Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | LGBTQ Loyalty Holdings, Inc. | |
Entity Central Index Key | 0001510247 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 167,682,460 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 14,093 | $ 40,908 |
Other current assets | 9,220 | 595 |
Total current assets | 23,313 | 41,503 |
Property and equipment, net of depreciation | 1,900 | |
Intangible assets, net of amortization | 47,500 | |
Total Assets | 72,713 | 41,503 |
Current liabilities: | ||
Accounts payable | 502,818 | 245,133 |
Accrued salaries | 116,250 | 348,800 |
Accrued interest and dividends | 37,435 | 20,397 |
Notes payable | 10,986 | 33,000 |
Notes payable to related party | 17,885 | 17,885 |
Advances due to related party | 10,900 | 10,974 |
Total current liabilities | 696,274 | 676,189 |
Long term convertible notes payable, net of debt discount | 151,395 | 34,065 |
Derivative liability on long term convertible notes payable | 1,602,309 | 42,104 |
Total liabilities | 2,449,978 | 752,358 |
Commitments and contingencies | ||
Stockholders' (Deficit) | ||
Common stock, $0.001 par value,1,000,000,000 shares authorized, 165,504,936 and 121,984,192 shares issued and outstanding, as of September 30, 2019 and December 31, 2018 , respectively | 165,505 | 121,984 |
Additional paid in capital | 5,423,528 | 3,242,449 |
Deferred officer compensation | (42,410) | (195,054) |
Accumulated (deficit) | (8,092,081) | (3,880,234) |
Total stockholders' (deficit) | (2,377,265) | (710,855) |
Total Liabilities and Stockholders' (Deficit) | 72,713 | 41,503 |
Series A Preferred Stock [Member] | ||
Stockholders' (Deficit) | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders' (Deficit) | ||
Preferred stock, value | 38,633 | |
Total stockholders' (deficit) | 38,633 | |
Series C Preferred Stock [Member] | ||
Stockholders' (Deficit) | ||
Preferred stock, value | 129,559 | |
Total stockholders' (deficit) | $ 129,559 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 165,504,936 | 121,984,192 |
Common stock, shares outstanding | 165,504,936 | 121,984,192 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 100,000 | |
Preferred stock, shares outstanding | 100,000 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 129,559 | 129,559 |
Preferred stock, shares issued | 129,559 | |
Preferred stock, shares outstanding | 129,559 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 748 | $ 525 | $ 2,812 | $ 2,119 |
Cost of revenue | ||||
Gross profit | 748 | 525 | 2,812 | 2,119 |
Operating expenses: | ||||
General and administrative | 681,911 | 218,988 | 2,308,536 | 564,824 |
Depreciation and amortization | 100 | 100 | 150 | |
Total operating expenses | 682,011 | 218,988 | 2,308,636 | 564,974 |
Operating loss | (681,263) | (218,463) | (2,305,824) | (562,855) |
Other (income) expense: | ||||
Interest expense | 199,170 | 68,748 | 1,384,782 | 107,692 |
Change in derivative liability | 225,593 | (28,592) | 492,401 | (33,094) |
Total other (income) expense | 424,763 | 40,156 | 1,877,183 | 74,598 |
Net loss | $ (1,106,026) | $ (258,619) | $ (4,183,007) | $ (637,453) |
Per share information - basic: | ||||
Weighted average common shares outstanding | 163,569,530 | 92,561,268 | 234,277,621 | 91,208,732 |
Net loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net cash flows used in operating activities | $ (846,796) | $ (53,734) |
Cash flow from investing activities: | ||
Purchase of property and equipment | (2,000) | |
Investment in intangible assets | (47,500) | |
Net Cash used in investing activities | (49,500) | |
Cash flow from financing activities: | ||
Proceeds from issuance of convertible notes | 700,000 | 32,000 |
Proceeds from issuance of convertible preferred stock | 125,000 | |
Proceeds from exercise of warrants | 51,569 | |
Proceeds from note payable | 10,000 | |
Proceeds from sale of common stock | 10,000 | |
Shareholder advances (repayments) | (74) | 3,599 |
Repayment of note payable | (7,014) | (2,000) |
Net cash provided by financing activities | 869,481 | 53,599 |
Net (decrease) increase in cash | (26,815) | (135) |
Cash at beginning of period | 40,908 | 1,084 |
Cash at end of period | 14,093 | 949 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Stock issued for services | 562,900 | 44,100 |
Officer salary accrual | 81,000 | 243,000 |
Stock issued for debt conversion | $ 10,375 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 87,704 | $ 2,579,489 | $ (391,010) | $ (3,045,388) | $ (769,205) | |||
Balance, shares at Dec. 31, 2017 | 87,704,686 | |||||||
Amortization of deferred compensation | 48,990 | 48,990 | ||||||
Stock issued for services | $ 3,000 | 41,100 | 44,100 | |||||
Stock issued for services, shares | 3,000,000 | |||||||
Loss for the period | (225,449) | (225,449) | ||||||
Balance at Mar. 31, 2018 | $ 90,704 | 2,620,589 | (342,020) | (3,270,837) | (901,564) | |||
Balance, shares at Mar. 31, 2018 | 90,704,686 | |||||||
Balance at Dec. 31, 2017 | $ 87,704 | 2,579,489 | (391,010) | (3,045,388) | (769,205) | |||
Balance, shares at Dec. 31, 2017 | 87,704,686 | |||||||
Loss for the period | (637,453) | |||||||
Balance at Sep. 30, 2018 | $ 95,232 | 2,643,163 | (244,044) | (3,682,841) | (1,188,490) | |||
Balance, shares at Sep. 30, 2018 | 95,232,464 | |||||||
Balance at Mar. 31, 2018 | $ 90,704 | 2,620,589 | (342,020) | (3,270,837) | (901,564) | |||
Balance, shares at Mar. 31, 2018 | 90,704,686 | |||||||
Amortization of deferred compensation | 48,990 | 48,990 | ||||||
Loss for the period | (153,385) | (153,385) | ||||||
Balance at Jun. 30, 2018 | $ 90,704 | 2,620,589 | (293,030) | (3,424,222) | (1,005,959) | |||
Balance, shares at Jun. 30, 2018 | 90,704,686 | |||||||
Amortization of deferred compensation | 48,986 | 48,986 | ||||||
Stock issued for services | $ 750 | 5,977 | 6,727 | |||||
Stock issued for services, shares | 750,000 | |||||||
Loan conversion | $ 1,778 | 8,597 | 10,375 | |||||
Loan conversion, shares | 1,777,778 | |||||||
Stock issued for cash | $ 2,000 | 8,000 | 10,000 | |||||
Stock issued for cash, shares | 2,000,000 | |||||||
Loss for the period | (258,619) | (258,619) | ||||||
Balance at Sep. 30, 2018 | $ 95,232 | 2,643,163 | (244,044) | (3,682,841) | (1,188,490) | |||
Balance, shares at Sep. 30, 2018 | 95,232,464 | |||||||
Balance at Dec. 31, 2018 | $ 121,984 | 3,242,449 | (195,054) | (3,880,234) | (710,855) | |||
Balance, shares at Dec. 31, 2018 | 121,984,192 | |||||||
Amortization of deferred compensation | 66,018 | 66,018 | ||||||
Stock issued for services | $ 250 | 7,250 | 7,500 | |||||
Stock issued for services, shares | 250,000 | |||||||
Exercise of stock options | $ 500 | 4,500 | 5,000 | |||||
Exercise of stock options, shares | 500,000 | |||||||
Maxim Partners - Merger | $ 129,559 | 259,116 | 388,675 | |||||
Maxim Partners - Merger, shares | 1 | 129,558,574 | ||||||
Conversion of preferred stock | ||||||||
Conversion of preferred stock, shares | (1) | |||||||
