Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 15, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Arista Financial Corp. | ||
Entity Central Index Key | 0001498122 | ||
Trading Symbol | ARST | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 605,426 | ||
Entity Common Stock, Shares Outstanding | 3,498,577 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 10,357 | $ 728 |
Financing leases receivable, net | 61,655 | 33,125 |
Due from lease service provider | 6,306 | 6,755 |
Accrued interest receivable | 1,026 | |
Prepaid expenses | 1,721 | 780 |
Subscription receivable | 50,000 | |
Equipment held for sale | 15,000 | |
Total Current Assets | 80,039 | 107,414 |
LONG-TERM ASSETS: | ||
Financing leases receivable, net | 16,431 | 19,760 |
Total Long-term Assets | 16,431 | 19,760 |
Total Assets | 96,470 | 127,174 |
CURRENT LIABILITIES: | ||
Notes payable - related parties, net | 12,500 | 35,284 |
Note payable - net | 34,109 | |
Accounts payable | 204,590 | 81,266 |
Line of credit - related party | 70,000 | |
Accrued interest payable | 13,167 | 11,102 |
Accrued interest payable - related parties | 3,113 | 186 |
Due to related party | 15,000 | |
Convertible notes payable, net | ||
Accrued expenses | 153,448 | 43,542 |
Total Current Liabilities | 456,818 | 220,489 |
LONG-TERM LIABILITIES: | ||
Convertible notes payable, net | 479,174 | 306,516 |
Total Long-term Liabilities | 479,174 | 306,516 |
Total Liabilities | 935,992 | 527,005 |
Redeemable Series A Preferred stock, $0.0001 par value; 51 shares authorized 51 and 0 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 51,000 | |
Commitments and Contingencies (See Note 8) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; | ||
Common stock: $0.0001 par value, 200,000,000 shares authorized; 3,433,083 and 3,088,333 shares issued and outstanding at December 31, 2018 and 2017 | 343 | 309 |
Additional paid-in capital | 1,208,320 | 534,353 |
Accumulated deficit | (2,099,185) | (934,493) |
Total Stockholders' Deficit | (890,522) | (399,831) |
Total Liabilities and Stockholders' Deficit | $ 96,470 | $ 127,174 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Redeemable Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable Series A Preferred stock, shares authorized | 51 | 51 |
Redeemable Series A Preferred stock, shares issued | 51 | 0 |
Redeemable Series A Preferred stock, shares outstanding | 51 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 3,433,083 | 3,088,333 |
Common stock, shares outstanding | 3,433,083 | 3,088,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUES: | ||
Interest on lease financings | $ 13,948 | $ 28,806 |
Total revenues | 13,948 | 28,806 |
OPERATING EXPENSES: | ||
Compensation and benefits | 519,487 | 224,041 |
Professional fees | 443,576 | 134,139 |
Provision for lease losses | (14,084) | 53,975 |
General and administrative expenses | 56,012 | 25,015 |
Total operating expenses | 1,004,991 | 437,170 |
LOSS FROM OPERATIONS | (991,043) | (408,364) |
OTHER (INCOME) EXPENSES: | ||
Interest expense | 151,551 | 146,283 |
Interest expense - related parties | 23,703 | 4,759 |
Gain on sale of equipment | (1,605) | |
Total other expenses | 173,649 | 151,042 |
LOSS BEFORE INCOME TAXES | (1,164,692) | (559,406) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (1,164,692) | $ (559,406) |
NET LOSS PER COMMON SHARE: | ||
Basic and Diluted | $ (0.33) | $ (0.26) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and Diluted | 3,510,645 | 2,130,777 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 208 | $ 275,445 | $ (375,087) | $ (99,434) | |
Balance, shares at Dec. 31, 2016 | 2,084,000 | ||||
Shares issued in recapitalization | $ 62 | (97,562) | (97,500) | ||
Shares issued in recapitalization, shares | 617,667 | ||||
Shares issued upon conversion of debt | $ 39 | 259,961 | 2,600 | ||
Shares issued upon conversion of debt, shares | 386,666 | ||||
Warrants issued in connection with convertible notes and related party notes | 96,509 | 96,509 | |||
Net loss | (559,406) | (559,406) | |||
Balance at Dec. 31, 2017 | $ 309 | 534,353 | (934,493) | (399,831) | |
Balance, shares at Dec. 31, 2017 | 3,088,333 | ||||
Shares issued upon conversion of debt | $ 11 | 90,534 | 90,545 | ||
Shares issued upon conversion of debt, shares | 113,750 | ||||
Warrants issued in connection with convertible notes | 74,609 | 74,609 | |||
Shares issued for services | $ 21 | 453,826 | 453,847 | ||
Shares issued for services, shares | 211,000 | ||||
Beneficial conversion feature on convertible notes | 27,000 | 27,000 | |||
Common stock issued in connection with convertible notes | $ 2 | 27,998 | 28,000 | ||
Common stock issued in connection with convertible notes, shares | 20,000 | ||||
Net loss | (1,164,692) | (1,164,692) | |||
Balance at Dec. 31, 2018 | $ 343 | $ 1,208,320 | $ (2,099,185) | $ (890,522) | |
Balance, shares at Dec. 31, 2018 | 3,433,083 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,164,692) | $ (559,406) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 200 | |
Stock-based compensation | 448,840 | |
Amortization of debt discount to interest expense | 131,981 | 106,872 |
Bad debt recovery | (4,176) | 53,975 |
Change in operating assets and liabilities: | ||
Financing leases receivable | (21,025) | 54,635 |
Due from lease service provider | 449 | (6,755) |
Accrued interest receivable | 1,026 | 3,175 |
Prepaid expenses | (43) | (231) |
Accounts payable | 123,324 | 80,281 |
Accrued interest payable | 2,065 | 1,524 |
Accrued interest payable - related parties | 5,973 | (570) |
Accrued expenses | 160,907 | 5,141 |
NET CASH USED IN OPERATING ACTIVITIES | (315,371) | (261,159) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equipment held for sale | 15,000 | 2,700 |
Cash paid for recapitalization | (97,500) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 15,000 | (94,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit - related party | 55,000 | 15,000 |
Proceeds from note payable subscription receivable | 50,000 | |
Proceeds from notes payable - related parties | 50,000 | |
Proceeds from convertible notes | 205,000 | 200,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 310,000 | 265,000 |
NET INCREASE (DECREASE) IN CASH | 9,629 | (90,959) |
CASH, beginning of period | 728 | 91,687 |
CASH, end of period | 10,357 | 728 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 38,281 | 33,145 |
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for services | 77,000 | |
Reclassification of due to related party to line of credit - related party | 15,000 | |
Issuance of Series A Preferred to settele Accrued Compensation | 51,000 | |
Beneficial conversion feature on convertible notes | 27,000 | |
Acquisition for financing leases receivable for accrued expense | 32,921 | |
Increase in debt discount for warrants | 96,494 | |
Conversion of debt in connection with recapitalization | 260,000 | |
Financing lease receivable reclassified to equipment held for sale | 15,000 | |
Increase in subscription receivable and note payable | 50,000 | |
Shares issued for recapitalization | $ 401,484 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Organization Arista Financial Corp. (the “Company”) was incorporated in Nevada on December 15, 2009. Effective February 21, 2012, the Company filed with the State of Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation (“Praco”) and on January 2, 2018, the Company changed its name to Arista Financial Corp. On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista Capital Ltd. (“Arista Capital”), a Nevada corporation formed on June 10, 2014, and the Arista Capital Shareholders (the “Share Exchange Agreement”). Under generally accepted accounting principles, the acquisition by the Company of Arista Capital is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Arista Capital of the Company with the issuance of stock by Arista Capital for the net assets of the Company. This transaction is reflected as a recapitalization and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Arista Capital. Accordingly, the Company’s financial statements prior to the closing of the reverse acquisition, reflect only the business of Arista Capital. The Company is a finance company that provides financing to other small finance companies that do not have significant access to the capital markets. Typically, the Company does this by acquiring lease portfolios from such lenders at a purchase price that yields the Company an annual return and these lenders continue to service the portfolios purchased by the Company. The Company is currently focused on leases for trucks and construction equipment. |
Going Concern Analysis and Mana
Going Concern Analysis and Management Plans | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern Analysis and Management Plans [Abstract] | |
