Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | ICOX INNOVATIONS INC. |
Entity Central Index Key | 1,515,139 |
Document Type | S-1/A |
Document Period End Date | Sep. 30, 2018 |
Amendment Flag | true |
Amendment Description | Amendment No.3 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Trading Symbol | ICOX |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | |||
Cash and cash equivalents | $ 1,555,071 | $ 214,993 | $ 56,050 |
Accounts receivable, related party | 500,000 | ||
Prepaid expenses | 75,181 | 30,000 | |
Prepaid expenses, related party | 15,000 | 35,000 | |
Deferred service costs | 597,196 | 21 | |
Related party loans receivable and related accrued interest | 1,261,762 | 100,752 | |
Total Current Assets | 3,504,210 | 880,766 | 56,050 |
Investment, related party | 37 | 37 | |
Total Assets | 3,504,247 | 880,803 | 56,050 |
Current Liabilities | |||
Accounts payable and accrued expenses | 272,618 | 131,303 | 49,013 |
Accounts payable and accrued expenses, related party | 50,520 | 51,616 | |
Total Current Liabilities | 323,138 | 182,919 | 49,013 |
Convertible notes payable | 500,325 | 500,325 | 145,325 |
Accrued interest on convertible notes | 100,861 | 52,949 | 17,945 |
Total Liabilities | 924,324 | 736,193 | 212,283 |
Commitments and Contingencies | |||
Stockholders' Equity | |||
Common stock value | 20,875 | 11,600 | 6,000 |
Additional paid-in-capital | 6,237,076 | 826,018 | 63,717 |
Accumulated deficit | (3,678,028) | (693,008) | (225,950) |
Total Stockholders' Equity | 2,579,923 | 144,610 | (156,233) |
Total Liabilities and Stockholders' Equity | $ 3,504,247 | $ 880,803 | $ 56,050 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 20,874,524 | 11,600,000 | 6,000,000 |
Common stock, shares outstanding | 20,874,524 | 11,600,000 | 6,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||||||
Service revenue | $ 500,000 | |||||
Total revenues | 500,000 | |||||
Operating expenses | ||||||
General and administrative expense | 809,153 | 67,022 | 1,834,738 | 102,166 | 452,923 | 74,183 |
Consulting fees, related party | 105,000 | 455,000 | 280,000 | |||
Service costs | 78,421 | 651,341 | 199,920 | |||
Total operating expenses | 992,574 | 67,022 | 2,941,079 | 102,166 | 932,843 | 74,183 |
Net loss from operations | (992,574) | (67,022) | (2,941,079) | (102,166) | (432,843) | (74,183) |
Other income (expense) | ||||||
Interest income, related party | 11,762 | 11,960 | 789 | |||
Note interest expense | (16,146) | (6,090) | (55,901) | (21,529) | (35,004) | (14,013) |
Total other income (expense) | (4,384) | (6,090) | (43,941) | (21,529) | (34,215) | (14,013) |
Provision for taxes | ||||||
Net loss | $ (996,958) | $ (73,112) | $ (2,985,020) | $ (123,695) | $ (467,058) | $ (88,196) |
Loss per common share - Basic and diluted | $ (0.05) | $ (0.01) | $ (0.19) | $ (0.02) | $ (0.07) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted | 20,874,524 | 6,000,000 | 15,710,686 | 6,000,000 | 6,934,795 | 6,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||||
Net loss for the period | $ (2,985,020) | $ (123,695) | $ (467,058) | $ (88,196) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation | 43,039 | 188,934 | ||
Stock-based compensation, related party | 144,305 | 22,500 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable, related party | 500,000 | (500,000) | ||
Prepaid expense | (45,181) | (30,000) | ||
Prepaid expense, related party | 20,000 | (35,000) | ||
Deferred service costs | (597,175) | (21) | ||
Accrued interest receivable, related party | (11,010) | (789) | ||
Accounts payable and accrued expenses | 141,315 | 82,290 | 44,863 | |
Accounts payable and accrued expenses, related party | (1,096) | (38,873) | 51,616 | |
Accrued interest on notes payable | 47,912 | 21,529 | 35,004 | 15,513 |
Net cash (used in) operating activities | (2,742,911) | (141,039) | (652,524) | (27,820) |
Investing activities | ||||
Repayment of loan issued to related party | 100,000 | |||
Loan issued to related party | (1,250,000) | (99,963) | ||
Investment in related party | (37) | |||
Net cash (used in) investing activities | (1,150,000) | (100,000) | ||
Financing activities | ||||
Proceeds from issuance of convertible notes payable | 280,000 | 355,000 | 70,000 | |
Proceeds from issuance of loans payable | 400,000 | |||
Repayment of loans payable | (400,000) | |||
Proceeds from share issuance | 5,468,195 | 560,000 | ||
Less share issue cost | (235,206) | (3,533) | ||
Net cash provided by financing activities | 5,232,989 | 280,000 | 911,467 | 70,000 |
Net changes in cash and cash equivalents | 1,340,078 | 138,961 | 158,943 | 42,180 |
Cash and cash equivalents at beginning of the period | 214,993 | 56,050 | 56,050 | 13,870 |
Cash and cash equivalents at end of the period | 1,555,071 | 195,011 | 214,993 | 56,050 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Cash paid in interest | 7,989 | |||
Cash paid for income taxes | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING ACTIVITIES | ||||
Stock-based compensation | 188,934 | |||
Stock-based compensation, related party | $ 22,500 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 6,000 | $ 63,717 | $ (137,754) | $ (68,037) |
Balance, shares at Dec. 31, 2015 | 6,000,000 | |||
Net loss for the year | (88,196) | (88,196) | ||
Stock-based compensation | ||||
Stock-based compensation, related party | ||||
Balance at Dec. 31, 2016 | $ 6,000 | 63,717 | (225,950) | $ (156,233) |
Balance (in shares) at Dec. 31, 2016 | 6,000,000 | 6,000,000 | ||
Net loss for the year | (467,058) | $ (467,058) | ||
Share issuance, net of offering costs of $3,533 | $ 5,600 | 550,867 | 556,467 | |
Share issuance, net of offering costs of $3,533, shares | 5,600,000 | |||
Stock-based compensation | 188,934 | 188,934 | ||
Stock-based compensation, related party | 22,500 | 22,500 | ||
Balance at Dec. 31, 2017 | $ 11,600 | $ 826,018 | $ (693,008) | $ 144,610 |
Balance (in shares) at Dec. 31, 2017 | 11,600,000 | 11,600,000 | ||
Net loss for the year | $ (2,985,020) | |||
Stock-based compensation, related party | 144,305 | |||
Balance at Sep. 30, 2018 | $ 2,579,923 | |||
Balance (in shares) at Sep. 30, 2018 | 20,874,524 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2017USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Share offering cost | $ 3,533 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature and Continuance of Operations | 1. NATURE AND CONTINUANCE OF OPERATIONS ICOX Innovations Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers. On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.” On August 17, 2018, a subsidiary of the Company changed its name from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.” The Company’s new business model is to provide a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will be compensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modeling, technology development support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $3,678,028 and $693,008 as of September 30, 2018 and December 31, 2017, respectively, and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the private placement of common stock. In order to address the above factors, during the nine months ended September 30, 2018, the Company completed private placements of an aggregate of 9,113,659 shares of common stock at a price of $0.60 per share for aggregate gross proceeds of $5,468,195. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | 1. NATURE AND CONTINUANCE OF OPERATIONS ICOX Innovations Inc. (formerly AppCoin Innovations Inc., formerly RedStone Literary Agents, Inc.) (the “Company”) was incorporated under the laws of State of Nevada, U.S. on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers. On August 1, 2017, the Company incorporated a Nevada subsidiary, AppCoin Innovations (USA) Inc., which will be used to operate the Company’s new business of providing blockchain consulting services. On August 17, 2017, the Company changed its name from “RedStone Literary Agents, Inc.” to “AppCoin Innovations Inc.” On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.” The Company’s new business model provides a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will be compensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modelling, technology development support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $693,008 as of December 31, 2017 and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the private placement of common stock. In order to address the above factors, subsequent to year end, the Company completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195.40. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 2, 2018. Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. At September 30, 2018, common shares from the conversion of debt (11,760,208 shares) (Note 3) and exercise of stock options (880,553 shares) (Note 9) have been excluded as their effect is anti-dilutive. At September 30, 2017, common shares from the conversion of debt (7,159,969 shares) and exercise of stock options (nil) have been excluded as their effect is anti-dilutive. Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. Reclassification Certain reclassifications have been made to the 2017 financial statements in order for them to conform to the 2018 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations. Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Future Accounting Pronouncements Leases (ASU 2016-02) In February 2016, the FASB issued new guidance, ASU No. 2016-02, Leases (Topic 842). The main difference between current U.S. GAAP and the new guidance is the recognition of lease liabilities based on the present value of remaining lease payments and corresponding lease assets for operating leases under current U.S. GAAP with limited exception. Additional qualitative and quantitative disclosures are also required by the new guidance. Topic 842 is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. The carrying amounts of cash and cash equivalents, prepaid expenses, short-term loans receivable, trade payables and convertible notes payable approximate their fair value due to the short-term maturity of such instruments. Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017 and 2016, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2017 and prior. Based on evaluation of the 2017 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2017 or 2016, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2017 or 2016. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. Collectability of Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Common shares from the conversion of debt (10,730,310 shares) (Note 3) and exercise of stock options (733,331 shares) (Note 7) have been excluded as their effect is anti-dilutive. Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are recognized in the income statement based on their fair values. The fair value of the options is calculated based upon the Black Scholes valuation model. (Note 7) The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. The fair value calculation is recalculated at the end of every reporting period until the goal had been reached, when the expense has been wholly recognized. The stock options granted to non-employees during the year ended December 31, 2017 were for services already rendered in lieu of cash compensation and, as such, the service period has already passed and the entirety of the expense was recognized in the year. Digital Currency Valuation Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair market value determined by an average spot rate of the most liquid digital currency exchanges. On an interim basis, we recognize decreases in the value of the assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Such unrealized gains or losses resulting from changes the value of the digital currency are recorded in Other Income, net in the consolidated statements of operations. Gains and losses realized upon sale of digital currencies are also recorded in Other Income, net in the consolidated statement of operations. Fair market value is determined by taking the average spot rate from the most liquid digital currency exchanges. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges. Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The Company may not be able to liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. The Company did not hold any digital currency at December 31, 2017 and December 31, 2016. Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. The Company has early adopted this policy. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. Reclassification Certain reclassifications have been made to the 2016 financial statements in order for them to conform to the 2017 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations. Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. We will be required to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. We will be required to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | 3. ACCOUNTS RECEIVABLE As at December 31, 2017, the Company had outstanding accounts receivable of $500,000 (2016 - $0). The entire amount was received subsequent to year end. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 3. NOTES PAYABLE The Company has convertible notes outstanding as at September 30, 2018 and are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 18 % $ 73,825 $ 40,448 $ 114,273 Note 2 (1) 12-30-2016 12-30-2021 18 % 50,000 15,756 65,756 Note 3 (1) 12-30-2016 12-30-2021 18 % 21,500 6,775 28,275 Note 4 (1) 03-02-2017 03-02-2022 18 % 20,000 5,691 25,691 Note 5 (1) 06-08-2017 06-08-2022 18 % 10,000 2,362 12,362 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 22,945 272,945 Note 7 (2) 10-30-2017 10-30-2020 10 % 75,000 6,884 81,884 Total $ 500,325 $ 100,861 $ 601,186 (1) (2) The balances of the convertible notes outstanding as at December 31, 2017 are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 18 % $ 73,825 $ 30,509 $ 104,334 Note 2 (1) 12-30-2016 12-30-2021 18 % 50,000 9,025 59,025 Note 3 (1) 12-30-2016 12-30-2021 18 % 21,500 3,880 25,380 Note 4 (1) 03-02-2017 03-02-2022 18 % 20,000 2,998 22,998 Note 5 (1) 06-08-2017 06-08-2022 18 % 10,000 1,016 11,016 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 4,247 254,247 Note 7 (2) 10-30-2017 10-30-2020 10 % 75,000 1,274 76,274 Total $ 500,325 $ 52,949 $ 553,274 Based upon the balances as of September 30, 2018, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 70,277 469,102 2021 71,500 22,531 94,031 2022 30,000 8,053 38,053 Total $ 500,325 $ 100,861 $ 601,186 | 4. NOTES PAYABLE On September 14, 2015, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ First Note On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Second Note On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Third Note On March 2, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fourth Note On June 8, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fifth Note On September 7, 2017, the Company received a $250,000 loan from a less than 5% shareholder. The loan is unsecured, repayable on demand and is non-interest bearing. On October 30, 2017, this loan was used to subscribe to an unsecured convertible debenture (the “ Sixth Note On October 30, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Seventh Note Based upon the balances as of December 31, 2017, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 36,030 434,855 2021 71,500 12,905 84,405 2022 30,000 4,014 34,014 Total $ 500,325 $ 52,949 $ 553,274 |
Loans Payable - Related Party
Loans Payable - Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable - Related Party | 4. LOANS PAYABLE – RELATED PARTY On March 13, 2018, we entered into a loan agreement with Michael Blum, our Chief Financial Officer, whereby Mr. Blum advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six months) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. The loan was repaid on June 1, 2018 with interest of $2,630. On March 27, 2018, we entered into a loan agreement with Greg Burnett, a member of our Advisory Board, whereby Mr. Burnett advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six months) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 27, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. The loan was repaid on June 4, 2018 with interest of $2,268. On April 13, 2018, we entered into a loan agreement with a lender whereby the lender advanced $200,000 to us. The principal amount of $200,000 is repayable on demand (but no longer than a term of six months) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $200,000. We are entitled to repay the whole or any portion of the principal amount of $200,000, plus accrued interest on the portion of the principal amount of $200,000 being repaid, at any time. The loan was repaid on June 12, 2018 with interest of $3,090. |
Notes Receivable - Related Part
Notes Receivable - Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Notes Receivable - Related Party | 5. NOTES RECEIVABLE – RELATED PARTY On July 9, 2018, we entered into a loan agreement with Ryde Holding Inc. (“Ryde”) (formerly “WENN Digital Inc.”) whereby we provided to Ryde a loan in the principal amount of $750,000. The principal amount of the loan bears interest at the rate of 2% per annum, provided, however, any amounts not paid when due will immediately commence accruing interest at the default rate of 10% per annum. The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owing under the loan maters on the earlier of (i) March 9, 2019 and (ii) the closing by Ryde of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity or otherwise. Ryde can prepay all outstanding amounts on 10 days’ notice to our company. As a condition for entering into the loan agreement, Ryde GmbH, a subsidiary of Ryde, provided a corporate guarantee dated July 9, 2018 to our company, pursuant to which Ryde GmbH unconditionally guaranteed and promised to pay our company on demand all amounts that become due from Ryde under the loan agreement with Ryde and any other amounts that we may in the future loan or advance to Ryde. Also, as a condition for entering into the loan agreement, Ryde entered into the amendment no. 2, dated as of July 9, 2018, to the business service agreement dated December 29, 2017 as amended as of March 15, 2018, with our company. Pursuant to the amendment no. 2, our company and RYDE agreed that each party will be responsible for its respective expenses and agreed not to charge any out of pocket expenses to the other party unless expressly approved by the other party in advance in writing. As of September 30, 2018, interest of $3,411 has been earned. On July 27, 2018, we entered into a loan agreement with Ryde whereby we provided to Ryde a loan in the principal amount of $500,000. This loan is unsecured, will mature on the earlier of eight (8) months from the date of issuance or the closing by Ryde of a minimum of $4,250,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity, or otherwise and will bear interest at the rate of 12% interest per annum. However, any amounts not paid when due shall immediately commence accruing interest at the default rate of 18% per annum. As of September 30, 2018, interest of $8,351 has been earned. Effective Date Maturity Date Rate Principal Interest Total Note 1 07-09-2018 03-09-2018 2 % $ 750,000 $ 3,411 $ 753,411 Note 2 (1) 07-27-2018 03-27-2018 12 % 500,000 8,351 508,351 Total $ 1,250,000 $ 11,762 $ 1,261,762 (1) | 5. NOTES RECEIVABLE – RELATED PARTY On November 20, 2017, the Company made a $99,963 loan to WENN Digital Inc., a customer of the Company. This loan is unsecured, will mature one (1) year from the date of issuance and will bear interest at the rate of 7% interest per annum. As of December 31, 2017, interest of $789 has been accrued. The Company also received a 7.5% stake in the WENN Digital Inc. for making the loan. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 6. COMMITMENTS Starting May 1, 2018, the Company entered into a contract to lease its premises. The contract is effective until February 28, 2020 and is for $16,500 per month. The following are the future minimum lease payments as at September 30, 2018: Total 2018 $ 49,500 2019 198,000 2020 33,000 Total $ 280,500 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operations through revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The Company’s office premises were provided to it at no cost by one of its directors until April 30, 2018. This director did not take any fees for serving as director during the period ended September 30, 2018. In October 2017, the Company signed an agreement with a company in which the Company’s Chairman is a director, officer, and 30.5% shareholder, to provide strategic management services. The agreement is for a two-year term that will automatically be renewed unless: (i) mutually agreed to by Business Instincts Group, Inc. (“BIG”) and us, or (ii) written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. The agreement can be terminated by either party, without cause, at any time upon the provision of 90 days written notice to the other party. This agreement committed the Company to pay $35,000 a month and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii) $50,000 payable on signing of the first client agreement. On June 26, 2018, the agreement was amended to pay $105,000 a month as of June 1, 2018 and pay a bonus of $280,000. $140,000 of the bonus has been paid with the remaining portion to be paid upon signing of two additional clients. As of September 30, 2018, the Company had trade and other payables owing to this related party of $50,520. Future minimum payments per the agreement are: 2018 $ 315,000 2019 1,050,000 Total $ 1,365,000 On December 29, 2017, the Company signed a master service agreement with Ryde, a company in which there is a common director. The agreement was amended on March 15, 2018, pursuant to which the Company changed the scope of services to provide Ryde with the services in connection with Ryde’s development of an image rights management and protection platform (the “Platform”) using blockchain technology, including (i) the business development and technical services, (ii) the business launch services and (iii) the post-business launch support services. The business services agreement with Ryde provides that the fees for the services provided in connection with the development and launch of the Platform (the business development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. The Company has waived Ryde’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. The Company has recognized the business development and technical service fee of $500,000 during the year end December 31, 2017, paid in January by Ryde upon the completion of its first round of pre-ICO fundraising. Also, as a condition for entering into the loan agreement (Note 5), Ryde entered into the amendment no. 2, dated as of July 9, 2018, to the business service agreement dated December 29, 2017 as amended as of March 15, 2018, with our company. Pursuant to the amendment no. 2, the Company and Ryde agreed that each party will be responsible for its respective expenses and agreed not to charge any out of pocket expenses to the other party unless expressly approved by the other party in advance in writing. On October 29, 2018, Ryde entered into amendment no. 3. Under the amendment no. 3, the Company agreed to provide to Ryde the services from October 1, 2018 to December 31, 2019 (the “2018-19 Services”) consisting of corporate development and governance, business development and technical services, business awareness services, financial and administrative services, and media management services. In addition, the Company agreed to provide to Ryde the monthly services from January 1, 2020 to December 31, 2020 (the “2020 Monthly Services”) consisting of board and corporate strategy management and board and corporate governance management. In consideration for the 2018-19 Services, Ryde agreed to pay a fixed fee of $1,100,000, which is deemed earned as of October 1, 2018, under the agreement, but is not due and payable until Ryde closes on the sale of Simple Agreements for Future Tokens (“SAFTs”), equity, or token financings, joint venture financings, or any of its affiliates, in a minimum aggregate amount of $12,000,000, including closings occurring prior to October 1, 2018. In consideration for the 2020 Monthly Services fees, Ryde agreed to pay a monthly fee of $35,000 at the beginning of each month commencing January 1, 2020. All fees and other amounts paid to the Company with respect to the Company’s services provided prior to the amendment no. 3 have been earned in connection with the prior services and will not be credited against any of the above fees or other amounts due under the amendment no. 3. In addition, the amendment no. 3 provides for additional fees for the 2018-19 Services relating to success of Ryde’s business, including the engagement of an investment banker and certain financing milestones and additional fees and milestone fees relating to the achievements of certain net revenues and creation of a business relationship that increases the value of Ryde. The Company will not provide any services related to any financings to be conducted by Ryde. The Company will also receive 20 million tokens based upon 100 million tokens issued, which number will be increased on a pro rata basis, if at any time, Ryde issues more than 100 million tokens (the “Token Fee”). The Token Fee has been previously earned and will be issued in connection with the first release of any tokens to any party. However, if the business services agreement is terminated before December 31, 2019, (a) the fee for the 2018-19 Services will be immediately due in full (but only if the foregoing $12,000,000 financing is closed either before or after the termination date), (b) any additional fees and milestone fees earned will be immediately paid in full (if the condition precedent/milestones are achieved), (c) the Token Fee will be immediately transferred to the Company, and (d) any future adjustment in the number of tokens issued by Ryde, to over 100,000,000, will result in the immediately issuance to our company of 20% of such additional tokens. The amendment no. 3 provides that the business services agreement will continue until December 31, 2020 unless earlier terminated by either party, provided, however, the term of the 2020 Monthly Services will automatically renew for successive one year periods after December 31, 2020, which renewal term can be terminated by either party with 30 days advanced written notice. The amendment no. 3 also provides that the Company may terminate the business services agreement upon the provision of 30 days written notice to Ryde. Ryde may terminate the business services agreement after December 31, 2019, upon the provision of 30 days written notice to the Company. If the Company or Ryde provides such notice, the Company or Ryde, as applicable, may immediately terminate the business services agreement and the Company will be entitled to no further compensation except for any fees earned prior to the date of the termination and other fees discussed above, which are due regardless of such early termination. The Company has agreed that Ryde will not be responsible for any out-of-pocket expenses incurred by the Company in connection with the performance of the services. In addition, the Company has agreed to pay, and otherwise be financially responsible for (including through the reimbursement of disbursements made by Ryde and its affiliates), (i) all legal costs and expenses incurred by Ryde, the Company and any of their affiliates in connection with the Ryde Offering; (ii) all business and travel expenses incurred by Ryde, the Company and any of their affiliates in connection the Ryde Offering; and (iii) all fees and expenses incurred by Ryde in connection with its conversion of cryptocurrencies into US dollars in connection with the Ryde Offering, including bank, exchange and other similar fees and expenses. Ryde will have the right to deduct any such amounts from the fees otherwise payable by it to the Company and apply such deducted amounts to the payments to the Company. The Company’s chairman and one of its directors, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the common stock of Ryde and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of Ryde and the Company owns 7.5% of the common stock of Ryde. Mr. Chell is also a director, chairman, and officer of Ryde. Mr. Elliott is a former officer of Ryde. | 6. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operations through revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The Company’s office premises were provided to it at no cost by one of its directors. The Company’s director did not take any fees for serving as director during the year ended December 31, 2017. In October 2017, the Company signed an agreement with a company in which the Company’s Chairman is a director, officer, and 30.5% shareholder, to provide strategic management services. The agreement is for a two-year term that will automatically be renewed unless: (i) mutually agreed to by BIG and us, or (ii) written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. This agreement committed the Company to pay $35,000 a month and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii) $50,000 payable on signing of the first client agreement. As of December 31, 2017, the Company had trade and other payables owing to this related party of $51,616. Future minimum payments per the agreement are: 2018 $ 470,000 2019 350,000 Total $ 820,000 On December 29, 2017, the Company signed a master service agreement with WENN Digital Inc. (“WENN”), a company in which there is a common director. The agreement was amended on March 15, 2018, pursuant to which the Company changed the scope of services to provide WENN with the services in connection with WENN’s development of an image rights management and protection platform (the “Platform”) using blockchain technology, including (i) the business development and technical services, (ii) the business launch services and (iii) the post-business launch support services. The business services agreement with WENN provides that the fees for the services provided in connection with the development and launch of the Platform (the business development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. The Company has waived WENN’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. The Company has recognized the business development and technical services fee of $500,000 during the year ended December 31, 2017, which WENN paid in January 2018 upon the completion of its first round of pre-ICO fundraising. The fees for the post-business launch support services (the “Monthly Services” In addition, the business services agreement with WENN provides that the work fee in the amount of $4,175,000 is deemed earned on March 15, 2018 and the work fee is subject to a Renegotiation Obligation (as defined below). The business services agreement with WENN also provides that the additional fee of rights to receive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens” “SAFTs” “WENN Offering” “Renegotiation Obligation” The Company has agreed that WENN will not be responsible for any out-of-pocket expenses incurred by our company in connection with our performance of the services. In addition, the Company has agreed to pay, and otherwise be financially responsible for (including through the reimbursement of disbursements made by WENN and its affiliates), (i) all legal costs and expenses incurred by WENN, our company and any of their affiliates in connection with the WENN Offering; (ii) all business and travel expenses incurred by WENN, our company and any of their affiliates in connection the WENN Offering; and (iii) all fees and expenses incurred by WENN in connection with its conversion of cryptocurrencies into US dollars in