Stock issued to directors | $ 3,000 | 310,600 | 313,600 | |||||
Stock issued to directors, shares | 3,000,000 | |||||||
Related party debt conversions | $ 8,600 | 339,712 | 348,312 | |||||
Related party debt conversions, shares | 8,600,298 | |||||||
Loan conversion | $ 26,399 | 735,961 | 762,360 | |||||
Loan conversion, shares | 26,398,734 | |||||||
Loss for the period | (1,716,168) | (1,716,168) | ||||||
Balance at Mar. 31, 2019 | $ 290,291 | 4,899,588 | (129,036) | (5,596,402) | (535,558) | |||
Balance, shares at Mar. 31, 2019 | 290,291,798 | |||||||
Balance at Dec. 31, 2018 | $ 121,984 | 3,242,449 | (195,054) | (3,880,234) | $ (710,855) | |||
Balance, shares at Dec. 31, 2018 | 121,984,192 | |||||||
Exercise of stock options, shares | 500,000 | |||||||
Loss for the period | $ (4,183,007) | |||||||
Balance at Sep. 30, 2019 | $ 38,633 | $ 129,559 | $ 165,505 | 5,423,528 | (42,410) | (8,092,081) | (2,377,265) | |
Balance, shares at Sep. 30, 2019 | 100,000 | 129,559 | 165,504,936 | |||||
Balance at Mar. 31, 2019 | $ 290,291 | 4,899,588 | (129,036) | (5,596,402) | (535,558) | |||
Balance, shares at Mar. 31, 2019 | 290,291,798 | |||||||
Amortization of deferred compensation | 43,313 | 43,313 | ||||||
Stock issued for services | $ 2,000 | 239,800 | 241,800 | |||||
Stock issued for services, shares | 2,000,000 | |||||||
Loan conversion | $ 188 | 14,813 | 15,000 | |||||
Loan conversion, shares | 187,500 | |||||||
Issuance of Series B preferred stock, net of discount | $ 35,389 | 89,611 | 125,000 | |||||
Issuance of Series B preferred stock, net of discount, shares | 125,000 | |||||||
Amortization of preferred stock discount | $ 11,201 | (11,201) | ||||||
Maxim Exchange Agreement | $ 129,559 | $ (129,559) | ||||||
Maxim Exchange Agreement, shares | 129,559 | (129,558,574) | ||||||
Loss for the period | (1,360,813) | (1,360,813) | ||||||
Balance at Jun. 30, 2019 | $ 46,590 | $ 129,559 | $ 162,921 | 5,243,811 | (85,723) | (6,968,415) | (1,471,257) | |
Balance, shares at Jun. 30, 2019 | 125,000 | 129,559 | 162,920,724 | |||||
Amortization of deferred compensation | 43,313 | 43,313 | ||||||
Conversion of Series B preferred stock | $ (9,658) | $ 735 | 8,923 | |||||
Conversion of Series B preferred stock, shares | (25,000) | 734,918 | ||||||
Issuance of Series B dividend shares, value | $ 17 | 1,421 | 1,438 | |||||
Issuance of Series B dividend shares | 16,794 | |||||||
Amortization and revaluation of preferred stock discount | $ 1,701 | 7,600 | (9,301) | |||||
Dividends on preferred stock | (8,338) | (8,338) | ||||||
Debenture conversions | $ 427 | 45,620 | 46,047 | |||||
Debenture conversions, shares | 427,500 | |||||||
Exercise of common stock warrants | $ 1,405 | 116,155 | 117,560 | |||||
Exercise of common stock warrants, shares | 1,405,000 | |||||||
Loss for the period | (1,106,026) | (1,106,026) | ||||||
Balance at Sep. 30, 2019 | $ 38,633 | $ 129,559 | $ 165,505 | $ 5,423,528 | $ (42,410) | $ (8,092,081) | $ (2,377,265) | |
Balance, shares at Sep. 30, 2019 | 100,000 | 129,559 | 165,504,936 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to LGBTQ Loyalty Holdings, Inc., (formerly LifeApps Brands Inc.) including its subsidiaries. The accompanying unaudited condensed consolidated financial statements of LGBTQ Loyalty Holdings, Inc. at and for the periods ended September 30, 2019 and 2018 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2018. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30, 2019 and 2018 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2018 condensed consolidated balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2018. On January 25, 2019, we acquired LGBT Loyalty LLC, a New York limited liability company, with the goal of creating a LGBTQ Loyalty Preference Index (the “Index”) to provide the LGBTQ community with the power to influence the allocation of capital within the Index based upon their consumer preferences. The Index is intended to link the economic power of the LGBTQ community with many of the top companies that support and market their products to the LGBTQ demographic. We also plan to create ancillary businesses that are intended to complement and support the Index including LGBTQ Loyalty Sponsorship which will be established to promote the Index along with the companies from around the world that desire to market and advertise directly to LGBTQ consumers. We intend to join forces with some of the most recognizable LGBTQ community leaders from around the world and have them become LGBTQ Loyalty Sponsorship members. The LGBTQ Loyalty Sponsorship is expected to incorporate marketing and support of the companies included in the Index. All companies will be offered the opportunity to purchase LGBTQ Loyalty Sponsorship packages. On October 30, 2019, we launched the LGBTQ100 ESG Index, which references LGBTQ community survey data in the methodology for a benchmark listing of the nation’s highest financially performing companies that our respondents believe are most committed to advancing equality. We also plan to develop a digital media network that will specialize in targeting highly sought-after niche demographic audiences. In that regard, we intend to focus on two core businesses, an LGBTQ Advertising Network and an LGBTQ Media Network. Through our digital platform, we expect to aggregate content from around the world. We also intend to create original content along with sponsored content in a 24/7 digital network. The LGBTQ Advertising Network is intended to assist brands in global targeting of the LGBTQ demographic. The LGBTQ Advertising Network is expected to provide advertisers and brands with over 300 mainstream digital platforms and access to this loyal, affluent and ever-expanding audience. We intend to deliver to our audience relevant sponsored content marketing message across all spectrums of digitally connected devices. We believe that our value proposition to our audience and sponsors will be the ability to deliver aggregated and original content, with emphasis on interactive content and captive video. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. We have incurred losses to date of $8,092,081 and have negative working capital of $672,961. To date we have funded our operations through advances from related parties, issuances of convertible debt, and the sale of our common and preferred stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc., Sports One Group Inc. and Loyalty Preference Index, Inc. (“LPI”), which was formed on July 24, 2019. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Derivative Liabilities The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), ASC Topic 350 Intangibles – Goodwill and Other Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment. Website and software development costs Website and software costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. We expended $10,000 and $0 for website development for the three months ended September 30, 2019 and 2018, respectively and $47,500 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Amortization of these costs will begin when the website becomes active. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 842, Leases (“ASC 842”). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $13,671 and $0 for the three months ended September 30, 2019 and 2018, respectively and $17,894 and $255 for the nine months ended September 30, 2019 and 2018, respectively. We adopted ASC 842 on its effective date of January 1, 2019. The adoption did not have any effect on our condensed consolidated financial statements. Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Weighted average shares outstanding would have increased by approximately 7,717,000 and 3,098,000 for the nine months ended September 30, 2019 and 2018, respectively, and 7,252,000 and 2,885,000 for the three months ended September 30, 2019 and 2018, respectively, on a fully diluted basis. Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Related Party Transactions - Of
Related Party Transactions - Officer, Director and Shareholder Advances | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions - Officer, Director and Shareholder Advances | Note 3. Related Party Transactions – Officer, Director and Shareholder Advances Amounts due to related party represent cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer, director and shareholders of the Company. The cash advances are non-interest bearing, short term in nature and due on demand. The balance of our cash advances at September 30, 2019 and December 31, 2018 was $10,900 and $10,974, respectively. Salary accruals as of September 30, 2019 and December 31, 2018 amounted to $116,250 and $348,800, respectively. Payments of accrued salaries for the three-month periods ended September 30, 2019 and 2018 amounted to $82,500 and $0, respectively. Payments of accrued salaries for the nine-month periods ended September 30, 2019 and 2018 amounted to $162,750 and $0, respectively. Notes payable to related parties at September 30, 2019 and December 31, 2018 totaled $17,885 with a 2% annual interest rate. Currently the Company has defaulted on all of their related party loan obligations. Forbearance has been granted by the related parties on all loans. Net cash advances to the Company amounted to $0 and $3,029, respectively, for the periods ended September 30, 2019 and 2018. During the nine months ended September 30, 2019 we began the accrual of director’s fees for five individuals at the rate of $25,000 per annum. Four of the directors have agreed to receive their fee payments in shares of the Company’s common stock with the number of shares to be issued based on the 5-day average trading price of the stock at the end of each month. During the three and nine months ended September 30, 2019 we accrued an aggregate of $31,250 and $68,750, respectively, for director fees. As of September 30, 2019, an aggregate of 649,080 shares of our common stock are issuable pursuant to the director compensation agreements. On March 21, 2019 all parties to the employment and service agreements converted amounts due thereunder at December 31, 2018 into 8,600,298 shares of common stock. On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreements with our current and former Chief Executive Officers provide for base compensation of $150,000. We also have a separate Agreement with our President that provides for a base annual salary of $24,000. The compensation payments are payable in bi-weekly installments. In the event any of the payments are not made within 30 days of the due date, they accrue interest at the rate of 10% per annum. Each of the foregoing Agreements contain customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. Effective January 1, 2018, the Agreements were modified to remove the conversion right provisions. On February 15, 2019 the Executive Management Consulting Agreement with our former Chief Executive Officer was terminated by mutual agreement. During the three months ended September 30, 2019 and 2018 we recorded interest accruals of $694 and $5,736, respectively, related to the contracts. During the nine months ended September 30, 2019 and 2018 we recorded interest accruals of $7,179 and $7,976, respectively, related to the contracts. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable Notes payable to unrelated third parties amounted to $10,986 at September 30, 2019 and $33,000 at December 31, 2018 with interest rates of 2% and 7% per annum, respectively. The note in the amount of $10,986 at September 30, 2019 is past due and is, therefore, in default. The other notes were issued in August and December of 2018 aggregating $15,000. On March 7, 2019, the lender agreed to convert the $15,000 in loan principal into shares of our common stock at a conversion price of $0.08 per share resulting in an issuance of 187,500 shares during the quarter ended June 30, 2019. The lender also agreed to waive all interest due on the loans. During the nine months ended September 30, 2019, the Company repaid $7,014 pertaining to these notes. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 5. Convertible Note Payable On March 6, 2018, we executed a Promissory Note (the “2018 Note”) to an unrelated entity and received an aggregate of $32,000. The 2018 Note has an initial term of one year and provides for an original issue discount of $3,000, which is being amortized over the initial term. The 2018 Note carries a face interest rate of 12% per annum. The lender had the right, at any time and/or after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price was 58% of a two-day average of the lowest trading price in the range of 15 trading days prior to the conversion. The 2018 Note provided for additional penalties if we could not deliver the underlying common stock on a timely basis. We evaluated the terms of the conversion features of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. During the quarter ended September 30, 2018, the Company became subject to a penalty assessment of $17,500 due to a loan covenant violation. Such amount has been expensed as additional interest. Additionally, the fair value of the derivative liability associated with the penalty amounted to $29,265 and has been recorded as additional interest expense. On September 20, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 1,777,778 shares of common stock. The Company recognized an aggregate of $10,375 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. On December 31, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 5,305,040 shares of common stock. The Company recognized an aggregate of $7,583 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. We valued the derivative liability at estimated fair market value and at the end of each accounting period. The difference in value is recognized as gain or loss in the statement of operations. During the period February 6, 2019 through and including February 11, 2019, the holder of the 2018 Note in the original principal amount of $35,000 converted the remaining $26,920 in principal and $4,255 in interest into an aggregate of 26,398,734 shares of our common stock at a conversion price of $0.0015 per share. As the result of such conversions, the 2018 Note has been repaid in full and terminated. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 6. Long-term Debt On June 4, 2019 (the “Closing Date”), we entered into and closed a Securities Purchase Agreement (the “SPA”) with Pride Partners LLC (the “Purchaser” or “Pride”), a New York limited liability company, pursuant to which for a purchase price of $500,000, the Purchaser purchased $550,000 in principal amount of a 10% Original Issue Discount Senior Convertible Debenture (the “Debenture”) due 15 months following the date of issuance and an 18 month common stock purchase warrant (the “Warrant”) exercisable for up to 6,250,000 shares (subject to adjustment thereunder) of our common stock. Subject to earlier conversion or redemption, the Debenture is due on June 4, 2020 (the “Maturity Date”). At any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. No later than the earlier of (i) 2 trading days after our receipt of a notice of conversion and (ii) the number of trading days comprising the standard settlement period after our receipt of a notice of conversion, we are required to deliver Conversion Shares which, when permitted under applicable securities laws, will be delivered free of restrictive legends and trading restrictions. In the event that we fail to deliver Conversion Shares by the applicable delivery date, the holder may rescind such conversion until such time that the Conversion Shares are received by the holder. Our failure to timely deliver Conversion Shares subjects us to the payment of liquidated damages to the holder as well as buy-in liability under circumstances where the holder is required to purchase Common Stock in the open market in satisfaction of a sale by the holder of Conversion Shares which the holder was entitled to receive. We are required to reserve and keep available from our authorized and unissued shares of Common Stock a sufficient number of shares to cover conversions of the Debenture. The number and amount of Conversion Shares issuable upon conversion is subject to adjustment in the event of stock splits and stock dividends. The Debenture also provides for full ratchet anti-dilution price adjustments under circumstances where, during the term of the Debenture, we issue Common Stock or common stock equivalents, exclusive of certain exempt issuances, at prices below the then applicable Debenture conversion price. The Debenture further provides for adjustments in the event of certain rights offerings, pro rata distributions to shareholders and fundamental transactions. The Debenture is subject to optional redemption by us, for cash, in whole or in part, upon 20 trading days prior written notice by us but only in the event, unless waived by the holder, we satisfy certain equity conditions (as such term is defined in the Debenture) during such 20 trading day period. Penalty interest is payable by us if we fail to effect an optional redemption by the applicable optional redemption date. The Debenture subjects us to negative covenants while the Debenture is outstanding. We evaluated the terms of the conversion features of the Debenture and the Warrant in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our condensed consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. We valued the conversion features at origination of the Debenture and the Warrant at $962,887 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1.25 year to maturity, risk free interest rate of 2.11% and annualized volatility of 312.4%. $500,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and is being amortized over the initial term of the convertible debenture. The balance of $462,887 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. In accordance with the Company’s sequencing policy, shares issuable pursuant to the convertible debenture would be settled subsequent to the Company’s Series B preferred stock as described in Note 1. On August 27, 2019, the Company entered into Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (the “Amendment”) with Pride. Pursuant to the terms of the Amendment, Pride agreed to purchase an additional $220,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $200,000 in cash, $100,000 of which was paid at signing of the Amendment and the remaining $100,000 of which was paid on September 16, 2019. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 to increase the face value of the debenture from $550,000 to $770,000. No additional warrants were included in the amended agreement. We valued the conversion features of the additional Debenture at $237,149 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1 year to maturity, risk free interest rate of 1.75% and annualized volatility of 303.7%. $200,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and is being amortized over the remaining term of the convertible debenture. The balance of $37,149 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. During the period from August 14, 2019 to September 30, 2019 the Purchaser exercised an aggregate of 1,405,000 shares of common stock pursuant to the exercise provisions of the Warrant. The company received an aggregate of $51,569 as a result of the Warrant exercises. During the period from July 25, 2019 to August 14, 2019 the Purchaser converted an aggregate of $21,910 of the Debenture into an aggregate of 427,500 shares of common stock. The company recognized $18,925 of interest expense related to the write-off of discounts related to the conversion amounts. A summary of the derivative liability associated with the SPA for the period ended September 30, 2019 is as follows: Convertible Debenture Warrant Total Initial valuation $ 469,956 $ 492,931 $ 962,887 Additional funding 237,149 237,149 Warrant exercises (65,991 ) (65,991 ) Debenture conversions (24,137 ) (24,137 ) Change in derivative value 573,392 (80,991 ) 492,401 Balance at September 30, 2019 $ 1,256,360 $ 345,949 $ 1,602,309 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ Equity Common Stock On January 25, 2019, we entered into and closed a securities exchange under a Securities Exchange Agreement (the “Securities Exchange Agreement”) with LGBT Loyalty LLC (“LGBT Loyalty”) and Maxim Partners, LLC (“Maxim”), pursuant to which we acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of ours, in exchange for 120,959,996 shares (the “Shares”) of our restricted common stock and one share of our newly created Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Shares