GOING CONCERN ANALYSIS AND MANAGEMENT PLANS | NOTE 2 – GOING CONCERN ANALYSIS AND MANAGEMENT PLANS These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying consolidated financial statements, for the year ended December 31, 2018, the Company had a net loss of $1,164,692 and used cash in operating activities of $315,371. Additionally, the Company had an accumulated deficit of $2,099,185, a stockholders’ deficit of $890,522, and a working capital deficit of $376,779 at December 31, 2018, and minimal revenues for the year ended December 31, 2018. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing in the capital markets is enhanced as a public reporting company. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of presentation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2017 and 2016 include estimates of allowances for uncollectible finance leases receivable, the useful life of property and equipment, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of equipment held for sale, and the fair value of non-cash equity transactions. Credit risk and concentrations The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2018 and 2017, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018. Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of December 31, 2018, the Company’s portfolio of financing leases consists of seven leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition. Cash and cash equivalent For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2018 and 2017, the Company did not have any cash equivalents. Financing leases receivable Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual creditworthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Fair value of financial instruments and fair value measurements The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, due from lease service provider, accrued interest receivables, prepaid expenses, notes payable, accounts payable, accrued expenses, accrued interest payable and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company does not account for any instruments at fair value using level 3 valuation. ASC 825-10 “ Financial Instruments , Revenue recognition Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances. Income taxes Income Tax Provision On December 22, 2017, the Tax Cuts and Jobs Act (“ Tax Act Accounting for Income Taxes, Uncertain Tax Positions The Company evaluates uncertain tax positions to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. Interpretation of taxation rules relating to net operating loss utilization in real estate transactions give rise to uncertain positions. In connection with the uncertain tax position, there were no interest or penalties recorded as the position is expected but the tax returns are not yet due. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states). Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” Improvements to Nonemployee Share-Based Payment Accounting, Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: December 31, December 31, Stock warrants 1,080,250 1,268,749 Stock options 300,000 - Convertible debt 444,124 200,000 1,824,374 1,468,749 Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent accounting pronouncements In May 2014, FASB issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “Leases” In April 2016, the FASB issued ASU No. 2016-09, “ Compensation – Stock Compensation (Topic 718) In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In June 2018, the FASB issued Accounting Standards Update 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07 ”)”. Revenue from Contracts with In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Financing Leases Receivable
Financing Leases Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
FINANCING LEASES RECEIVABLE | NOTE 3 – FINANCING LEASES RECEIVABLE In December 2017, the Company repossessed one truck from one lessee that defaulted on their lease in 2017. At December 31, 2017, the truck held for sale had an estimated residual value of $15,000. On June 13, 2018, the Company sold the truck to a third party for $17,100. Accordingly, the Company recorded a gain on sale of equipment of $2,100 less servicing fees of $495 for a net gain on sale of equipment of $1,605 for the year ended December 31, 2018. On September 28, 2018, the Company entered into a Purchase and Service Agreement with a third-party lease financing company (the “Seller”) to acquire a portfolio consisting of three leases for a cash purchase price of $67,207, an amount that is estimated a yield a return on investment of approximately 18%. The Seller is responsible for administrating the leases, collecting all payments, and distributing funds to the Company. On a monthly basis, the Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through February 2020. Each lease is secured by ownership of the related transportation equipment. As of December 31, 2018 and 2017, financing leases receivable consists of leases for transportation equipment. At December 31, 2018 and 2017, financing leases receivable consisted of the following: December 31, December 31, Total minimum financing leases receivable $ 96,505 $ 89,370 Unearned income (8,124 ) (11,080 ) Total financing leases receivable 88,381 78,290 Less: allowance for uncollectible financing leases receivable (10,295 ) (25,405 ) Financing leases receivable, net 78,086 52,885 Less: current portion of financing leases receivable, net (61,655 ) (33,125 ) Financing leases receivable, net – long-term $ 16,431 $ 19,760 For the years ended December 31, 2018 and 2017, activities in the Company’s allowance for uncollectible financing leases receivable were are follows: For the Years Ended 2018 2017 Allowance for uncollectible financing leases receivable at beginning of period $ 25,405 $ 79,000 Provisions for credit losses - 53,975 Bad debt recovery (15,110 ) (107,570 ) Allowance for uncollectible financing leases receivable at end of period $ 10,295 $ 25,405 At December 31, 2018, the aggregate amounts of future minimum gross lease payments receivable are as follows: Amount Year 1 $ 90,286 Year 2 6,219 Future minimum gross financing leases receivable $ 96,505 |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 4 – CONVERTIBLE DEBT During the year ended December 31, 2015, the Company entered into 10% convertible promissory notes (the “10% Convertible Notes”) with three third party individuals in the aggregate amount of $30,000. The unpaid principal and interest were payable three years from the date of the respective 10% Convertible Note through September 2018 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Noteholders were entitled, at their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.00 per common shares. In connection with the 10% Convertible Notes, the Company issued to noteholders 30,000 five-year warrants to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 60,000 shares upon conversion of the full principal amount of $30,000. During the year ended December 31, 2016, the Company entered into 10% convertible promissory notes (the “2016 10% Convertible Notes”) with seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest are payable three years from the date of the respective 2016 10% Convertible Note through December 2019 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under the 2016 10% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.50 per common shares. The noteholders have the option to extend the due date of the notes for three additional one-year periods. In connection with the 2016 10% Convertible Notes, the Company issued to noteholders 575,000 five-year warrants to acquire common shares at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 266,666 shares to certain noteholders upon conversion of principal amount of $200,000. During the period from July 1, 2017 to September 30, 2017, the Company issued 12% convertible promissory notes to three individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020. The Company may prepay any amount outstanding under the 12% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $3.00 per share. In connection with the 12% Convertible Notes, the Company issued to noteholders five-year warrants to acquire up to 300,000 shares of common stock at $4.00 per share. On May 31, 2018 one of the three noteholders of the 12% Convertible Notes purchased one of the others’ 12% Convertible note which has an unpaid principal balance of $50,000 and had accrued interest of $1,132, for an aggregate purchase price of $51,132. Accordingly, this note had warrants to acquire 75,000 shares of the Company’s common stock at a price of $4.00 per share that was transferred to the new noteholder. As an incentive for purchasing the note, the Company issued to the noteholder 5,000 shares of the Company’s common stock which was recorded as professional fees during the year ended December 31, 2018. The shares were valued at a price of $0.80 per share, or $4,000 (see Note 8). In May 2018, the Company issued an 8% promissory note to an individual in the amount of $50,000. The unpaid principal and interest are payable in November 2018. In connection with these 8% notes, in May 2018, the Company issued to this individual noteholder five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. On June 15, 2018, the Company and noteholder restructured the 8% promissory note to an 11% convertible promissory note for the aggregate amount of $50,000. The unpaid principal and interest is now payable on June 15, 2021. The Company may prepay any amount outstanding under the 11% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount, plus accrued but unpaid interest through the date of such redemption date, multiplied by a prepayment penalty percentage of 5.0%. The Noteholder is entitled, at their option, at any time after the issuance of the 11% Convertible Note, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $2.00 per share. In connection with the 11% Convertible Note, the Company issued to the noteholder five-year warrants to acquire up to 25,000 shares of common stock at $3.00 per share in replacement of the previous warrants associated with the 8% note valued at $16,939, using the below assumptions with the Black-Scholes option-pricing model. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. On September 7, 2018, the Company issued a convertible note to a third-party lender totaling $137,500. The convertible note accrues interest at 8% per annum and matures with interest and principal both due on June 7, 2019. In addition, the Company issued a warrant to purchase 50,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $1.25 per share for a period of three years from the issue date. The Company recorded a $45,565 debt discount relating to the warrants issued to the investor based on the fair value on the dates of issuance, $28,000 for the issuance of 20,000 shares of the Company’s common stock and an original issue discount of $10,000. The debt discount is being accreted over the life of the note. The convertible note and accrued interest are convertible at a conversion price of $1.00 per share, subject to adjustment. On December 3, 2018, the Company issued a convertible note to a third-party lender totaling $40,500. The convertible note accrues interest at 5% per annum and matures with interest and principal both due on December 3, 2019. In addition, the Company issued a warrant to purchase 20,250 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $1.15 per share for a period of three years from the issue date. The Company recorded a $12,106 debt discount relating to the warrants issued to the investor based on the fair value on the dates of issuance, $27,000 for the beneficial conversion feature and an original issue discount of $5,500. The debt discount is being accreted over the life of the note. These Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. The warrants are also exercisable on a cashless basis. The Company evaluated whether or not the convertible notes and warrants above contained embedded conversion options, which meet the definition of derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments. The convertible notes were analyzed to determine if the convertible notes have an embedded beneficial conversion feature (BCF). Based on this analysis, the Company concluded that for the December 2018 note, the conversion feature contained an exercise price that was lower than the fair value of the Company’s common stock and therefore a BCF was recorded. For the remaining notes discussed above, the effective conversion price was greater than the fair value of the Company’s common stock on the note dates and therefore no BCF was recorded. As discussed above, in connection with convertible notes payable, the Company granted an aggregate of 95,250 warrants to note holders (See Note 8). During the years ended December 31, 2018 and 2017, on the issuance date of the respective warrants, the fair value of the warrants of $74,609 and $64,095 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: 2018 2017 Dividend rate 0 0 Term (in years) 3-5 years 5 Years Volatility 100.0 % 100.0 % Risk-free interest rate 1.71-2.82 % 1.80-1.89 % For the years ended December 31, 2018 and 2017, amortization of debt discount related to these convertible notes amounted to $148,826 and $104,089, respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations. As of December 31, 2018 and 2017, accrued interest payable amounted to $13,167 and $11,102, respectively. The weighted average interest rate for the year ended December 31, 2018 and 2017 was approximately 10% and 10.6%, respectively. At December 31, 2018 and 2017, the convertible debt consisted of the following: December 31, December 31, Principal amount $ 628,000 $ 400,000 Less: unamortized debt discount (148,826 ) (93,484 ) Convertible note payable, net – long-term $ 479,174 $ 306,517 At December 31, 2018, debt maturities are $378,000 in 2019 and $250,000 in 2020. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE On December 31, 2017, the Company issued an 8% promissory note to a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, the Company recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest was payable on June 8, 2018. In connection with this 8% note, on December 31, 2017, the Company issued to this noteholder five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. On the issuance date of the warrants, the fair value of the warrants of $16,345 was recorded as a debt discount and an increase to paid-in capital, respectively. As discussed above, in connection with the note payable, the Company granted an aggregate of 25,000 warrants to noteholder. In December 2017, on the issuance date of the respective warrants, the fair values of the warrants of $16,345 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: Dividend rate 0 Term (in years) 5 years Volatility 100.0 % Risk-free interest rate 2.20 % On May 31, 2018, the noteholder elected to convert the unpaid principal of $50,000 and accrued interest of $1,665, into 65,000 shares of the Company’s common stock at a price of $0.80 per share. Upon conversion of the note and related interest on May 31, 2018, the Company expensed the remaining debt discount relating to the above warrants of $7,718 to interest expense on the accompanying condensed consolidated statements of operations. At December 31, 2018 and 2017, note payable consisted of the following: December 31, December 31, Principal amount $ - $ 50,000 Less: unamortized debt discount - (15,891 ) Notes payable, net $ - $ 34,109 For the years ended December 31, 2018 and 2017, amortization of debt discount related to this note amounted to $15,891 and $454, respectively which has been included in interest expense on the accompanying statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – REDEEMABLE SERIES A PREFERRED Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. On September 4, 2018, the Company filed a Certificate of Designation with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51 shares of its authorized preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred”). The shares of Series A Preferred have a par value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and are not convertible into shares of the Company’s common stock. The holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607). With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws. The holders of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of Series A Preferred at any time at a redemption price of $1,000 per share. In addition, the Series A Preferred shall be automatically, and without required action by the Company or the holders thereof, be redeemed by the Company at $1,000 per share on the date that Paul Patrizio ceases, for any reason, to serve as an officer, director or consultant of the Company, it being understand that if Mr. Patrizio continues without interruption to serve in at least one such capacity, this shall not be considered a cessation of service. During the year ended December 31,2018, the Company issued 51 shares of Series A Preferred, valued at $51,000, for officer compensation. |
Redeemable Series A Preferred
Redeemable Series A Preferred | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Series A Preferred [Abstract] | |
REDEEMABLE SERIES A PREFERRED | NOTE 7 – REDEEMABLE SERIES A PREFERRED Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. On September 4, 2018, the Company filed a Certificate of Designation with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51 shares of its authorized preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred”). The shares of Series A Preferred have a par value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and are not convertible into shares of the Company’s common stock. The holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607). With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws. The holders of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of Series A Preferred at any time at a redemption price of $1,000 per share. In addition, the Series A Preferred shall be automatically, and without required action by the Company or the holders thereof, be redeemed by the Company at $1,000 per share on the date that Paul Patrizio ceases, for any reason, to serve as an officer, director or consultant of the Company, it being understand that if Mr. Patrizio continues without interruption to serve in at least one such capacity, this shall not be considered a cessation of service. During the year ended December 31,2018, the Company issued 51 shares of Series A Preferred, valued at $51,000, for officer compensation. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Common stock issued for services On March 1, 2018 and effective on March 15, 2018, the Company entered into a six-month consulting agreement for business development services. In connection with the consulting agreement, the Company issued 60,000 shares of its common stock. The shares were valued at their fair value of $69,000 or $1.15 per common share which was the fair value on the date of grant based on the closing quoted share price on the date of grant. In connection with these shares, the Company recorded stock-based consulting fees of $69,000. Effective on September 15, 2018, the Company entered into a six-month consulting agreement for business development services. In connection with the consulting agreement, the Company issued 75,000 shares of its common stock. The shares were valued at their fair value of $108,750 or $1.45 per common share which was the fair value on the date of grant based on the closing quoted share price on the date of grant. In connection with these shares, the During the year ended December 31, 2008, the Company recorded stock-based consulting fees of $107,851 related to this agreement. As of December 31, 2018, the unamortized amount of $899 in included in prepaid expenses on the consolidated balance sheets which will be amortized over the remaining agreement term. On June 13, 2018, the Company issued 5,000 shares of its common stock at a price of $0.80 per share or $4,000 based on the value of services rendered for investor relations services. Common stock issued for note conversion On May 31, 2018 the Company issued 65,000 shares at a price of $0.80 per share for a conversion of note payable and accrued interest for an aggregate value of $51,665 (see Note 6). On May 31, 2018 the Company issued 48,750 shares at a price of $0.80 per share for conversions of notes payable – related parties and accrued interest – related parties for an aggregate value of $38,881 (see Note 6). On May 31, 2018, the Company issued 5,000 shares of its common stock to a noteholder as an incentive for purchasing another noteholders loan with the Company (see Note 5). The fair value was determined at a price of $0.80 per share, or $4,000, using the value of services rendered to third parties. Stock options Effective January 1, 2018, in connection with an employment agreement (see Note 8), the Company granted to its CEO options to purchase 300,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the options was January 1, 2018 and the options expire on January 1, 2023. The options vest as to (i) 100,000 of such shares on January 1, 2019, and (ii) as to 100,000 of such shares on January 1, 2020 and 100,000 of such shares on January 1, 2021. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 2.20%; and, an estimated holding period of 5 years. In connection with these options, the Company valued these options at a fair value of $225,193 and will record stock-based compensation expense over the vesting period. For the years ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense of $137,618 and $0, respectively. At December 31, 2018, there were 300,000 options outstanding and no options vested and exercisable. As of December 31, 2018, there was $87,575 of unvested stock-based compensation expense to be recognized through January 2021. The aggregate intrinsic value at December 31, 2018 was approximately $27,000 and was calculated based on the difference between the quoted share price on December 31, 2018 and the exercise price of the underlying options. Warrants At Closing of the Share Exchange Agreement, the Praco Shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock. In December 2018, the Company issued to related party noteholders 20,250 five-year warrants to acquire common shares at $0.01 per share (See Note 6). Additionally, in December 2018, the Company issued to a third-party noteholder 25,000 five-year warrants to acquire common shares at $0.01 per share (See Note 5). Warrant activities for the years ended December 31, 2018 and 2017 are summarized as follows: Number of Weighted Weighted Average Balance Outstanding December 31, 2016 635,000 2.00 Granted in connection with Share Exchange 283,749 2.00 Granted in connection with debt 350,000 3.43 Balance Outstanding December 31, 2017 1,268,749 2.39 5.16 Granted in connection with debt 95,250 1.87 Balance Outstanding December 31, 2018 1,363,999 2.36 4.10 $ 54,000 Exercisable, December 31, 2018 1,363,999 2.36 4.10 $ 54,000 |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 9 – COMMITMENTS AND CONTINCENGIES Employment agreement On December 14, 2017 and effective on January 1, 2018 (the "Effective Date"), the Company entered into a new employment agreement with its CEO. For all services rendered by CEO pursuant to this Agreement, during the term of this Agreement the Company shall pay the CEO a salary at the following annual rates based upon the financial statements of the Company: (i) Upon the Effective Date, the CEO's base compensation shall be at the annual rate of $150,000; (ii) Thereafter; upon the first $500,000 of gross proceeds in a financing raised by the Company during the term of the Agreement the CEO's base salary compensation shall be raised to $200,000; (iii) Thereafter; upon the next $500,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO's base salary compensation shall be raised to $250,000; (iv) Thereafter; for each additional $1,000,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO's base salary compensation shall be increased by $12,000. The CEO's base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount. The Company will provide the CEO with an allowance equal to $2,000 per month for health insurance with such allowance increased on each anniversary date of this Agreement at the same rate as the CEO's base compensation in addition to any amounts provided to employees generally. The CEO will earn an annual bonus as follows: nine percent (9%) of the Company's annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Company. This bonus shall be payable in cash within thirty days after the audit has been completed. In addition, the CEO was entitled to a transaction bonus in the amount of $20,000 payable in cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time. In addition, effective January 1, 2018, the CEO was granted options to purchase 300,000 shares of the Corporation's common stock at an exercise price of $1.00 per share which shall vest annually on a pro rata basis over the 3-year period commencing January 1, 2019. Unless earlier terminated in accordance with the terms hereof, the term of the Agreement shall be for the period commencing as of the Effective Date and ending December 31, 2022; provided, however, that on each anniversary date of the Agreement, this Agreement shall automatically be extended for successive one-year periods unless the Company or the CEO shall have given the other written notice of its or his intention to terminate this Agreement at least six months prior to the anniversary date in any such year. In the event of termination of employment by the Company pursuant to the Agreement, without cause, the Company shall continue for a period equal to the greater of (A) the balance of the term of the Agreement, or (B) two (2) years, the following: (i) the CEO's base salary at its then annual rate, and (ii) provide to the Executive the benefits. In the event of termination of the CEO's employment by the Company in the first year of the Agreement for any reason whatsoever excluding a termination with cause, the Company shall pay as severance to CEO, no later than thirty days following the date of termination, the greater of (i) 300% of the maximum allowable bonus payable to the Executive pursuant to Section 4(b); or (ii) the sum of $300,000. Future minimum commitment payments under an employment agreement at December 31, 2018 are as follows: Years ending December 31, Amount 2019 $ 220,500 2020 231,525 2021 243,101 2022 255,256 Total minimum commitment employment agreement payments $ 950,383 Consulting agreements On March 1, 2018, the Company entered into a one-year consulting agreement with a third-party entity for assistance with corporate strategy, investor relations, and financial advisory and business development services. In connection with this consulting agreement, the Company paid the consultant $5,000. Upon fulfillment of the term of the agreement, the agreement shall convert to either an "at will" agreement or shall extend for an additional period of time as mutually determined by the Company and consultant. On August 6, 2018 the Company entered into a consulting agreement with a third party to perform services relating to investor relations and due diligence. The term of this agreement is for a period of two years unless terminated earlier with a thirty-day prior written notice. This consultant will introduce investors to the company and will be paid 8% of the capital raised by the investor introduced. During the year ended December 31, 2018 the parties agreed to terminate this agreement. Investment agreement On July 19, 2018, the Company entered into an investment agreement with a third-party entity to invest up to $5,000,000 over a commitment period of three years by purchasing the Company's common stock under Section 4(a)(2) of the Securities Act of 1933. The third-party entity's obligation to purchase the Company's common stock is subject to the filing and effectiveness of an S-1 registration statement by the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018. The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at December 31, 2018 and 2017 consist of net operating loss carryforwards and allowances for uncollectible financing receivables. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The valuation allowance increased by approximately $82,000 and $92,000 for the years ended December 31, 2018 and 2017, respectively. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2018 and 2017 were as follows: Years Ended December 31, 2018 2017 Income tax benefit at U.S. statutory rate of 34% $ (244,585 ) $ (117,475 ) State income tax benefit (75,705 ) (36,361 ) Non-deductible expenses 25,988 29,390 Change in effective U.S statutory rate to 21% - 58,829 Change in valuation allowance 294,302 65,617 Total provision for income tax $ — $ — The Company’s approximate net deferred tax assets as of December 31, 2018 and 2017 were as follows: December 31, December 31, Deferred Tax Assets: Net operating loss carryforward $ 483,358 $ 185,943 Allowance for uncollectible financing receivables 3,873 6,986 Total deferred tax assets 487,231 192,929 Valuation allowance (487,231 ) (192,929 ) Net deferred tax assets $ - $ - The estimated net operating loss carryforward was approximately $1,757,665 at December 31, 2018. The Company’s net operating loss carryforward may be limited on the usage of such net operating loss carryforwards due to a change in ownership in accordance with Section 382 of the Internal Revenue Code. The Company provided a valuation allowance equal to the net deferred income tax asset for the year ended December 31, 2018 and 2017 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was approximately $294,000 from the year ended December 31, 2018. The potential tax benefit arising from tax loss carryforwards will expire in 2036. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.” No material interest or penalties on unpaid tax were recorded during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2016, 2017 and 2018 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Subsequent to December 31, 2018 the Company entered into three convertible note agreements with investors. The Company received proceeds of $128,300. As additional consideration for entering in the convertible note agreements, the investors were granted a total of 31,910 warrants to purchase the Company's common stock. Subsequent to December 31, 2018 the Company issued 60,000 shares to a vendor for services rendered. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2017 and 2016 include estimates of allowances for uncollectible finance leases receivable, the useful life of property and equipment, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of equipment held for sale, and the fair value of non-cash equity transactions. |