connection with the WENN Offering, including bank, exchange and other similar fees and expenses. WENN will have the right to deduct any such amounts from the fees otherwise payable by it to our company and apply such deducted amounts to the payments to our company. The business services agreement will continue for a period of one year unless earlier terminated by either our company or WENN. Either the Company or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other party. If the Company provides such notice, WENN may immediately terminate the business services agreement and the Company will be entitled to no further compensation except for any fees earned prior to the date of the termination. If WENN provides such notice, the Company may immediately terminate the business services agreement and will be entitled to no further compensation, except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lump sum payment of $105,000. For the purpose of determining our fees earned to the date of the termination in the event that either party terminates the business services agreement, all fees for services in connection with the development and launch of the Platform (the business development and technical services and business launch services) and the additional fee of rights to receive an aggregate of 20,000,000 Tokens are deemed earned on the date of execution of the business services agreement and the work fee is deemed earned as of March 15, 2018. However, the work fees and additional fee are subject to the Renegotiation Obligation. As such, our work fee and additional fee are not determinable or deemed collectible for the financial reporting purposes until the WENN Offering is completed or, if applicable, those fees are renegotiated pursuant to the Renegotiation Obligation. The Company’s chairman and one of its directors, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the common stock of WENN and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of WENN and the Company owns 7.5% of the common stock of WENN. Mr. Chell is also a director, chairman, and officer of WENN. Mr. Elliott is a former officer of WENN. |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Share Capital | 8. SHARE CAPITAL On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195. The escrow release condition (as defined below) was met, and each subscription receipt converted into one share of the Company’s common stock, for no additional consideration. The escrow release condition was the receipt by the Company of conditional approval for the listing of the shares of the Company’s common stock on a Canadian stock exchange. In connection with the closing of the private placements, the Company paid cash finder’s fees in the aggregate amount of $29,400 and the Company issued 160,865 shares of common stock at a deemed price of $0.60 per share as the finder’s fee. In connection with this private placement, the Company agreed with each subscriber who purchased shares to prepare and file a registration statement with respect to 50% of the shares issued with the United States Securities and Exchange Commission within 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declared effective by the United States Securities and Exchange Commission as soon as possible after filing. None of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. | 7. SHARE CAPITAL The Company’s common stock is issued at a $0.001 par value. 75,000,000 shares have been authorized. As at December 31, 2017, 11,600,000 shares were issued and outstanding (2016 – 6,000,000). On October 30, 2017, the Company entered into a private placement subscription agreement with 35 subscribers, pursuant to which it issued an aggregate of 5,600,000 shares of common stock of the Company at a price of $0.10 per share for aggregate gross proceeds of $560,000. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Stock-Based Compensation | 9. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options. As of December 31, 2017, the maximum number of options available for grant was 3,000,000 shares. On January 22, 2018, the maximum number of options available for grant was increased to 3,900,000 shares. As of September 30, 2018, there are 3,400,000 stock options issued (December 31, 2017 – 2,900,000) and 500,000 stock options unissued (December 31, 2017 – 100,000). On February 9, 2018, the Company granted a total of 100,000 stock options to a director. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On February 16, 2018, the Company granted a total of 75,000 stock options to two consultants. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On May 17, 2018, the Company granted a total of 100,000 stock options to a director. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 2,778 upon the date of grant; (ii) 2,778 on the 17 th (iii) 2,770 on April 17, 2021. On June 7, 2018, the Company granted a total of 100,000 stock options to a director. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On June 8, 2018, the Company granted 75,000 stock options to one consultant. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options become exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On August 15, 2018, the Company granted 50,000 stock options to one consultant. The stock options are exercisable at the exercise price of $1.00 per share for a period of two years from the date of grant. The stock options became exercisable upon the date of grant. Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: Nine Months Ended September 30, 2018 2017 Share price $ 0.60 N/A Exercise price $ 0.60-1.00 N/A Time to maturity (years) 2-10 N/A Risk-free interest rate 2.61%-3.11 % N/A Expected volatility 50.48%-192.68 % N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.3 Granted 500,000 0.55 0.64 8.8 Exercised - - - - Forfeited - - - - Options outstanding, September 30, 2018 3,400,000 0.17 0.18 9.0 Options exercisable, September 30, 2018 880,553 0.15 0.21 8.7 | 8. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that the Board of Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options. The maximum number of options available for grant is 3,000,000. On January 22, 2018, the maximum number of options available for grant was increased to 3,900,000. As of December 31, 2017, there are 2,900,000 stock options issued (2016 – nil) and 100,000 stock options unissued (2016 – nil). On October 15, 2017, the Company granted a total of 1,400,000 stock options to its directors and officers. The stock options are exercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On October 15, 2017, the Company granted a total of 1,325,000 stock options to its consultants. These stock options were granted to consultants who have provided their services for cash compensation below cost, with the stock options providing additional compensation in lieu of cash. The stock options are exercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. Of the stock options granted, 800,000 are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. The remaining 525,000 stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. On November 10, 2017, the Company granted a total of 175,000 stock options to its consultants. The stock options are exercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: For the years ended December 31, 2017 2016 Share price $ 0.10 N/A Exercise price $ 0.10 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.28%-2.40% N/A Expected volatility 191.12%-191.75% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2015 - - - - Granted - - - - Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2016 - - - - Granted 2,900,000 0.10 0.10 9.8 Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.8 Options exercisable, December 31, 2017 733,331 0.10 0.10 9.8 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES For the fiscal years 2017 and 2016, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of December 31, 2017 and 2016, the Company had net operating loss carry forwards of approximately $693,008 and $225,850, respectively. The carry forwards expire through the year 2037. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2016 – 21%)), as follows: For the years ended December 31, 2017 2016 Net operating loss before taxes (467,058 ) (88,196 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (98,082 ) (18,521 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 44,401 - Change in valuation allowance 53,681 18,521 Total - - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets at December 31, 2017 and 2016, respectively, are as follows: 2017 2016 Deferred tax asset: Net operating loss carry forwards 101,110 47,429 Total gross deferred tax assets 101,110 47,429 Less: Deferred tax asset valuation allowance (101,110 ) (47,429 ) Total net deferred tax assets - - In assessing the ability to realize the 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 the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The returns filed from the year 2014 going-forward are subject to examination by the IRS. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 10. FINANCIAL INSTRUMENTS Fair value is an exit price representing the amount that would be received to sell an asset or aid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a base for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. ○ Investment in related party As of December 31, 2017 2016 Investment in related party 37 - The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 10. SUBSEQUENT EVENTS On October 19, 2018, the Company, through its wholly-owned subsidiary, ICOx USA, Inc. (“ICOx USA”), entered into a master services agreement with BitRail, LLC (“BitRail”) to develop a blockchain-based payment processing application allowing the purchase and sale of cryptocurrencies (the “Payment Processing Application”) to be operated by BitRail Holdings, Inc. (“BitRail Holdings”), a company to be formed by BitRail. Under the terms of the master services agreement, ICOx USA initially agreed to provide the services relating to the development of a web-based payment processing platform enabled by blockchain for the purchase and use of cryptocurrencies. The fee for these services will be provided at ICOx USA’s cost plus approved expenses, up to a maximum of $2,000,000. In addition, BitRail agreed that it will be responsible for paying all expenses charged by third parties to ICOx USA or BitRail relating to the master services agreement. In addition, BitRail agreed to immediately form BitRail Holdings to conduct and operate the Payment Processing Application and the parties agreed that BitRail Holdings will initially have a board of five directors or managers, as