issued to Maxim represented, upon issuance, 49.99% of our then issued and outstanding shares of common stock. On March 29, 2019 an additional 8,598,578 shares were issued to Maxim for the conversion of the Series A Convertible Preferred Stock. LGBT Loyalty has no assets, liabilities nor operations at the exchange date, therefore, the value ascribed to the issued stock ($388,675) has been charged to operations as expenses of the merger. Effective February 20, 2019 we issued an aggregate of 750,000 shares of restricted common stock to a consultant in accordance with a service contract that provided for a 250,000 share stock grant and the exercise of 500,000 stock options in exchange for the cancellation of $5,000 then outstanding accounts payable due to the consultant for prior services. During the nine months ended September 30, 2019 we issued an aggregate of 3,000,000 shares of restricted common stock to three unrelated individuals in accordance with their appointment as directors of the Company. Effective March 26, 2019 we issued an aggregate of 8,600,298 shares of our restricted common stock pursuant to the automatic exercise of warrants issued to two current and prior company officers on January 25, 2019. The warrants were issued in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. During the period ended September 30, 2019 we issued 2,000,000 shares of common stock in connection with consulting agreements with two unrelated entities. The shares were valued at the respective trading prices of our common stock on the dates the agreements were signed. On June 26, 2019 we issued 187,500 shares of restricted common stock in connection with the conversion of notes payable as described in Note 4 above. During the quarter ended September 30, 2019 we issued an aggregate of 1,832,500 shares of common stock to Pride as described in Note 6. Also during the quarter ended September 30, 2019 we issued 16,794 shares and 734,918 shares of common stock to a Series B Preferred Stock investor for accrued dividends and conversion of 25,000 shares of the Series B Preferred Stock. Series B Convertible Preferred Stock On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series B Convertible Preferred Stock (“Series B Preferred Stock”) and authorized the issuance of up to 1,500,000 shares of Series B Preferred Stock. The Series B Preferred Stock has no voting, liquidation or other rights other than the right to receive dividends and to convert into common stock. The stated value of each share of Series B Convertible Preferred Stock for purposes of conversions and dividends is $1.15 (the “Conversion/Dividend Stated Value”). The stated value of each share of Series B Convertible Preferred for purposes of redemptions is $1.35 (the “Redemption Stated Value”). On April 3, 2019 we received an aggregate of $125,000 from the issuance of 125,000 shares of the Series B Convertible Preferred Stock. Each $25,000 of the preferred stock is convertible into $28,750 worth of common stock. The discount between the $28,750 and $25,000 for each $25,000 investment has been recognized and amortized. Additionally, the Preferred Stock contains a Beneficial Conversion Feature (BCF) that has been recognized. The BCF is the difference between the conversion price and the market price at inception multiplied by the number of common shares into which the Preferred Stock is convertible. The BCF is also treated as a discount on the Preferred Stock, which is amortized over the life of the instrument. Amortization of the discount will continue through April 3, 2021 and amounted to $50,913 for the period ended September 30, 2019. Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. In September 2019, a Series B investor converted 25,000 shares of Series B Preferred Stock for 734,918 shares of common stock. Series C Convertible Preferred Stock On June 3, 2019 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”) with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series C Convertible Preferred Stock (“Series C Preferred Stock”) and authorized the issuance of up to 129,559 shares of Series C Preferred Stock. On the Closing Date, all of the 129,559 shares of Series C Preferred Stock were issued to Pride, the assignee of Maxim. On June 4, 2019 we entered into a Securities Exchange Agreement with Maxim (the “Holder”) pursuant to which the Holder exchanged 129,558,574 shares of Common Stock for 129,559 shares (the “Exchange Shares”) of our Series C Preferred Stock (the “Share Exchange”). At the request of the Holder, the Exchange Shares were issued to Holder’s assignee. The Series C Preferred Stock has no voting or other rights other than the right to receive dividends on a pari passu basis with holders of our Common Stock, the right to receive assets in the event of liquidation, dissolution or winding up on a pari passu basis with holders of our Common Stock and the right to convert into common stock. The stated value of each share of Series C Convertible Preferred for purposes of conversions is $1,000 (the “Stated Value”). Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock. Deferred Officer Compensation We recorded $152,644 and $141,293 of amortization of deferred officer compensation during the periods ended September 30, 2019 and 2018, respectively. The 2019 amount includes the full amortization of the remaining balance due under the now terminated Executive Management Consulting Agreement with our former Chief Executive Officer. |
Options and Warrants
Options and Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 8. Options and Warrants The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding September 30, 2019 5,800,000 $ 0.0045 1.7 $ - Exercisable September 30, 2019 5,800,000 $ 0.0045 1.7 $ - There was no stock based compensation expense for options for the periods ended September 30, 2019 and 2018. There will be no additional compensation expense recognized in future periods. On January 25, 2019 we issued warrants to two Company executives in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. The warrants were fully exercised as described in Note 7 above. On June 4, 2019 we issued a warrant to purchase an aggregate of 6,250,000 shares of our common stock. The warrant is exercisable through December 4, 2020. The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. During the period from August 14, 2019 to September 30, 2019 the Purchaser exercised an aggregate of 1,405,000 shares of common stock pursuant to the exercise provisions of the Warrant. The company received an aggregate of $51,569 as a result of the Warrant exercises. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events Management has evaluated all activity up to November 14, 2019 and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements other than the following: On October 14, 2019 the Company entered into that certain Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (the “Second Amendment”) with Pride. Pursuant to the terms of Amendment. Pride agreed to purchase an additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $300,000 in cash, $100,000 of which was paid at signing of the Second Amendment, $100,000 will be paid on or prior to November 14, 2019, and the remaining $100,000 will be paid on or prior to December 14, 2019. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 and amended on August 27, 2019 to increase the face value of the debenture from $770,000 to $1,100,000 (provided that if Pride fails to make the second $100,000 or third $100,000 payment, the face value of the debenture will be reduced by $110,000 for each missed payment). As of November 14, 2019, the Company has received $200,000 pursuant to the Amendment. Pursuant to the terms of the Second Amendment, the shares of common stock underlying the additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture (the “Additional Underlying Shares”) are not subject to the registration rights agreement entered into between the parties on June 4, 2019, but the Company has granted certain demand registration rights to Pride in connection with the Additional Underlying Shares. Effective October 21, 2019 a Series B Preferred Stock investor notified the Company of intent to convert 25,000 shares of the Series B Preferred Stock into common stock. The Company has authorized the issuance of 731,031 shares of common to the investor stock pursuant to the conversion request. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. We have incurred losses to date of $8,092,081 and have negative working capital of $672,961. To date we have funded our operations through advances from related parties, issuances of convertible debt, and the sale of our common and preferred stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc., Sports One Group Inc. and Loyalty Preference Index, Inc. (“LPI”), which was formed on July 24, 2019. All material inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Derivative Liabilities | Derivative Liabilities The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. |
Intangibles | Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), ASC Topic 350 Intangibles – Goodwill and Other |
Revenue Recognition | Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment. |
Website and Software Development Costs | Website and software development costs Website and software costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. We expended $10,000 and $0 for website development for the three months ended September 30, 2019 and 2018, respectively and $47,500 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Amortization of these costs will begin when the website becomes active. |
Rent Expense | Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 842, Leases (“ASC 842”). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $13,671 and $0 for the three months ended September 30, 2019 and 2018, respectively and $17,894 and $255 for the nine months ended September 30, 2019 and 2018, respectively. We adopted ASC 842 on its effective date of January 1, 2019. The adoption did not have any effect on our condensed consolidated financial statements. |
Earnings Per share | Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Weighted average shares outstanding would have increased by approximately 7,717,000 and 3,098,000 for the nine months ended September 30, 2019 and 2018, respectively, and 7,252,000 and 2,885,000 for the three months ended September 30, 2019 and 2018, respectively, on a fully diluted basis. |
Recent Pronouncements | Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liability | A summary of the derivative liability associated with the SPA for the period ended September 30, 2019 is as follows: Convertible Debenture Warrant Total Initial valuation $ 469,956 $ 492,931 $ 962,887 Additional funding 237,149 237,149 Warrant exercises (65,991 ) (65,991 ) Debenture conversions (24,137 ) (24,137 ) Change in derivative value 573,392 (80,991 ) 492,401 Balance at September 30, 2019 $ 1,256,360 $ 345,949 $ 1,602,309 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options | The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding September 30, 2019 5,800,000 $ 0.0045 1.7 $ - Exercisable September 30, 2019 5,800,000 $ 0.0045 1.7 $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net loss | $ (1,106,026) | $ (1,360,813) | $ (1,716,168) | $ (258,619) | $ (153,385) | $ (225,449) | $ (4,183,007) | $ (637,453) |
Working capital | (672,961) | (672,961) | ||||||
Website development expense | 10,000 | 0 | $ 47,500 | 0 | ||||
Lease expiry date | May 31, 2020 | |||||||
Rent expense | $ 13,671 | $ 0 | $ 17,894 | $ 255 | ||||
Weighted average shares outstanding | 7,252,000 | 2,885,000 | 7,717,000 | 3,098,000 | ||||
Minimum [Member] | ||||||||
Intangible assets, expected useful life | 3 years | |||||||
Maximum [Member] | ||||||||
Intangible assets, expected useful life | 5 years |
Related Party Transactions - _2
Related Party Transactions - Officer, Director and Shareholder Advances (Details Narrative) - USD ($) | Mar. 21, 2019 | Dec. 19, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Due to related party | $ 10,900 | $ 10,900 | $ 10,974 | ||||
Accrued salary | 116,250 | 116,250 | 348,800 | ||||
Payments of accrued salaries | 82,500 | $ 0 | 162,750 | $ 0 | |||
Notes payable to related parties | 17,885 | $ 17,885 | $ 17,885 | ||||
Interest rate | 2.00% | ||||||
Net cash advances | 0 | 3,029 | $ 0 | 3,029 | |||
Director fees | 31,250 | $ 68,750 | |||||
Number of stock issued for compensation | 649,080 | ||||||
Due amount converted into common stock | 8,600,298 | ||||||
Interest accruals | $ 694 | $ 5,736 | $ 7,179 | $ 7,976 | |||
Five Individuals [Member] | |||||||
Director fees | $ 25,000 | ||||||
Chief Executive Officer [Member] | Employment Services Agreement [Member] | |||||||
Interest rate | 10.00% | ||||||
Agreement term | 2 years | ||||||
Agreement description | The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. | ||||||
Base compensation | $ 150,000 | ||||||
President [Member] | Employment Services Agreement [Member] | |||||||
Base annual salary | $ 24,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 07, 2019 | Aug. 14, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Notes payable | $ 10,986 | $ 33,000 | ||||
Proceeds from issuance of notes | $ 10,000 | |||||
Debt converted into shares, value | $ 15,000 | $ 21,910 | ||||
Conversion price per share | $ 0.08 | |||||
Debt converted into shares | 427,500 | 187,500 | ||||
Repaid note | 7,014 | |||||
Other Notes [Member] | August and December 2018 [Member] | ||||||
Proceeds from issuance of notes | $ 15,000 | |||||
Unrelated Third Parties [Member] | ||||||