Credit risk and concentrations | Credit risk and concentrations The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2018 and 2017, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018. Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of December 31, 2018, the Company’s portfolio of financing leases consists of seven leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition. |
Cash and cash equivalent | Cash and cash equivalent For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2018 and 2017, the Company did not have any cash equivalents. |
Financing leases receivable | Financing leases receivable Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual creditworthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, due from lease service provider, accrued interest receivables, prepaid expenses, notes payable, accounts payable, accrued expenses, accrued interest payable and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company does not account for any instruments at fair value using level 3 valuation. ASC 825-10 “ Financial Instruments , |
Revenue recognition | Revenue recognition Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances. |
Income taxes | Income taxes Income Tax Provision On December 22, 2017, the Tax Cuts and Jobs Act (“ Tax Act Accounting for Income Taxes, Uncertain Tax Positions The Company evaluates uncertain tax positions to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. Interpretation of taxation rules relating to net operating loss utilization in real estate transactions give rise to uncertain positions. In connection with the uncertain tax position, there were no interest or penalties recorded as the position is expected but the tax returns are not yet due. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states). |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” Improvements to Nonemployee Share-Based Payment Accounting, |
Basic and diluted loss per share | Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: December 31, December 31, Stock warrants 1,080,250 1,268,749 Stock options 300,000 - Convertible debt 444,124 200,000 1,824,374 1,468,749 |
Related parties | Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, FASB issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “Leases” In April 2016, the FASB issued ASU No. 2016-09, “ Compensation – Stock Compensation (Topic 718) In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In June 2018, the FASB issued Accounting Standards Update 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07 ”)”. Revenue from Contracts with In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive impact on net losses | December 31, December 31, Stock warrants 1,080,250 1,268,749 Stock options 300,000 - Convertible debt 444,124 200,000 1,824,374 1,468,749 |
Financing Leases Receivable (Ta
Financing Leases Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Summary of financing leases receivable | December 31, December 31, Total minimum financing leases receivable $ 96,505 $ 89,370 Unearned income (8,124 ) (11,080 ) Total financing leases receivable 88,381 78,290 Less: allowance for uncollectible financing leases receivable (10,295 ) (25,405 ) Financing leases receivable, net 78,086 52,885 Less: current portion of financing leases receivable, net (61,655 ) (33,125 ) Financing leases receivable, net – long-term $ 16,431 $ 19,760 |
Summary of uncollectible financing leases receivable | For the Years Ended 2018 2017 Allowance for uncollectible financing leases receivable at beginning of period $ 25,405 $ 79,000 Provisions for credit losses - 53,975 Bad debt recovery (15,110 ) (107,570 ) Allowance for uncollectible financing leases receivable at end of period $ 10,295 $ 25,405 |
Summary of future minimum gross lease payments receivable | Amount Year 1 $ 90,286 Year 2 6,219 Future minimum gross financing leases receivable $ 96,505 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of fair value option-pricing model of weighted-average assumptions | 2018 2017 Dividend rate 0 0 Term (in years) 3-5 years 5 Years Volatility 100.0 % 100.0 % Risk-free interest rate 1.71-2.82 % 1.80-1.89 % |
Schedule of convertible debt | December 31, December 31, Principal amount $ 628,000 $ 400,000 Less: unamortized debt discount (148,826 ) (93,484 ) Convertible note payable, net – long-term $ 479,174 $ 306,517 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of fair market value of each stock warrant | Dividend rate 0 Term (in years) 5 years Volatility 100.0 % Risk-free interest rate 2.20 % |
Schedule of note payable | December 31, December 31, Principal amount $ - $ 50,000 Less: unamortized debt discount - (15,891 ) Notes payable, net $ - $ 34,109 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Black-Scholes option-pricing model using weighted-average assumptions | 2017 Dividend rate 0 Term (in years) 5 years Volatility 100.0 % Risk-free interest rate 2.14 % |
Schedule of notes payable - related parties | December 31, December 31, Principal amount $ 12,500 $ 50,000 Less: unamortized debt discount - (14,716 ) Notes payable – related parties, net $ 12,500 $ 35,284 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Deficit | |
Schedule of warrant activities | Number of Weighted Weighted Average Balance Outstanding December 31, 2016 635,000 2.00 Granted in connection with Share Exchange 283,749 2.00 Granted in connection with debt 350,000 3.43 Balance Outstanding December 31, 2017 1,268,749 2.39 5.16 Granted in connection with debt 95,250 1.87 Balance Outstanding December 31, 2018 1,363,999 2.36 4.10 $ 54,000 Exercisable, December 31, 2018 1,363,999 2.36 4.10 $ 54,000 |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum commitment payments under an employment agreement | Years ending December 31, Amount 2019 $ 220,500 2020 231,525 2021 243,101 2022 255,256 Total minimum commitment employment agreement payments $ 950,383 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax effective statutory rate | Years Ended December 31, 2018 2017 Income tax benefit at U.S. statutory rate of 34% $ (244,585 ) $ (117,475 ) State income tax benefit (75,705 ) (36,361 ) Non-deductible expenses 25,988 29,390 Change in effective U.S statutory rate to 21% - 58,829 Change in valuation allowance 294,302 65,617 Total provision for income tax $ — $ — |
Schedule of net deferred tax assets | December 31, December 31, Deferred Tax Assets: Net operating loss carryforward $ 483,358 $ 185,943 Allowance for uncollectible financing receivables 3,873 6,986 Total deferred tax assets 487,231 192,929 Valuation allowance (487,231 ) (192,929 ) Net deferred tax assets $ - $ - |
Going Concern Analysis and Ma_2
Going Concern Analysis and Management Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern Analysis and Management Plans [Abstract] | |||
Net loss | $ (1,164,692) | $ (559,406) | |
Cash used in operations activities | (315,371) | (261,159) | |
Accumulated deficit | (2,099,185) | (934,493) | |
Stockholders' deficit | (890,522) | $ (399,831) | $ (99,434) |
Working capital deficit | $ 376,779 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares of common stock | 1,824,374 | 1,468,749 |
Stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares of common stock | 1,080,250 | 1,268,749 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares of common stock | 300,000 | |
Convertible debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares of common stock | 444,124 | 200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended |
Dec. 22, 2017 | |
Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Federal statutory tax rate | 21.00% |
Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Federal statutory tax rate | 35.00% |
Financing Leases Receivable (De
Financing Leases Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
Total minimum financing leases receivable | $ 96,505 | $ 89,370 |
Unearned income | (8,124) | (11,080) |
Total financing leases receivable | 88,381 | 78,290 |
Less: allowance for uncollectible financing leases receivable | (10,295) | (25,405) |
Financing leases receivable, net | 78,086 | 52,885 |
Less: current portion of financing leases receivable, net | (61,655) | (33,125) |
Financing leases receivable, net - long-term | $ 16,431 | $ 19,760 |
Financing Leases Receivable (_2
Financing Leases Receivable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||
Allowance for uncollectible financing leases receivable at beginning of period | $ 25,405 | $ 79,000 |
Provisions for credit losses | 53,975 | |
Bad debt recovery | (15,110) | (107,570) |
Allowance for uncollectible financing leases receivable at end of period | $ 10,295 | $ 25,405 |
Financing Leases Receivable (_3
Financing Leases Receivable (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
Year 1 | $ 90,286 | |
Year 2 | 6,219 | |
Future minimum gross financing leases receivable | $ 96,505 | $ 89,370 |
Financing Leases Receivable (_4
Financing Leases Receivable (Details Textual) - USD ($) | Jun. 13, 2018 | Sep. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Financing Leases Receivable (Textual) | ||||