applicable, three of which will be appointed by BitRail and two of which will be appointed by ICOx USA. In addition, the parties agreed that BitRail Holdings will issue warrants to ICOx USA allowing it to acquire up to 20% of ownership of BitRail Holdings for total consideration of $1, which warrants may be exercised by ICOx USA at any time in the future. Either ICOx USA or BitRail may terminate the master services agreement or any statement of work to be negotiated by the parties upon the provision of 30 days written notice to the other party, upon receipt of which, the non-terminating party may elect to immediately terminate the master services agreement or applicable statement of work. Upon such termination, ICOx USA will be entitled to no further compensation except for (i) any fees earned and out-of-pocket expenses incurred prior to the termination and (ii) any other amounts or consideration as set forth in any statement of work which are to be paid upon or regardless of such termination. On October 29, 2018, Ryde entered into amendment no. 3. Under the amendment no. 3, the Company agreed to provide to Ryde the services from October 1, 2018 to December 31, 2019 (the “2018-19 Services”) consisting of corporate development and governance, business development and technical services, business awareness services, financial and administrative services, and media management services. In addition, the Company agreed to provide to Ryde the monthly services from January 1, 2020 to December 31, 2020 (the “2020 Monthly Services”) consisting of board and corporate strategy management and board and corporate governance management. On November 5, 2018, the Company entered into five amendment agreements (each, an “Amendment Agreement”) with Oceanside Strategies Inc. (“Oceanside”), pursuant to which the Company and Oceanside agreed to amend the terms of five previously issued convertible notes (each, a “Note”) outstanding in favor of Oceanside in the aggregate principal amount of $175,325. Pursuant to the Amendment Agreements, the parties agreed to: (i) reduce the interest payable to Oceanside under the Notes from 18.0% per annum to 8.0% per annum effective as of December 1, 2018, and (ii) make the interest payable only in cash on a quarterly basis commencing as of December 1, 2018. The Notes were issued on September 14, 2015 (with the principal amount of $73,825), December 30, 2016 (with the principal amount of $50,000), December 30, 2016 (with the principal amount of $21,500), March 2, 2017 (with the principal amount of $20,000), and June 8, 2017 (with the principal amount of $10,000). | 11. SUBSEQUENT EVENTS On January 3, 2018, WENN Digital Inc. repaid the outstanding $100,000 loan plus accrued interest of $950. As Lead Director, Mr. Geiskopf will be receiving $120,000 in annual compensation. On January 22, 2018, we amended our 2017 Equity Incentive Plan to increase the number of shares of our common stock available for the grant of awards under the plan from 3,000,000 shares to 3,900,000 shares. On February 9, 2018, we appointed Edmund C. Moy as a director of the Company. We granted 100,000 stock options to Mr. Moy at an exercise price of $0.60 per share. Mr. Moy will be receiving $50,000 in annual compensation. On February 14, 2018, we changed our name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.”. The name change became effective with the OTC Pink operated by the OTC Markets Group at opening for trading on February 14, 2018 under the stock symbol “ICOX”. On February 16, 2018, we appointed Steve Beauregard as Member of the Advisory Board of the Company. We granted 25,000 stock options at an exercise price of $0.60 per share. Mr. Beauregard will be receiving $25,000 in annual compensation. On February 16, 2018, we appointed Russell Stidolph as Member of the Advisory Board of the Company. We granted 50,000 stock options at an exercise price of $0.60 per share. On March 13, 2018, we entered into a loan agreement with Michael Blum whereby Mr. Blum advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195.40. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt will automatically convert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until the escrow release condition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on a Canadian stock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a notice to the escrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter, release the subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment of any additional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written default notice to the escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force and effect, effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will be entitled to receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with the closing of the private placements, we paid cash finder’s fees in the aggregate amount of $29,399.97 and we agreed to issue 160,865 shares of our common stock at a deemed price of $0.60 per share as the finder’s fee, which will be issued only if the subscription receipts are converted into shares of our common stock. In connection with this private placement, the Company agreed with each subscriber who purchased these Subscription Receipts to prepare and file a registration statement with respect to 50% of the Shares issuable upon conversion of the Subscription Receipts with the United States Securities and Exchange Commission within 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declared effective by the United States Securities and Exchange Commission as soon as possible after filing. None of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. On March 27, 2018, we entered into a loan agreement with Greg Burnett whereby Mr. Burnett advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 27, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP |
Basis of Consolidation | Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 2, 2018. | |
Use of Estimates | Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. The carrying amounts of cash and cash equivalents, prepaid expenses, short-term loans receivable, trade payables and convertible notes payable approximate their fair value due to the short-term maturity of such instruments. | |
Contingent Liabilities | Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017 and 2016, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. | |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2017 and prior. Based on evaluation of the 2017 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2017 or 2016, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2017 or 2016. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. | |
Collectability of Accounts Receivable | Collectability of Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. | |
Earnings Per Share | Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. At September 30, 2018, common shares from the conversion of debt (11,760,208 shares) (Note 3) and exercise of stock options (880,553 shares) (Note 9) have been excluded as their effect is anti-dilutive. At September 30, 2017, common shares from the conversion of debt (7,159,969 shares) and exercise of stock options (nil) have been excluded as their effect is anti-dilutive. | Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Common shares from the conversion of debt (10,730,310 shares) (Note 3) and exercise of stock options (733,331 shares) (Note 7) have been excluded as their effect is anti-dilutive. |
Stock- Based Compensation | Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are recognized in the income statement based on their fair values. The fair value of the options is calculated based upon the Black Scholes valuation model. (Note 7) The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. The fair value calculation is recalculated at the end of every reporting period until the goal had been reached, when the expense has been wholly recognized. The stock options granted to non-employees during the year ended December 31, 2017 were for services already rendered in lieu of cash compensation and, as such, the service period has already passed and the entirety of the expense was recognized in the year. | |
Digital Currency Valuation | Digital Currency Valuation Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair market value determined by an average spot rate of the most liquid digital currency exchanges. On an interim basis, we recognize decreases in the value of the assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Such unrealized gains or losses resulting from changes the value of the digital currency are recorded in Other Income, net in the consolidated statements of operations. Gains and losses realized upon sale of digital currencies are also recorded in Other Income, net in the consolidated statement of operations. Fair market value is determined by taking the average spot rate from the most liquid digital currency exchanges. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges. Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The Company may not be able to liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. The Company did not hold any digital currency at December 31, 2017 and December 31, 2016. | |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. | Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. The Company has early adopted this policy. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. |
Service Costs | Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. | Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. |
Reclassification | Reclassification Certain reclassifications have been made to the 2017 financial statements in order for them to conform to the 2018 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations. | Reclassification Certain reclassifications have been made to the 2016 financial statements in order for them to conform to the 2017 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. | Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. We will be required to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. We will be required to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. |