Debt interest rate | 2.00% | 7.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) | Mar. 07, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)shares | Sep. 20, 2018USD ($)shares | Mar. 06, 2018USD ($)Trading | Aug. 14, 2019USD ($)shares | Jun. 30, 2019shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares |
Penalty assessment | $ 17,500 | |||||||
Additional interest expense | $ 18,925 | $ 29,265 | ||||||
Debt converted into shares | shares | 427,500 | 187,500 | ||||||
Debt converted into shares, value | $ 15,000 | $ 21,910 | ||||||
Conversion price per share | $ / shares | $ 0.08 | |||||||
Loan Agreement [Member] | Lender [Member] | ||||||||
Debt principal amount | $ 8,000 | $ 8,000 | ||||||
Debt converted into shares | shares | 5,305,040 | 1,777,778 | ||||||
Debt converted into shares, value | $ 7,583 | $ 10,375 | ||||||
2018 Note [Member] | ||||||||
Convertible notes payable | $ 32,000 | $ 35,000 | ||||||
Debt term | 1 year | |||||||
Original issue discount | $ 3,000 | |||||||
Debt interest rate | 12.00% | |||||||
Debt conversion percentage | 58.00% | |||||||
Debt conversion trading days | Trading | 15 | |||||||
Debt principal amount | $ 26,920 | |||||||
Debt converted into shares | shares | 26,398,734 | |||||||
Accrued interest | $ 4,255 | |||||||
Conversion price per share | $ / shares | $ 0.0015 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) | Sep. 16, 2019USD ($) | Aug. 27, 2019USD ($) | Jun. 04, 2019USD ($)shares | Mar. 07, 2019USD ($) | Aug. 14, 2019USD ($)shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Proceeds from warrant exercises | $ 51,569 | |||||||||
Debt conversion converted into stock | $ 15,000 | $ 21,910 | ||||||||
Debt conversion converted into stock, shares | shares | 427,500 | 187,500 | ||||||||
Interest expense | $ 18,925 | $ 29,265 | ||||||||
Warrant [Member] | ||||||||||
Principal amount | $ 492,931 | 492,931 | ||||||||
Number of warrants exercised | shares | 1,405,000 | |||||||||
Proceeds from warrant exercises | $ 51,569 | |||||||||
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||||||
Principal amount | $ 770,000 | |||||||||
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Dividend Yield [Member] | ||||||||||
Debt measurement input percentage | 0 | |||||||||
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Expected Term [Member] | ||||||||||
Debt measurement input term | 1 year | |||||||||
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Risk Free Interest Rate [Member] | ||||||||||
Debt measurement input percentage | 1.75 | |||||||||
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Volatility [Member] | ||||||||||
Debt measurement input percentage | 303.7 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Principal amount | $ 962,887 | 962,887 | ||||||||
Debt conversion converted into stock | $ 24,137 | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | ||||||||||
Debt instrument purchase price | $ 500,000 | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||||||
Principal amount | $ 550,000 | |||||||||
Original issue discount rate | 10.00% | |||||||||
Debt instrument term | 15 months | |||||||||
Common stock purchase warrant exercisable shares | shares | 6,250,000 | |||||||||
Debt maturity date | Jun. 4, 2020 | |||||||||
Debt instrument description | At any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the "Conversion Shares") at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. | |||||||||
Debt conversion feature | $ 962,887 | |||||||||
Debt discount | 500,000 | |||||||||
Origination interest on derivative liability | $ 462,887 | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Dividend Yield [Member] | ||||||||||
Debt measurement input percentage | 0 | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Expected Term [Member] | ||||||||||
Debt measurement input term | 1 year 2 months 30 days | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Risk Free Interest Rate [Member] | ||||||||||
Debt measurement input percentage | 2.11 | |||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Volatility [Member] | ||||||||||
Debt measurement input percentage | 312.4 | |||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||||||
Debt instrument purchase price | $ 200,000 | |||||||||
Principal amount | $ 220,000 | |||||||||
Original issue discount rate | 10.00% | |||||||||
Debt conversion feature | $ 237,149 | |||||||||
Debt discount | 200,000 | |||||||||
Origination interest on derivative liability | 37,149 | |||||||||
Repayments of convertible debt | $ 100,000 | $ 100,000 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Derivative Liability (Details) - USD ($) | Mar. 07, 2019 | Aug. 14, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debenture conversions | $ (15,000) | $ (21,910) | ||||
Change in derivative value | $ 225,593 | $ (28,592) | $ 492,401 | $ (33,094) | ||
Securities Purchase Agreement [Member] | ||||||
Initial valuation | 962,887 | 962,887 | ||||
Additional funding | 237,149 | 237,149 | ||||
Warrant exercises | (65,991) | |||||
Debenture conversions | (24,137) | |||||
Change in derivative value | 492,401 | |||||
Derivative liability | 1,602,309 | 1,602,309 | ||||
Warrant [Member] | ||||||
Initial valuation | 492,931 | 492,931 | ||||
Warrant exercises | (65,991) | |||||
Change in derivative value | (80,991) | |||||
Derivative liability | 345,949 | 345,949 | ||||
Convertible Debenture [Member] | ||||||
Initial valuation | 469,956 | 469,956 | ||||
Additional funding | 237,149 | 237,149 | ||||
Debenture conversions | (24,137) | |||||
Change in derivative value | 573,392 | |||||
Derivative liability | $ 1,256,360 | $ 1,256,360 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 26, 2019 | Jun. 03, 2019 | Jun. 03, 2019 | Apr. 03, 2019 | Mar. 29, 2019 | Mar. 26, 2019 | Feb. 20, 2019 | Jan. 25, 2019 | Sep. 30, 2019 | Aug. 14, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 07, 2019 | Dec. 31, 2018 |
Number of stock issued upon conversion, value | $ 46,047 | ||||||||||||||||||
Accrued salary and interest accruals | $ 348,312 | ||||||||||||||||||
Number of shares issued for conversion of notes payable | 427,500 | 187,500 | |||||||||||||||||
Preferred stock, par value | $ .001 | $ .001 | $ .001 | $ .001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Number of shares issued, value | $ 10,000 | ||||||||||||||||||
Investment recognized and amortized | $ 25,000 | ||||||||||||||||||
Debt conversion price per share | $ 0.08 | ||||||||||||||||||
Amortization of deferred officer compensation | $ 152,644 | $ 141,293 | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued | 125,000 | ||||||||||||||||||
Conversion of stock shares converted | 734,918 | 25,000 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||||
Preferred stock, shares issued | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Dividend stated value, price per share | $ 1.15 | ||||||||||||||||||
Redemption price per share | $ 1.35 | ||||||||||||||||||
Number of shares issued, value | $ 125,000 | ||||||||||||||||||
Conversion of stock amount converted | 25,000 | ||||||||||||||||||