Financing lease transaction, description | The Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through February 2020. | |||
Gain on sale of equipment | $ 1,605 | |||
Leases for cash purchase price | $ 67,207 | |||
Percentage of estimated yield return on investment | 18.00% | |||
Third-Party Payor [Member] | ||||
Financing Leases Receivable (Textual) | ||||
Sale of truck | $ 17,100 | |||
Gain on sale of equipment | 2,100 | |||
Net gain on sale of equipment | 1,605 | |||
Servicing fees | $ 495 | |||
Truck held for sale [Member] | ||||
Financing Leases Receivable (Textual) | ||||
Estimated residual value | $ 15,000 |
Convertible Debt (Details)
Convertible Debt (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Term (in years) | 5 years | |
Volatility | 100.00% | 100.00% |
Minimum [Member] | ||
Convertible Debt [Line Items] | ||
Term (in years) | 3 years | |
Risk-free interest rate | 1.71% | 1.80% |
Maximum [Member] | ||
Convertible Debt [Line Items] | ||
Term (in years) | 5 years | |
Risk-free interest rate | 2.82% | 1.89% |
Convertible Debt (Details 1)
Convertible Debt (Details 1) - Convertible Debt [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Extinguishment of Debt [Line Items] | ||
Principal amount | $ 628,000 | $ 400,000 |
Less: unamortized debt discount | (148,826) | (93,484) |
Convertible note payable, net - long-term | $ 479,174 | $ 306,517 |
Convertible Debt (Details Textu
Convertible Debt (Details Textual) | Dec. 03, 2018USD ($)$ / sharesshares | Sep. 07, 2018USD ($)$ / sharesshares | Dec. 14, 2017USD ($)shares | Jun. 30, 2018 | Jun. 15, 2018USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Individuals$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)Individuals$ / sharesshares | Dec. 31, 2015USD ($)NumberIndividuals$ / sharesshares | Jun. 01, 2018USD ($) | Mar. 01, 2018$ / shares |
Convertible Debt (Textual) | |||||||||||||
Shares issued per share | $ / shares | $ 1.15 | ||||||||||||
Number of value issued upon conversion | $ 90,545 | $ 2,600 | |||||||||||
Amortization of debt discount | 131,981 | 106,872 | |||||||||||
Fair value of the warrants | $ 16,345 | ||||||||||||
Eleven Percentage Convertible Notes [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Convertible debt, description | The Company and noteholder restructured the 8% promissory note to an 11% convertible promissory note. | ||||||||||||
Aggregate amount | $ 50,000 | ||||||||||||
Interest rate | 11.00% | ||||||||||||
Common stock conversion price, per share | $ / shares | $ 2 | ||||||||||||
Convertible debt prepayment penalty, percentage | 5.00% | ||||||||||||
Warrants to acquire common shares | shares | 25,000 | ||||||||||||
Common stock price per share | $ / shares | $ 3 | ||||||||||||
Warrants terms | 5 years | ||||||||||||
Fair value of the warrants | $ 16,939 | ||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Convertible debt, description | The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020. | The unpaid principal and interest are payable three years from the date of the respective 2016 10% Convertible Note through December 2019. | |||||||||||
Convertible debt conversion, percentage | 12.00% | 10.00% | |||||||||||
Number of individuals | Individuals | 3 | 7 | |||||||||||
Aggregate amount | $ 200,000 | $ 400,000 | |||||||||||
Interest rate | 12.00% | 10.00% | |||||||||||
Common stock conversion price, per share | $ / shares | $ 3 | $ 1.50 | |||||||||||
Number of shares issued to noteholders | shares | 300,000 | 575,000 | |||||||||||
Warrants expiration, term | 5 years | 5 years | |||||||||||
Shares issued per share | $ / shares | $ 4 | $ 2 | |||||||||||
Convertible debt prepayment penalty, percentage | 5.00% | 5.00% | |||||||||||
Convertible debt due, description | The noteholders have the option to extend the due date of the notes for three additional one-year periods. | ||||||||||||
Common stock price per share | $ / shares | $ 4 | ||||||||||||
Share issued to noteholder | shares | 5,000 | ||||||||||||
Convertible promissory notes | $ 200,000 | ||||||||||||
Conversion shares | shares | 266,666 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Convertible debt, description | The unpaid principal and interest were payable three years from the date of the respective 10% Convertible Note through September 2018. | ||||||||||||
Convertible debt conversion, percentage | 10.00% | ||||||||||||
Number of individuals | Individuals | 3 | ||||||||||||
Aggregate amount | $ 30,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Common stock conversion price, per share | $ / shares | $ 1 | ||||||||||||
Number of shares issued to noteholders | shares | 30,000 | ||||||||||||
Warrants expiration, term | 5 years | ||||||||||||
Shares issued per share | $ / shares | $ 2 | ||||||||||||
Third Party Lender [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Aggregate amount | $ 40,500 | $ 137,500 | |||||||||||
Interest rate | 5.00% | 8.00% | |||||||||||
Common stock conversion price, per share | $ / shares | $ 1 | ||||||||||||
Amortization of debt discount | $ 12,106 | $ 45,565 | |||||||||||
Common stock price per share | $ / shares | $ 1.15 | $ 1.25 | |||||||||||
Debt instrument, maturity date | Dec. 3, 2019 | Jun. 7, 2019 | |||||||||||
Warrant to purchase | shares | 20,250 | 50,000 | |||||||||||
Common stock shares issuance | $ 27,000 | $ 280 | |||||||||||
Common stock shares issuance, shares | shares | 5,500 | 20,000 | |||||||||||
Original issue discount | $ 10,000 | ||||||||||||
Eight Percentage Promissory Notes [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Aggregate amount | $ 50,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Warrants to acquire common shares | shares | 25,000 | ||||||||||||
Common stock price per share | $ / shares | $ 0.01 | ||||||||||||
Warrants terms | 5 years | ||||||||||||
Twelve Percentage Convertible Notes [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Convertible debt conversion, percentage | 12.00% | ||||||||||||
Shares issued per share | $ / shares | $ 0.80 | ||||||||||||
Unpaid principal balance | $ 50,000 | ||||||||||||
Accrued interest | 1,132 | ||||||||||||
Aggregate purchase price | $ 51,132 | ||||||||||||
Warrants to acquire common shares | shares | 75,000 | ||||||||||||
Common stock price per share | $ / shares | $ 4 | ||||||||||||
Common stock ,values | $ 4,000 | ||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Amortization of debt discount | $ 15,891 | $ 454 | |||||||||||
Unpaid principal balance | 50,000 | ||||||||||||
Accrued interest | $ 1,665 | ||||||||||||
Warrants to acquire common shares | shares | 65,000 | 25,000 | |||||||||||
Fair value of the warrants | $ 16,345 | ||||||||||||
Notes Payable Related Parties [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Convertible debt conversion, percentage | 8.00% | 10.00% | |||||||||||
Number of individuals | Number | 3 | ||||||||||||
Aggregate amount | $ 30,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Common stock conversion price, per share | $ / shares | $ 1 | ||||||||||||
Warrants expiration, term | 5 years | ||||||||||||
Amortization of debt discount | $ 25,590 | $ 2,329 | |||||||||||
Weighted average interest rate | 8.00% | 9.90% | |||||||||||
Unpaid principal balance | $ 37,500 | ||||||||||||
Accrued interest | $ 1,381 | ||||||||||||
Warrants to acquire common shares | shares | 48,750 | ||||||||||||
Convertible promissory notes | $ 30,000 | $ 12,500 | |||||||||||
Conversion shares | shares | 60,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Amortization of debt discount | $ 148,826 | $ 104,089 | |||||||||||
Interest payable | $ 13,167 | $ 11,102 | |||||||||||
Weighted average interest rate | 10.00% | 10.60% | |||||||||||
Debt maturities in 2019 | $ 378,000 | ||||||||||||
Debt maturities in 2020 | $ 250,000 | ||||||||||||
Note Holder [Member] | |||||||||||||
Convertible Debt (Textual) | |||||||||||||
Warrants to acquire common shares | shares | 95,250 | ||||||||||||
Fair value of the warrants | $ 74,609 | $ 64,095 | |||||||||||
Common stock shares issuance, shares | shares | 5,000 |
Note Payable (Details)
Note Payable (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Term (in years) | 5 years | |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Dividend rate | 0.00% | |
Term (in years) | 5 years | |
Volatility | 100.00% | |
Risk-free interest rate | 2.20% |
Note Payable (Details 1)
Note Payable (Details 1) - Notes Payable [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | ||
Principal amount | $ 50,000 | |
Less: unamortized debt discount | (15,891) | |
Notes payable, net | $ 34,109 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | Dec. 03, 2018 | Sep. 07, 2018 | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2018 | Sep. 15, 2018 | Dec. 31, 2015 |
Note Payable (Textual) | ||||||||
Common stock, per share | $ 0.0001 | $ 0.0001 | $ 1.45 | |||||
Fair value of the warrants | $ 16,345 | |||||||
Aggregate granted warrants | 25,000 | |||||||
Amortization of debt discount | $ 131,981 | $ 106,872 | ||||||
Third Party Lender [Member] | ||||||||
Note Payable (Textual) | ||||||||
Amortization of debt discount | $ 12,106 | $ 45,565 | ||||||
Twelve Percentage Convertible Notes [Member] | ||||||||
Note Payable (Textual) | ||||||||
Warrants to acquire common shares | 75,000 | |||||||
Unpaid principal balance | $ 50,000 | |||||||
Accrued interest | $ 1,132 | |||||||
Notes Payable, Other Payables [Member] | ||||||||
Note Payable (Textual) | ||||||||
Promissory notes interest rate | 8.00% | |||||||
Warrants to acquire common shares | 65,000 | 25,000 | ||||||
Common stock, per share | $ 0.80 | $ 0.01 | ||||||
Fair value of the warrants | $ 16,345 | |||||||
Aggregate granted warrants | 25,000 | |||||||
Amortization of debt discount | 15,891 | $ 454 | ||||||