Future Accounting Pronouncements | Future Accounting Pronouncements Leases (ASU 2016-02) In February 2016, the FASB issued new guidance, ASU No. 2016-02, Leases (Topic 842). The main difference between current U.S. GAAP and the new guidance is the recognition of lease liabilities based on the present value of remaining lease payments and corresponding lease assets for operating leases under current U.S. GAAP with limited exception. Additional qualitative and quantitative disclosures are also required by the new guidance. Topic 842 is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Notes Outstanding | The Company has convertible notes outstanding as at September 30, 2018 and are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 18 % $ 73,825 $ 40,448 $ 114,273 Note 2 (1) 12-30-2016 12-30-2021 18 % 50,000 15,756 65,756 Note 3 (1) 12-30-2016 12-30-2021 18 % 21,500 6,775 28,275 Note 4 (1) 03-02-2017 03-02-2022 18 % 20,000 5,691 25,691 Note 5 (1) 06-08-2017 06-08-2022 18 % 10,000 2,362 12,362 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 22,945 272,945 Note 7 (2) 10-30-2017 10-30-2020 10 % 75,000 6,884 81,884 Total $ 500,325 $ 100,861 $ 601,186 (1) (2) The balances of the convertible notes outstanding as at December 31, 2017 are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 18 % $ 73,825 $ 30,509 $ 104,334 Note 2 (1) 12-30-2016 12-30-2021 18 % 50,000 9,025 59,025 Note 3 (1) 12-30-2016 12-30-2021 18 % 21,500 3,880 25,380 Note 4 (1) 03-02-2017 03-02-2022 18 % 20,000 2,998 22,998 Note 5 (1) 06-08-2017 06-08-2022 18 % 10,000 1,016 11,016 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 4,247 254,247 Note 7 (2) 10-30-2017 10-30-2020 10 % 75,000 1,274 76,274 Total $ 500,325 $ 52,949 $ 553,274 | |
Schedule of Convertible Notes | Based upon the balances as of September 30, 2018, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 70,277 469,102 2021 71,500 22,531 94,031 2022 30,000 8,053 38,053 Total $ 500,325 $ 100,861 $ 601,186 | Based upon the balances as of December 31, 2017, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 36,030 434,855 2021 71,500 12,905 84,405 2022 30,000 4,014 34,014 Total $ 500,325 $ 52,949 $ 553,274 |
Notes Receivable - Related Pa_2
Notes Receivable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Receivable | Effective Date Maturity Date Rate Principal Interest Total Note 1 07-09-2018 03-09-2018 2 % $ 750,000 $ 3,411 $ 753,411 Note 2 (1) 07-27-2018 03-27-2018 12 % 500,000 8,351 508,351 Total $ 1,250,000 $ 11,762 $ 1,261,762 (1) |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The following are the future minimum lease payments as at September 30, 2018: Total 2018 $ 49,500 2019 198,000 2020 33,000 Total $ 280,500 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Schedule of Future Minimum Payments | Future minimum payments per the agreement are: 2018 $ 315,000 2019 1,050,000 Total $ 1,365,000 | Future minimum payments per the agreement are: 2018 $ 470,000 2019 350,000 Total $ 820,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Schedule of Assumption Used | Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: Nine Months Ended September 30, 2018 2017 Share price $ 0.60 N/A Exercise price $ 0.60-1.00 N/A Time to maturity (years) 2-10 N/A Risk-free interest rate 2.61%-3.11 % N/A Expected volatility 50.48%-192.68 % N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A | Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: For the years ended December 31, 2017 2016 Share price $ 0.10 N/A Exercise price $ 0.10 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.28%-2.40% N/A Expected volatility 191.12%-191.75% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A |
Schedule of Stock Option Activity | Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.3 Granted 500,000 0.55 0.64 8.8 Exercised - - - - Forfeited - - - - Options outstanding, September 30, 2018 3,400,000 0.17 0.18 9.0 Options exercisable, September 30, 2018 880,553 0.15 0.21 8.7 | Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2015 - - - - Granted - - - - Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2016 - - - - Granted 2,900,000 0.10 0.10 9.8 Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.8 Options exercisable, December 31, 2017 733,331 0.10 0.10 9.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Expense | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2016 – 21%)), as follows: For the years ended December 31, 2017 2016 Net operating loss before taxes (467,058 ) (88,196 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (98,082 ) (18,521 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 44,401 - Change in valuation allowance 53,681 18,521 Total - - |
Schedule of Components of Deferred Tax Assets and Liabilities | The tax effect of significant components of the Company’s deferred tax assets at December 31, 2017 and 2016, respectively, are as follows: 2017 2016 Deferred tax asset: Net operating loss carry forwards 101,110 47,429 Total gross deferred tax assets 101,110 47,429 Less: Deferred tax asset valuation allowance (101,110 ) (47,429 ) Total net deferred tax assets - - |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment in Related Party | As of December 31, 2017 2016 Investment in related party 37 - |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
State or country of incorporation | Nevada | Nevada | |
Date of incorporation | Jul. 20, 2010 | Jul. 20, 2010 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Accumulated deficit | $ 3,678,028 | $ 693,008 | $ 225,950 |
Private Placement [Member] | |||
Aggregate of subscription receipts | 9,113,659 | 9,113,659 | |
Price per subscription | $ 0.60 | $ 0.60 | |
Aggregate gross proceeds subscription receipts | $ 5,468,195 | $ 5,468,195 |
Nature and Continuance of Ope_3
Nature and Continuance of Operations (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
State or country of incorporation | Nevada | Nevada | |
Date of incorporation | Jul. 20, 2010 | Jul. 20, 2010 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Accumulated deficit | $ 3,678,028 | $ 693,008 | $ 225,950 |
Stock issued for cash value | $ 556,467 | ||
Private Placement [Member] | |||
Aggregate of subscription receipts | 9,113,659 | 9,113,659 | |
Price per subscription | $ 0.60 | $ 0.60 | |
Aggregate gross proceeds subscription receipts | $ 5,468,195 | $ 5,468,195 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Conversion of Debt [Member] | |||
Anti-dilutive shares | 11,760,208 | 7,159,969 | 10,730,310 |
Exercise of Stock Options [Member] | |||
Anti-dilutive shares | 880,553 | 733,331 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Digital currency | ||||
Conversion of Debt [Member] | ||||
Anti-dilutive shares | 11,760,208 | 7,159,969 | 10,730,310 | |
Exercise of Stock Options [Member] | ||||
Anti-dilutive shares | 880,553 | 733,331 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) (10-K) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Accounts receivable | $ 500,000 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) (10-K) | Oct. 30, 2017USD ($)Subscribers$ / shares | Sep. 07, 2017USD ($) | Jun. 08, 2017USD ($)Subscribers$ / shares | Mar. 02, 2017USD ($)Subscribers$ / shares | Dec. 31, 2016USD ($)Subscribers$ / shares | Sep. 14, 2015USD ($)Subscribers$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Unsecured convertible note, principal amount | $ 1,250,000 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Accrued interest | $ 17,945 | $ 100,861 | $ 52,949 | |||||
Proceeds from shareholders loan | $ 250,000 | |||||||
Private Placement Subscription Agreement [Member] | ||||||||
Number of subscribers | Subscribers | 35 | |||||||
Private Placement Subscription Agreement [Member] | First Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 73,825 | 73,825 | ||||||
Unsecured convertible note, term | 5 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 18.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.03 | |||||||
Outstanding balance of debt | 91,734 | 103,463 | ||||||
Accrued interest | 17,909 | 30,509 | ||||||
Private Placement Subscription Agreement [Member] | Second Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 50,000 | 50,000 | ||||||
Unsecured convertible note, term | 5 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 18.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.03 | |||||||
Outstanding balance of debt | $ 50,025 | 59,025 | ||||||
Accrued interest | 25 | 9,025 | ||||||
Private Placement Subscription Agreement [Member] | Third Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 21,500 | 21,500 | ||||||
Unsecured convertible note, term | 5 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 18.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.03 | |||||||
Outstanding balance of debt | $ 21,511 | 25,380 | ||||||
Accrued interest | 11 | 3,880 | ||||||
Private Placement Subscription Agreement [Member] | Fourth Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 20,000 | 20,000 | ||||||
Unsecured convertible note, term | 5 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 18.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.03 | |||||||
Outstanding balance of debt | 0 | 22,998 | ||||||
Accrued interest | 0 | 2,998 | ||||||
Private Placement Subscription Agreement [Member] | Fifth Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 10,000 | 10,000 | ||||||
Unsecured convertible note, term | 5 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 18.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.03 | |||||||
Outstanding balance of debt | 0 | 11,016 | ||||||
Accrued interest | 0 | 1,016 | ||||||
Private Placement Subscription Agreement [Member] | Sixth Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 250,000 | 250,000 | ||||||
Unsecured convertible note, term | 3 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 10.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.10 | |||||||
Outstanding balance of debt | 0 | 254,247 | ||||||
Accrued interest | 0 | 4,247 | ||||||
Private Placement Subscription Agreement [Member] | Seventh Note [Member] | ||||||||
Unsecured convertible note, principal amount | $ 75,000 | 75,000 | ||||||
Unsecured convertible note, term | 3 years | |||||||
Number of subscribers | Subscribers | 1 | |||||||
Debt instrument interest rate | 10.00% | |||||||
Convertible note conversion price per share | $ / shares | $ 0.10 | |||||||
Outstanding balance of debt | 0 | 76,274 | ||||||
Accrued interest | $ 0 | $ 1,274 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Outstanding (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 07, 2017 | ||
Rate | 5.00% | |||
Principal | $ 1,250,000 | |||
Convertible notes | $ 601,186 | $ 553,274 | ||
Convertible Notes Payable One [Member] | ||||
Start date | [1] | Sep. 14, 2015 | Sep. 14, 2015 | |
Maturity date | [1] | Sep. 14, 2020 | Sep. 14, 2020 | |
Rate | [1] | 18.00% | 18.00% | |
Principal | [1] | $ 73,825 | $ 73,825 | |
Interest | [1] | 40,448 | 30,509 | |
Convertible notes | [1] | $ 114,273 | $ 104,334 | |
Convertible Notes Payable Two [Member] | ||||
Start date | [1] | Dec. 30, 2016 | Dec. 30, 2016 | |
Maturity date | [1] | Dec. 30, 2021 | Dec. 30, 2021 | |