Investment recognized and amortized | 28,750 | ||||||||||||||||||
Amortization expense | $ 50,913 | ||||||||||||||||||
Conversion of stock description | Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price ("VWAP") for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. | ||||||||||||||||||
Series B Investor [Member] | |||||||||||||||||||
Conversion of stock shares converted | 25,000 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued for conversion | 129,559 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 129,559 | 129,559 | 129,559 | 129,559 | 129,559 | 129,559 | |||||||||||||
Preferred stock, shares issued | 129,559 | 129,559 | 129,559 | 129,559 | 129,559 | ||||||||||||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | |||||||||||||||||
Debt conversion price per share | $ 1 | $ 1 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of stock issued upon conversion | 427,500 | ||||||||||||||||||
Number of stock issued upon conversion, value | $ 427 | ||||||||||||||||||
Number of shares issued for services | 2,000,000 | 250,000 | 750,000 | 3,000,000 | |||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||
Number of stock issued for preferred stock dividends | 16,794 | ||||||||||||||||||
Number of shares issued for conversion | 129,558,574 | 734,918 | 1,000 | ||||||||||||||||
Number of shares issued, value | $ 2,000 | ||||||||||||||||||
Conversion of stock amount converted | 28,750 | ||||||||||||||||||
Investment recognized and amortized | $ 25,000 | ||||||||||||||||||
Conversion of stock description | Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock. | ||||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||||
Number of shares issued | 8,600,298 | ||||||||||||||||||
Number of shares issued for conversion of notes payable | 187,500 | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Number of shares issued | 250,000 | ||||||||||||||||||
Number of options exercised | 500,000 | ||||||||||||||||||
Accounts payable | $ 5,000 | ||||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of shares issued for services | 750,000 | ||||||||||||||||||
Three Unrelated Individuals [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of shares issued | 3,000,000 | ||||||||||||||||||
Pride Partners LLC [Member] | |||||||||||||||||||
Number of shares issued | 1,832,500 | ||||||||||||||||||
Securities Exchange Agreement [Member] | LGBT Loyalty LLC [Member] | |||||||||||||||||||
Number of restricted common stock, shares | 120,959,996 | ||||||||||||||||||
Common stock, issued and outstanding percentage | 49.99% | ||||||||||||||||||
Securities Exchange Agreement [Member] | Maxim Partners, LLC [Member] | |||||||||||||||||||
Number of stock issued upon conversion | 8,598,578 | ||||||||||||||||||
Number of stock issued upon conversion, value | $ 388,675 | ||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||
Number of shares issued | 2,000,000 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | Jun. 04, 2019 | Jan. 25, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Stock based compensation expense | |||||
Proceeds from warrant exercises | $ 51,569 | ||||
Warrant [Member] | |||||
Warrants to purchase common stock | 6,250,000 | ||||
Warrant is exercisable period | Dec. 4, 2020 | ||||
Warrants exercise price description | The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. | ||||
Warrant exercise price per share | $ 0.0855 | ||||
Number of warrants exercised | 1,405,000 | ||||
Proceeds from warrant exercises | $ 51,569 | ||||
Two Company Executives [Member] | |||||
Warrants issued in exchange for cancellation of salary and interest accruals | $ 348,312 |
Options and Warrants - Schedule
Options and Warrants - Schedule of Stock Options (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options Outstanding, Beginning | shares | 6,300,000 |
Options Outstanding, Granted | shares | |
Options Outstanding, Exercised | shares | 500,000 |
Options Outstanding, Cancelled | shares | |
Options Outstanding, Ending | shares | 5,800,000 |
Options Exercisable, Ending | shares | 5,800,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.0049 |
Weighted Average Exercise Price Granted | $ / shares | |
Weighted Average Exercise Price Exercised | $ / shares | 0.01 |
Weighted Average Exercise Price Cancelled | $ / shares | |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 0.0045 |
Weighted Average Exercise Price Exercisable, Ending | $ / shares | $ 0.0045 |
Weighted Average Remaining Contractual Term (in years) Outstanding, Beginning | 2 years 4 months 24 days |
Weighted Average Remaining Contractual Term (in years) Outstanding, Ending | 1 year 8 months 12 days |
Weighted Average Remaining Contractual Term (in years) Exercisable, Ending | 1 year 8 months 12 days |
Aggregate Intrinsic Value Outstanding, Beginning | $ | |
Aggregate Intrinsic Value Granted | $ | |
Aggregate Intrinsic Value Exercised | $ | |
Aggregate Intrinsic Value Cancelled | $ | |
Aggregate Intrinsic Value Outstanding, Ending | $ | |
Aggregate Intrinsic Value Exercisable, Ending | $ |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 14, 2019 | Nov. 14, 2019 | Oct. 14, 2019 | Sep. 16, 2019 | Aug. 27, 2019 | Oct. 21, 2019 |
Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||
Principal amount | $ 770,000 | |||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||
Principal amount | $ 220,000 | |||||
Original issue discount rate | 10.00% | |||||
Debt instrument purchase price | $ 200,000 | |||||
Repayments of convertible debt | $ 100,000 | $ 100,000 | ||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Forecast [Member] | ||||||
Repayments of convertible debt | $ 100,000 | |||||
Securities Exchange Agreement Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | ||||||
Proceeds from issuance of debt | $ 200,000 | |||||
Subsequent Event [Member] | ||||||
Number of shares authorized for issuance | 731,031 | |||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||
Conversion of preferred stock into common stock | 25,000 | |||||
Subsequent Event [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||
Principal amount | $ 1,100,000 | |||||
Subsequent Event [Member] | Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||
Principal amount | $ 330,000 | |||||
Original issue discount rate | 10.00% | |||||
Debt instrument purchase price | $ 300,000 | |||||
Repayments of convertible debt | $ 100,000 | $ 100,000 | ||||
Debt instrument description | As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 and amended on August 27, 2019 to increase the face value of the debenture from $770,000 to $1,100,000 (provided that if Pride fails to make the second $100,000 or third $100,000 payment, the face value of the debenture will be reduced by $110,000 for each missed payment). | |||||
Subsequent Event [Member] | Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Common Stock [Member] | ||||||
Principal amount | $ 330,000 |