Principal amount | 50,000 | |||||||
Unpaid principal balance | $ 50,000 | |||||||
Accrued interest | 1,665 | |||||||
Remaining debt discount relating to interest expense | $ 7,718 | |||||||
Notes Payable Related Party [Member] | ||||||||
Note Payable (Textual) | ||||||||
Warrants to acquire common shares | 48,750 | |||||||
Common stock, per share | $ 0.80 | $ 2 | ||||||
Amortization of debt discount | 25,590 | 2,329 | ||||||
Principal amount | 12,500 | 50,000 | $ 60,000 | |||||
Unpaid principal balance | $ 37,500 | |||||||
Accrued interest | 1,381 | |||||||
Remaining debt discount relating to interest expense | $ 5,017 | |||||||
Convertible Debt [Member] | ||||||||
Note Payable (Textual) | ||||||||
Amortization of debt discount | $ 148,826 | 104,089 | ||||||
Note Holder [Member] | ||||||||
Note Payable (Textual) | ||||||||
Warrants to acquire common shares | 95,250 | |||||||
Fair value of the warrants | $ 74,609 | $ 64,095 | ||||||
Eight Percentage Promissory Notes [Member] | ||||||||
Note Payable (Textual) | ||||||||
Warrants to acquire common shares | 25,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend rate | 0.00% | 0.00% |
Term (in years) | 5 years | |
Notes payable - related parties [Member] | ||
Dividend rate | 0.00% | |
Term (in years) | 5 years | |
Volatility | 100.00% | |
Risk-free interest rate | 2.14% |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) | Dec. 31, 2018 | Oct. 01, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Notes payable - related parties, net | $ 12,500 | $ 35,284 | |
Notes Payable Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Principal amount | 12,500 | $ 60,000 | 50,000 |
Less: unamortized debt discount | (14,716) | ||
Notes payable - related parties, net | $ 12,500 | $ 35,284 |
Related Party Transactions (D_3
Related Party Transactions (Details Textual) | Dec. 03, 2018USD ($) | Sep. 07, 2018USD ($)$ / shares | Dec. 14, 2017USD ($)shares | Jun. 30, 2018 | May 31, 2018USD ($)$ / sharesshares | Jan. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($)Individuals$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Individuals$ / sharesshares | Dec. 31, 2015USD ($)Number$ / shares | Oct. 01, 2018USD ($) | Sep. 15, 2018$ / shares | Aug. 01, 2018USD ($) | Jun. 13, 2018$ / shares | Jun. 01, 2018USD ($) | Mar. 01, 2018$ / shares |
Related Party Transactions (Textual) | ||||||||||||||||||
Fair value of the warrants | $ 16,345 | |||||||||||||||||
Amortization of debt discount related party convertible notes and notes payable | 131,981 | $ 106,872 | ||||||||||||||||
Interest expense - related parties | $ 2,812 | $ 23,703 | 4,759 | |||||||||||||||
Office rent - related party, description | The Company rents its office space from a Director of the Company on a month-to-month basis for $750 per month. | |||||||||||||||||
Rent expense - related party | $ 9,723 | $ 6,750 | 7,500 | |||||||||||||||
Proceeds from line of credit - related party | 55,000 | 15,000 | ||||||||||||||||
Line of credit - related party | 70,000 | |||||||||||||||||
Reclassification of due to related party to line of credit - related party | $ 15,000 | |||||||||||||||||
Common stock, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 1.45 | |||||||||||||||
Line of credit, description | The Company amended the terms of the line of credit agreement dated January 1, 2018 with the related party lender to increase the principal amount from $50,000 to $60,000. On October 1, 2018 the Company amended the terms of the line of credit agreement dated January 1, 2018 with the related party lender to increase the principal amount from $60,000 to $80,000. All other terms under the line of credit remain the same. | |||||||||||||||||
Shares issued per share | $ / shares | $ 1.15 | |||||||||||||||||
Warrant [Member] | Note Payable Two [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Warrants expiration, term | 5 years | |||||||||||||||||
Common Stock [Member] | Investor [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Common stock, per share | $ / shares | $ 0.80 | |||||||||||||||||
Common Stock [Member] | Note Payable [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Common stock, per share | $ / shares | $ 0.80 | |||||||||||||||||
Common Stock [Member] | Note Payable Two [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Common stock, per share | $ / shares | 0.80 | |||||||||||||||||
Common Stock [Member] | Note Payable One [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Common stock, per share | $ / shares | $ 0.80 | |||||||||||||||||
Director [Member] | Due To Related Party [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Working capital | $ 15,000 | |||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Convertible promissory notes, percentage | 12.00% | |||||||||||||||||
Interest, percentage | 18.00% | |||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Proceeds from line of credit - related party | $ 50,000 | |||||||||||||||||
Reclassification of due to related party to line of credit - related party | $ 15,000 | |||||||||||||||||
Notes Payable Related Parties [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Convertible promissory notes, percentage | 8.00% | 10.00% | ||||||||||||||||
Remaining debt discount relating to interest expense | $ 5,017 | |||||||||||||||||
Convertible promissory notes | $ 30,000 | $ 12,500 | ||||||||||||||||
Interest, percentage | 10.00% | |||||||||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||||||||
Principal amount | $ 12,500 | $ 50,000 | $ 60,000 | |||||||||||||||
Conversion shares | shares | 60,000 | |||||||||||||||||
Aggregate of warrants | shares | 48,750 | |||||||||||||||||
Weighted average interest rate | 8.00% | 9.90% | ||||||||||||||||
Amortization of debt discount related party convertible notes and notes payable | $ 25,590 | $ 2,329 | ||||||||||||||||
Accrued interest payable - related parties | 5,973 | 570 | ||||||||||||||||
Interest expense - related parties | $ 252 | $ 23,703 | $ 4,795 | |||||||||||||||
Unpaid principal balance | $ 37,500 | |||||||||||||||||
Common stock, per share | $ / shares | $ 0.80 | $ 2 | ||||||||||||||||
Accrued interest | $ 1,381 | |||||||||||||||||
Notes payable - related parties, description | On June 1, 2018, the Company and noteholder restructured the remaining 8% promissory note of $12,500 into a 10% promissory note with all unpaid principal and interest due on December 31, 2018. | |||||||||||||||||
Number of individuals | Number | 3 | |||||||||||||||||
Aggregate amount | $ 30,000 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Warrants expiration, term | 5 years | |||||||||||||||||
Notes Payable Related Parties [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Notes Payable Related Parties [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||
Notes Payable Related Parties [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Aggregate of warrants | shares | 25,000 | |||||||||||||||||
Fair value of the warrants | $ 16,053 | |||||||||||||||||
Notes Payable Related Parties [Member] | Officers And Directors [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Convertible promissory notes, percentage | 8.00% | |||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Conversion shares | shares | 25,000 | |||||||||||||||||
Warrants terms | 5 years | |||||||||||||||||
Acquire common shares, per share | $ / shares | $ 0.01 | |||||||||||||||||
Third Party Lender [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||||||||
Amortization of debt discount related party convertible notes and notes payable | $ 12,106 | $ 45,565 | ||||||||||||||||
Aggregate amount | $ 40,500 | $ 137,500 | ||||||||||||||||
Interest rate | 5.00% | 8.00% | ||||||||||||||||
Twelve Percentage Convertible Notes [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Convertible promissory notes, percentage | 12.00% | |||||||||||||||||
Aggregate of warrants | shares | 75,000 | |||||||||||||||||
Unpaid principal balance | $ 50,000 | |||||||||||||||||
Accrued interest | $ 1,132 | |||||||||||||||||
Shares issued per share | $ / shares | $ 0.80 | |||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Remaining debt discount relating to interest expense | $ 7,718 | |||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Aggregate of warrants | shares | 65,000 | 25,000 | ||||||||||||||||
Fair value of the warrants | $ 16,345 | |||||||||||||||||
Amortization of debt discount related party convertible notes and notes payable | $ 15,891 | $ 454 | ||||||||||||||||
Unpaid principal balance | $ 50,000 | |||||||||||||||||
Common stock, per share | $ / shares | $ 0.80 | $ 0.01 | ||||||||||||||||
Accrued interest | $ 1,665 | |||||||||||||||||
Convertible Notes Payable Two [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Convertible promissory notes, percentage | 12.00% | 10.00% | ||||||||||||||||
Convertible promissory notes | $ 200,000 | |||||||||||||||||
Conversion price | $ / shares | $ 3 | $ 1.50 | ||||||||||||||||
Conversion shares | shares | 266,666 | |||||||||||||||||
Number of individuals | Individuals | 3 | 7 | ||||||||||||||||
Aggregate amount | $ 200,000 | $ 400,000 | ||||||||||||||||
Interest rate | 12.00% | 10.00% | ||||||||||||||||
Number of shares issued to noteholders | shares | 300,000 | 575,000 | ||||||||||||||||
Warrants expiration, term | 5 years | 5 years | ||||||||||||||||
Shares issued per share | $ / shares | $ 4 | $ 2 | ||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Weighted average interest rate | 10.00% | 10.60% | ||||||||||||||||
Amortization of debt discount related party convertible notes and notes payable | $ 148,826 | $ 104,089 | ||||||||||||||||
Note Holder [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Aggregate of warrants | shares | 95,250 | |||||||||||||||||
