accured expenses | 51,759 | 51,759 | ||||
Accounts receivable - related party | $ 20,900 | $ 20,900 | ||||
Royalty fee percentage | 1.00% | 1.00% | ||||
Restricted Stock [Member] | ||||||
Issuance of common stock, shares | 800,000 | |||||
Paid services fee | $ 55,000 | |||||
License Agreement [Member] | ||||||
Revenue | $ 324,131 | |||||
Consulting Services [Member] | ||||||
Issuance of common stock, shares | 100,000 | 300,000 | 1,333,333 | |||
Shares valued at closing price per share | $ 0.77 | $ 0.77 | ||||
Stock issued during period of services expense | $ 77,000 | $ 231,000 | $ 1,200,133 | |||
Mr. Ng [Member] | ||||||
Issuance of common stock, shares | 1,333,333 | |||||
Chief Executive Officer [Member] | ||||||
Accounts payable | $ 52,673 | 52,673 | ||||
Loans payable | 50,000 | 50,000 | ||||
Expenses paid | 2,673 | |||||
Accrued interest | $ 2,586 | $ 2,586 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carry-forward | $ 2,156,022 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Future tax benefit arising from net operating loss carryover | $ 754,608 | $ 354,799 |
Less valuation allowance | (754,608) | (354,799) |
Net deferred |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 12, 2018 | Feb. 14, 2018 | Feb. 09, 2018 | Jan. 23, 2018 | Jan. 16, 2018 | Jan. 11, 2018 | Jan. 09, 2018 | Jan. 04, 2018 | Jan. 03, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrant shares | 964,000 | 964,000 | ||||||||||||
Warrant exercise price | $ 1 | |||||||||||||
Shares issued, price per share | $ 1.10 | |||||||||||||
Number of common stock shares issued | 800,000 | 181,818 | ||||||||||||
Debt conversion of stock | 200,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Debt conversion of stock | 400,000 | |||||||||||||
Debt conversion price per stock | $ 1.25 | |||||||||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||
Proceeds from issuance of preferred stock | $ 445,000 | |||||||||||||
Subsequent Event [Member] | Advisory Agreement [Member] | Blockchain Industries, Inc. [Member] | ||||||||||||||
Shares issued, price per share | $ 1.05 | |||||||||||||
Number of common stock shares issued | 1,000,000 | |||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||
Aggregate purchase price | $ 500,000 | |||||||||||||
Subsequent Event [Member] | Restricted Shares [Member] | Third Parties [Member] | ||||||||||||||
Number of consideration for services, shares | 200,000 | 581,171 | 581,171 | |||||||||||
Shares issued, price per share | $ 1.05 | $ 1.37 | $ 1.82 | $ 1.82 | ||||||||||
Subsequent Event [Member] | Restricted Shares [Member] | Two Parties [Member] | ||||||||||||||
Number of consideration for services, shares | 200,000 | |||||||||||||
Shares issued, price per share | $ 0.97 | |||||||||||||
Subsequent Event [Member] | Restricted Shares [Member] | Two Third Parties [Member] | ||||||||||||||
Number of consideration for services, shares | 200,000 | |||||||||||||
Shares issued, price per share | $ 1.37 | |||||||||||||
Subsequent Event [Member] | Restricted Shares [Member] | Third Party [Member] | ||||||||||||||
Number of consideration for services, shares | 80,000 | |||||||||||||
Subsequent Event [Member] | Class C Warrants [Member] | ||||||||||||||
Number of warrant shares | 100,000 | |||||||||||||
Warrant exercise price | $ 1 | |||||||||||||
Subsequent Event [Member] | Class N Warrants [Member] | ||||||||||||||
Number of warrant shares | 400,000 | |||||||||||||
Warrant exercise price | $ 1.25 | |||||||||||||
Warrant term | 3 years | |||||||||||||
Subsequent Event [Member] | Institutional Investor [Member] | Class C Warrants [Member] | ||||||||||||||
Proceeds from warrant exercise | $ 100,000 | |||||||||||||
Number of warrant shares | 100,000 | |||||||||||||
Subsequent Event [Member] | Key Employee [Member] | Restricted Shares [Member] | ||||||||||||||
Number of consideration for services, shares | 20,000 | |||||||||||||
Shares issued, price per share | $ 1.80 |