Rate | [1] | 18.00% | 18.00% | |
Principal | [1] | $ 50,000 | $ 50,000 | |
Interest | [1] | 15,756 | 9,025 | |
Convertible notes | [1] | $ 65,756 | $ 59,025 | |
Convertible Notes Payable Three [Member] | ||||
Start date | [1] | Dec. 30, 2016 | Dec. 30, 2016 | |
Maturity date | [1] | Dec. 30, 2021 | Dec. 30, 2021 | |
Rate | [1] | 18.00% | 18.00% | |
Principal | [1] | $ 21,500 | $ 21,500 | |
Interest | [1] | 6,775 | 3,880 | |
Convertible notes | [1] | $ 28,275 | $ 25,380 | |
Convertible Notes Payable Four [Member] | ||||
Start date | [1] | Mar. 2, 2017 | Mar. 2, 2017 | |
Maturity date | [1] | Mar. 2, 2022 | Mar. 2, 2022 | |
Rate | [1] | 18.00% | 18.00% | |
Principal | [1] | $ 20,000 | $ 20,000 | |
Interest | [1] | 5,691 | 2,998 | |
Convertible notes | [1] | $ 25,691 | $ 22,998 | |
Convertible Notes Payable Five [Member] | ||||
Start date | [1] | Jun. 8, 2017 | Jun. 8, 2017 | |
Maturity date | [1] | Jun. 8, 2022 | Jun. 8, 2022 | |
Rate | [1] | 18.00% | 18.00% | |
Principal | [1] | $ 10,000 | $ 10,000 | |
Interest | [1] | 2,362 | 1,016 | |
Convertible notes | [1] | $ 12,362 | $ 11,016 | |
Convertible Notes Payable Six [Member] | ||||
Start date | [2] | Oct. 30, 2017 | Oct. 30, 2017 | |
Maturity date | [2] | Oct. 30, 2020 | Oct. 30, 2020 | |
Rate | [2] | 10.00% | 10.00% | |
Principal | [2] | $ 250,000 | $ 250,000 | |
Interest | [2] | 22,945 | 4,247 | |
Convertible notes | [2] | $ 272,945 | $ 254,247 | |
Convertible Notes Payable Seven [Member] | ||||
Start date | [2] | Oct. 30, 2017 | Oct. 30, 2017 | |
Maturity date | [2] | Oct. 30, 2020 | Oct. 30, 2020 | |
Rate | [2] | 10.00% | 10.00% | |
Principal | [2] | $ 75,000 | $ 75,000 | |
Interest | [2] | 6,884 | 1,274 | |
Convertible notes | [2] | 81,884 | 76,274 | |
Convertible Notes Payable [Member] | ||||
Principal | 500,325 | 500,325 | ||
Interest | 100,861 | 52,949 | ||
Convertible notes | $ 601,186 | $ 553,274 | ||
[1] | The note may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. | |||
[2] | The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Outstanding (Details) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible Notes Payable One [Member] | ||
Conversion price per share | $ 0.03 | $ 0.03 |
Convertible Notes Payable Two [Member] | ||
Conversion price per share | 0.03 | 0.03 |
Convertible Notes Payable Three [Member] | ||
Conversion price per share | 0.03 | 0.03 |
Convertible Notes Payable Four [Member] | ||
Conversion price per share | 0.03 | 0.03 |
Convertible Notes Payable Five [Member] | ||
Conversion price per share | 0.03 | 0.03 |
Convertible Notes Payable Six [Member] | ||
Conversion price per share | 0.10 | 0.10 |
Convertible Notes Payable Seven [Member] | ||
Conversion price per share | $ 0.10 | $ 0.10 |
Notes Payable - Schedule of C_3
Notes Payable - Schedule of Convertible Notes (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Principal | $ 500,325 | $ 500,325 | $ 145,325 |
Interest | 100,861 | 52,949 | $ 17,945 |
Total | 601,186 | 553,274 | |
2018 [Member] | |||
Principal | |||
Interest | |||
Total | |||
2019 [Member] | |||
Principal | |||
Interest | |||
Total | |||
2020 [Member] | |||
Principal | 398,825 | 398,825 | |
Interest | 70,277 | 36,030 | |
Total | 469,102 | 434,855 | |
2021 [Member] | |||
Principal | 71,500 | 71,500 | |
Interest | 22,531 | 12,905 | |
Total | 94,031 | 84,405 | |
2022 [Member] | |||
Principal | 30,000 | 30,000 | |
Interest | 8,053 | 4,014 | |
Total | $ 38,053 | $ 34,014 |
Loans Payable - Related Party (
Loans Payable - Related Party (Details Narrative) - USD ($) | Apr. 13, 2018 | Mar. 27, 2018 | Mar. 13, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 12, 2018 | Jun. 04, 2018 | Jun. 01, 2018 | Dec. 31, 2017 | Sep. 07, 2017 | Dec. 31, 2016 |
Debt principal amount | $ 1,250,000 | ||||||||||
Rate of interest | 5.00% | ||||||||||
Repayment of principal amount | 400,000 | ||||||||||
Accrued interest | $ 100,861 | $ 52,949 | $ 17,945 | ||||||||
Loan Agreement [Member] | Michael Blum [Member] | |||||||||||
Advance from related party | $ 100,000 | ||||||||||
Debt principal amount | $ 100,000 | ||||||||||
Debt, term | 6 months | ||||||||||
Rate of interest | 12.00% | ||||||||||
Repayment of principal amount | $ 100,000 | ||||||||||
Debt instrument, description | We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||
Accrued interest | $ 2,630 | ||||||||||
Loan Agreement [Member] | Greg Burnett [Member] | |||||||||||
Advance from related party | $ 100,000 | ||||||||||
Debt principal amount | $ 100,000 | ||||||||||
Debt, term | 6 months | ||||||||||
Rate of interest | 12.00% | ||||||||||
Repayment of principal amount | $ 100,000 | ||||||||||
Debt instrument, description | We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||
Accrued interest | $ 2,269 | ||||||||||
Loan Agreement [Member] | Lender [Member] | |||||||||||
Advance from related party | $ 200,000 | ||||||||||
Debt principal amount | $ 200,000 | ||||||||||
Debt, term | 6 months | ||||||||||
Rate of interest | 12.00% | ||||||||||
Repayment of principal amount | $ 200,000 | ||||||||||
Debt instrument, description | We are entitled to repay the whole or any portion of the principal amount of $200,000, plus accrued interest on the portion of the principal amount of $200,000 being repaid, at any time. | ||||||||||
Accrued interest | $ 3,090 |
Notes Receivable - Related Pa_3
Notes Receivable - Related Party (Details Narrative) - USD ($) | Jul. 27, 2018 | Jul. 09, 2018 | Sep. 07, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt principal amount | $ 1,250,000 | $ 1,250,000 | |||||||
Debt instrument interest rate | 5.00% | ||||||||
Proceeds from related party debt | $ 250,000 | ||||||||
Interest earned | $ 11,762 | 11,960 | $ 789 | ||||||
Loan Agreement [Member] | |||||||||
Interest earned | 8,351 | ||||||||
Loan Agreement [Member] | Ryde Holding Inc. [Member] | |||||||||
Debt principal amount | $ 500,000 | $ 750,000 | |||||||
Debt instrument interest rate | 12.00% | 2.00% | |||||||
Default rate of interest | 18.00% | 10.00% | |||||||
Debt instrument, description | This loan is unsecured, will mature on the earlier of eight (8) months from the date of issuance or the closing by Ryde of a minimum of $4,250,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity, or otherwise and will bear interest at the rate of 12% interest per annum. | The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owing under the loan maters on the earlier of (i) March 9, 2019 and (ii) the closing by Ryde of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity or otherwise. | |||||||
Proceeds from related party debt | $ 4,250,000 | $ 3,000,000 | |||||||
Interest earned | $ 3,411 |
Notes Receivable - Related Pa_4
Notes Receivable - Related Party (Details Narrative) (10-K) - USD ($) | Nov. 20, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 07, 2017 |
Loan issued to related party | $ 1,250,000 | $ 99,963 | ||||||
Debt instrument interest rate | 5.00% | |||||||
Interest income, related party | $ 11,762 | $ 11,960 | 789 | |||||
WENN Digital Inc. [Member] | ||||||||
Loan issued to related party | $ 99,963 | |||||||
Loan term | 1 year | |||||||
Debt instrument interest rate | 7.00% | |||||||
Interest income, related party | $ 789 | |||||||
Debt instrument stake, percentage | 7.50% |
Notes Receivable - Related Pa_5
Notes Receivable - Related Party - Schedule of Notes Receivable (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 07, 2017 | ||
Rate | 5.00% | ||
Principal | $ 1,250,000 | ||
Interest | 11,762 | ||
Total | $ 1,261,762 | ||
Notes Receivable One [Member] | |||
Effective Date | Jul. 9, 2018 | ||
Maturity Date | Mar. 9, 2018 | ||
Rate | 2.00% | ||
Principal | $ 750,000 | ||
Interest | 3,411 | ||
Total | $ 753,411 | ||
Notes Receivable Two [Member] | |||
Effective Date | [1] | Jul. 27, 2018 | |
Maturity Date | [1] | Mar. 27, 2018 | |
Rate | [1] | 12.00% | |
Principal | [1] | $ 500,000 | |
Interest | [1] | 8,351 | |
Total | [1] | $ 508,351 | |
[1] | The $500,000 was issued in four tranches and the interest is calculated based on the dates that those tranches were issued. |
Notes Receivable - Related Pa_6
Notes Receivable - Related Party - Schedule of Notes Receivable (Details) (Parenthetical) | Sep. 30, 2018USD ($) | |
Interest | $ 11,762 | |
Notes Receivable Two [Member] | ||
Interest | 8,351 | [1] |
Notes Receivable Two [Member] | Four Tranche [Member] | ||
Interest | $ 500,000 | |
[1] | The $500,000 was issued in four tranches and the interest is calculated based on the dates that those tranches were issued. |
Commitments (Details Narrative)
Commitments (Details Narrative) | May 01, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitment amount | $ 16,500 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 49,500 |
2,019 | 198,000 |
2,020 | 33,000 |
Total | $ 280,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 26, 2018 | Dec. 29, 2017 | Oct. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Other payables to related parties | $ 50,520 | ||||
Payments for development and technical services | $ 250,000 | ||||
Services fee | $ 35,000 | $ 500,000 | |||
Business Instincts Group Inc [Member] | |||||
Ownership percentage | 10.00% | 10.00% | |||
Blockchain Merchant Group, Inc [Member] | |||||
Ownership percentage | 2.50% | 2.50% | |||
WENN Digital Inc. [Member] | |||||
Ownership percentage | 7.50% | ||||
First Client Agreement [Member] | |||||
Repayments to related party debt | $ 105,000 | ||||
Payments for signing bonus | 280,000 | ||||
Initial payments for agreement | $ 50,000 | ||||
Business Services Agreement [Member] | Ryde Holding Inc. [Member] | |||||
Payments for development and technical services | $ 1,100,000 | ||||
Services fee | 35,000 | ||||
Minimum aggregate amount | $ 12,000,000 | ||||
Description on related party | The Company will not provide any services related to any financings to be conducted by Ryde. The Company will also receive 20 million tokens based upon 100 million tokens issued, which number will be increased on a pro rata basis, if at any time, Ryde issues more than 100 million tokens (the "Token Fee"). The Token Fee has been previously earned and will be issued in connection with the first release of any tokens to any party. | ||||
Chairman Director Officer and Shareholder [Member] | |||||
Percentage for services | 30.50% | ||||
Repayments to related party debt | $ 35,000 | ||||
Payments for signing bonus | 100,000 | ||||
Payment for equity financing | 50,000 | ||||
Chairman Director Officer and Shareholder [Member] | Maximum [Member] | |||||
Payment for equity financing | $ 750,000 | ||||
Two Additional Clients [Member] | First Client Agreement [Member] | |||||