Fair value of the warrants | $ 74,609 | $ 64,095 | ||||||||||||||||
Eight Percentage Promissory Notes [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Aggregate of warrants | shares | 25,000 | |||||||||||||||||
Aggregate amount | $ 50,000 | |||||||||||||||||
Interest rate | 8.00% |
Redeemable Series A Preferred (
Redeemable Series A Preferred (Details) - USD ($) | Sep. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Redeemable Series A Preferred Textual [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Series A Preferred Stock [Member] | |||
Redeemable Series A Preferred Textual [Abstract] | |||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 51 | 51 | |
Preferred stock voting rights | The holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607). With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws. | ||
Redemption price per share | $ 1,000 | ||
Officer compensation | $ 51,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders Deficit Details Abstract | ||
Balance Outstanding, Number of Warrants | 1,268,749 | 635,000 |
Granted in connection with Share Exchange, Number of Warrants | 283,749 | |
Granted in connection with debt, Number of Warrants | 95,250 | 350,000 |
Balance Outstanding, Number of Warrants | 1,363,999 | 1,268,749 |
Exercisable, Number of Warrants | 1,363,999 | |
Balance Outstanding, Weighted Average Exercise Price | $ 2.39 | $ 2 |
Granted in connection with Share Exchange, Weighted Average Exercise Price | 2 | |
Granted in connection with debt, Weighted Average Exercise Price | 1.87 | 3.43 |
Exercisable, Weighted Average Exercise Price | 2.36 | |
Balance Outstanding, Weighted Average Exercise Price | $ 2.36 | $ 2.39 |
Balance Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 1 month 6 days | 5 years 1 month 27 days |
Exercisable, Weighted Average Remaining Contractual Term (Years) | 4 years 1 month 6 days | |
Balance Outstanding, Aggregate Intrinsic Value | $ 54,000 | |
Exercisable, Aggregate Intrinsic Value | $ 54,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) | Jun. 13, 2018 | Mar. 01, 2018 | Sep. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2008 | May 31, 2018 | Dec. 31, 2016 |
Stockholders' Deficit (Textual) | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Number of common stock issued for services | 75,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Fair value of shares issued | $ 69,000 | $ 108,750 | $ 453,847 | |||||
Shares issued price per share | $ 1.15 | |||||||
Stock-based compensation expense | $ 69,000 | $ 137,618 | $ 0 | $ 107,851 | ||||
Exercisable price per share | $ 2.36 | |||||||
Number of options outstanding | 1,363,999 | 1,268,749 | 635,000 | |||||
Aggregate intrinsic value | $ 54,000 | |||||||
Common stock, shares issued | 3,433,083 | 3,088,333 | ||||||
Common stock, per share | $ 1.45 | $ 0.0001 | $ 0.0001 | |||||
Aggregate intrinsic value | $ 0 | |||||||
Unamortized amount | 899 | |||||||
Number of warrants issued in connection with Share Exchange | 283,749 | |||||||
Warrants exercisable price per share | $ 2 | |||||||
Stock options [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Stock-based compensation expense | $ 87,575 | $ 225,193 | ||||||
Exercisable price per share | ||||||||
Employment agreement, description | The Company granted to its CEO options to purchase 300,000 shares of the Company's common stock at an exercise price of $1.00 per share. The grant date of the options was January 1, 2018 and the options expire on January 1, 2023. The options vest as to (i) 100,000 of such shares on January 1, 2019, and (ii) as to 100,000 of such shares on January 1, 2020 and 100,000 of such shares on January 1, 2021. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 2.20%; and, an estimated holding period of 5 years. | |||||||
Number of options outstanding | 300,000 | |||||||
Aggregate intrinsic value | ||||||||
Aggregate intrinsic value | $ 27,000 | |||||||
Common Stock [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Number of common stock issued for services | 60,000 | 211,000 | ||||||
Fair value of shares issued | $ 21 | |||||||
Common Stock [Member] | Investor [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Fair value of shares issued | $ 4,000 | |||||||
Common stock, shares issued | 5,000 | |||||||
Common stock, per share | $ 0.80 | |||||||
Common Stock [Member] | Noteholder [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Aggregate intrinsic value | $ 4,000 | |||||||
Common stock, shares issued | 5,000 | |||||||
Common stock, per share | $ 0.80 | |||||||
Common Stock [Member] | Note payable and accrued interest [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Aggregate intrinsic value | $ 51,665 | |||||||
Common stock, shares issued | 65,000 | |||||||
Common stock, per share | $ 0.80 | |||||||
Common Stock [Member] | Notes payable - related parties and accrued interest - related parties [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Aggregate intrinsic value | $ 38,881 | |||||||
Common stock, shares issued | 48,750 | |||||||
Common stock, per share | $ 0.80 | |||||||
Warrant [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Number of warrants issued in connection with Share Exchange | 283,749 | |||||||
Warrants exercisable price per share | $ 2 | |||||||
Warrants issued to purchase common stock | 935,000 | |||||||
Warrant [Member] | Third-party noteholder [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Number of warrants issued in connection with Share Exchange | 25,000 | |||||||
Warrants exercisable price per share | $ 0.01 | |||||||
Warrants expiration, term | 5 years | |||||||
Warrant [Member] | Noteholder [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Number of warrants issued in connection with Share Exchange | 20,250 | |||||||
Warrants exercisable price per share | $ 0.01 | |||||||
Warrants expiration, term | 5 years |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 220,500 |
2020 | 231,525 |
2021 | 243,101 |
2022 | 255,256 |
Total minimum commitment employment agreement payments | $ 950,383 |
Commitments and Contincengies_3
Commitments and Contincengies (Details Textual) - USD ($) | Dec. 14, 2017 | Jul. 19, 2018 | Mar. 01, 2018 | Jan. 31, 2018 | Dec. 31, 2018 |
Commitments and Contincengies (Textual) | |||||
Other commitments, description | The Company entered into an investment agreement with a third-party entity to invest up to $5,000,000 over a commitment period of three years by purchasing the Company's common stock. | ||||
Exercisable price per share | $ 2.36 | ||||
Consultant fees | $ 5,000 | ||||
CEO [Member] | |||||
Commitments and Contincengies (Textual) | |||||
Other commitments, description | The CEO will earn an annual bonus as follows: nine percent (9%) of the Company's annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Company. | The CEO was granted options to purchase 300,000 shares of the Corporation’s common stock at an exercise price of $1.00 per share which shall vest annually on a pro rata basis over the 3-year period commencing January 1, 2019. | |||
Bonus payable agreement, description | The Company shall pay as severance to CEO, no later than thirty days following the date of termination, the greater of (i) 300% of the maximum allowable bonus payable to the Executive pursuant to Section 4(b); or (ii) the sum of $300,000. | ||||
Amount of bonus transaction | $ 20,000 | ||||
Health insurance | $ 2,000 | ||||
Employment agreement [Member] | |||||
Commitments and Contincengies (Textual) | |||||
Agreement of annual salary, description | The CEO’s base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount. | ||||
Employment agreement [Member] | CEO [Member] | |||||
Commitments and Contincengies (Textual) | |||||
Agreement of annual salary, description | (i) Upon the Effective Date, the CEO's base compensation shall be at the annual rate of $150,000; (ii) Thereafter; upon the first $500,000 of gross proceeds in a financing raised by the Company during the term of the Agreement the CEO's base salary compensation shall be raised to $200,000; (iii) Thereafter; upon the next $500,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO's base salary compensation shall be raised to $250,000; (iv) Thereafter; for each additional $1,000,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO's base salary compensation shall be increased by $12,000. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate of 34% | $ (244,585) | $ (117,475) |
State income tax benefit | (75,705) | (36,361) |
Non-deductible expenses | 25,988 | 29,390 |
Change in effective U.S statutory rate to 21% | 58,829 | |
Change in valuation allowance | 294,302 | 65,617 |
Total provision for income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets: | ||
Net operating loss carryforward | $ 483,358 | $ 185,943 |
Allowance for uncollectible financing receivables | 3,873 | 6,986 |
Total deferred tax assets | 487,231 | 192,929 |
Valuation allowance | (487,231) | (192,929) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | |||
Federal income tax rate description | The United States signed into law the Tax Cuts and Jobs Act (the "Act"), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018. | ||
Increase in valuation allowance | $ 82,000 | $ 92,000 | |
Net operating loss carryforwards | $ 1,757,665 | ||
Expiration date of operating loss carry forwards | Dec. 31, 2036 | ||
Increase in valuation allowance (approximately) | $ 294,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 15, 2018 | Dec. 31, 2018 | |
Subsequent Events (Textual) | ||
Number of common stock issued for services | 75,000 | |
Three convertible note agreements [Member] | ||
Subsequent Events (Textual) | ||
Proceeds from investors | $ 128,300 | |
Warrants issued to purchase common stock | 31,910 | |
Number of common stock issued for services | 60,000 |