Payments for signing bonus | $ 140,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | Jun. 26, 2018 | Dec. 29, 2017 | Oct. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2018 |
Other payables to related parties | $ 51,616 | ||||
Payments for development and technical services | $ 250,000 | ||||
Services fee | $ 35,000 | $ 500,000 | |||
Business Instincts Group Inc [Member] | |||||
Ownership percentage | 10.00% | 10.00% | |||
Blockchain Merchant Group, Inc [Member] | |||||
Ownership percentage | 2.50% | 2.50% | |||
WENN [Member] | |||||
Ownership percentage | 7.50% | ||||
First Client Agreement [Member] | |||||
Repayments to related party debt | $ 105,000 | ||||
Payments for signing bonus | $ 280,000 | ||||
Initial payments for agreement | $ 50,000 | ||||
Business Services Agreement [Member] | March 15, 2018 [Member] | |||||
Services fee | $ 4,175,000 | ||||
Chairman Director Officer and Shareholder [Member] | |||||
Percentage for services | 30.50% | ||||
Repayments to related party debt | $ 35,000 | ||||
Payments for signing bonus | 100,000 | ||||
Payment for equity financing | 50,000 | ||||
Chairman Director Officer and Shareholder [Member] | Maximum [Member] | |||||
Payment for equity financing | $ 750,000 | ||||
WENN [Member] | |||||
Lump sum payment | $ 105,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Future Minimum Payments (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
2,018 | $ 315,000 | $ 470,000 |
2,019 | 1,050,000 | 350,000 |
Total | $ 1,365,000 | $ 820,000 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - Private Placements [Member] - USD ($) | Mar. 19, 2018 | Mar. 12, 2018 |
Aggregate of subscription receipts | 9,113,659 | 9,113,659 |
Price per subscription | $ 0.60 | $ 0.60 |
Aggregate gross proceeds subscription receipts | $ 5,468,195 | $ 5,468,195 |
Cash finder's fees | $ 29,400 | $ 29,400 |
Number of common stock shares issued | 160,865 | 160,865 |
Shares issued price per share | $ 0.60 | $ 0.60 |
Shares issuable upon conversion of the subscription receipts, percentage | 50.00% | 50.00% |
Share Capital (Details Narrat_2
Share Capital (Details Narrative) (10-K) | Oct. 30, 2017USD ($)Subscribers$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2018$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |
Common stock shares issued | 11,600,000 | 20,874,524 | 6,000,000 | |
Common stock shares outstanding | 11,600,000 | 20,874,524 | 6,000,000 | |
Number of shares issued, value | $ | $ 556,467 | |||
Private Placement Subscription Agreement [Member] | ||||
Number of subscribers | Subscribers | 35 | |||
Number of shares issued | 5,600,000 | |||
Shares issued price per share | $ / shares | $ 0.10 | |||
Number of shares issued, value | $ | $ 560,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - $ / shares | Aug. 15, 2018 | Jun. 08, 2018 | Jun. 07, 2018 | May 17, 2018 | Feb. 16, 2018 | Feb. 09, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 22, 2018 |
Number of stock options granted | 500,000 | 2,900,000 | ||||||||
Stock options exercise price | $ 0.21 | $ 0.10 | ||||||||
Number of options exercisable during period | 880,553 | 733,331 | ||||||||
Tranche One [Member] | ||||||||||
Number of options exercisable during period | 2,778 | |||||||||
Tranche Two [Member] | ||||||||||
Number of options exercisable during period | 2,778 | |||||||||
Tranche Three [Member] | ||||||||||
Number of options exercisable during period | 2,770 | |||||||||
Director [Member] | ||||||||||
Number of stock options granted | 100,000 | 100,000 | 100,000 | |||||||
Stock options exercise price | $ 0.60 | $ 0.60 | $ 0.60 | |||||||
Stock options exercisable term | 10 years | 10 years | 10 years | |||||||
Exercisable term | Apr. 17, 2021 | |||||||||
Director [Member] | Tranche One [Member] | ||||||||||
Number of options exercisable during period | 33,333.3 | 33,333.3 | ||||||||
Director [Member] | Tranche Two [Member] | ||||||||||
Number of options exercisable during period | 33,333.3 | 33,333.3 | ||||||||
Director [Member] | Tranche Three [Member] | ||||||||||
Number of options exercisable during period | 33,333.4 | 33,333.4 | ||||||||
Two Consultants [Member] | ||||||||||
Number of stock options granted | 75,000 | |||||||||
Stock options exercise price | $ 0.60 | |||||||||
Stock options exercisable term | 10 years | |||||||||
Two Consultants [Member] | Tranche One [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
Two Consultants [Member] | Tranche Two [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
Two Consultants [Member] | Tranche Three [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
One Consultants [Member] | ||||||||||
Number of stock options granted | 50,000 | 75,000 | ||||||||
Stock options exercise price | $ 1 | $ 0.60 | ||||||||
Stock options exercisable term | 2 years | 10 years | ||||||||
One Consultants [Member] | Tranche One [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
One Consultants [Member] | Tranche Two [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
One Consultants [Member] | Tranche Three [Member] | ||||||||||
Number of options exercisable during period | 25,000 | |||||||||
2017 Equity Incentive Plan [Member] | ||||||||||
Description on equity incentive plan | The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years. | |||||||||
Number of options available for grant | 3,000,000 | |||||||||
Number of stock options granted | 3,400,000 | 2,900,000 | ||||||||
Number of stock options unissued | 500,000 | 100,000 | ||||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||
Number of options available for grant | 3,900,000 | |||||||||
2017 Equity Incentive Plan [Member] | Director [Member] | ||||||||||
Ownership acquire percentage | 100.00% |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) (10-K) - $ / shares | Nov. 10, 2017 | Oct. 15, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 22, 2018 |
Number of stock options granted | 500,000 | 2,900,000 | ||||
Stock options exercise price | $ 0.21 | $ 0.10 | ||||
Exercisable [Member] | ||||||
Number of stock options granted | 800,000 | |||||
Exercisable One [Member] | ||||||
Number of stock options granted | 525,000 | |||||
Directors and Officers [Member] | ||||||
Number of stock options granted | 1,400,000 | |||||
Stock options exercise price | $ 0.10 | |||||
Stock options exercisable term | 10 years | |||||
Consultants [Member] | ||||||
Number of stock options granted | 175,000 | 1,325,000 | ||||
Stock options exercise price | $ 0.10 | $ 0.10 | ||||
Stock options exercisable term | 10 years | 10 years | ||||
2017 Equity Incentive Plan [Member] | ||||||
Number of options available for grant | 3,000,000 | |||||
Number of stock options granted | 3,400,000 | 2,900,000 | ||||
Stock options unissued | 500,000 | 100,000 | ||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Number of options available for grant | 3,900,000 | |||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | January 22, 2018 [Member] | ||||||
Number of options available for grant | 3,900,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumption Used (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share price | $ 0.60 | $ 0.60 | $ 0 | |
Exercise price | $ 0.10 | $ 0 | ||
Time to maturity (years) | 0 years | 10 years | 0 years | |
Risk-free interest rate | 0.00% | 0.00% | ||
Expected volatility | 0.00% | 0.00% | ||
Dividend per share | $ 0 | $ 0 | $ 0 | |
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Exercise price | $ 0.60 | |||
Time to maturity (years) | 2 years | |||
Risk-free interest rate | 2.61% | 2.28% | ||
Expected volatility | 50.48% | 191.12% | ||
Maximum [Member] | ||||
Exercise price | $ 1 | |||
Time to maturity (years) | 10 years | |||
Risk-free interest rate | 3.11% | 2.40% | ||
Expected volatility | 192.68% | 191.75% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Number of Options, Outstanding Beginning Balance | 2,900,000 | ||
Number of Options, Granted | 500,000 | 2,900,000 | |
Number of Options, Exercised | |||
Number of Options, Forfeited | |||
Number of Options, Outstanding Ending Balance | 3,400,000 | 2,900,000 | |
Number of Options, Options Exercisable, Ending Balance | 880,553 | 733,331 | |
Weighted Average Grant-Date Fair Value, Options Outstanding, Beginning Balance | $ 0.10 | ||
Weighted Average Grant-Date Fair Value, Granted | 0.55 | 0.10 | |
Weighted Average Grant-Date Fair Value, Exercised | |||
Weighted Average Grant-Date Fair Value, Forfeited | |||
Weighted Average Grant-Date Fair Value, Options Outstanding, Ending balance | 0.17 | 0.10 | |
Weighted Average Grant-Date Fair Value, Options Exercisable, Ending balance | 0.15 | 0.10 | |
Weighted Average Exercise Price, Options Outstanding, Beginning Balance | 0.10 | ||
Weighted Average Exercise Price, Granted | 0.64 | 0.10 | |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Options Outstanding, Ending balance | 0.18 | 0.10 | |
Weighted Average Exercise Price, Options Exercisable, Ending balance | $ 0.21 | $ 0.10 | |
Weighted Average Remaining Life (Yrs), Options Outstanding, Beginning Balance | 9 years 3 months 19 days | 0 years | 0 years |
Weighted Average Remaining Life (Yrs), Granted | 8 years 9 months 18 days | 9 years 9 months 18 days | 0 years |
Weighted Average Remaining Life (Yrs), Options Outstanding, Ending Balance | 9 years | 9 years 9 months 18 days | 0 years |
Weighted Average Remaining Life (Yrs), Options Exercisable | 8 years 8 months 12 days | 9 years 9 months 18 days | 0 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 693,008 | $ 225,850 |
Carry forwards expire | expire through the year 2037 | |
Statutory tax rate | 35.00% | |
Reduce tax rate | 21.00% | |
Federal tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Expense (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Net operating loss before taxes | $ (467,058) | $ (88,196) | ||||
Federal income tax rate | 21.00% | 21.00% | ||||
Tax expense (benefit) at the statutory rate | $ (98,082) | $ (18,521) | ||||
Tax effect of stock-based compensation (non-qualifying options) | 44,401 | |||||
Change in valuation allowance | 53,681 | 18,521 | ||||
Total |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 101,110 | $ 47,429 |
Total gross deferred tax assets | 101,110 | 47,429 |
Less: Deferred tax asset valuation allowance | (101,110) | (47,429) |
Total net deferred tax assets |
Financial Instruments - Schedul
Financial Instruments - Schedule of Investment in Related Party (Details) (10-K) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Investments, All Other Investments [Abstract] | |||
Investment in related party | $ 37 | $ 37 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 05, 2018 | Oct. 19, 2018 | Dec. 01, 2018 | Sep. 30, 2018 | Sep. 07, 2017 |
Debt principal amount | $ 1,250,000 | ||||
Debt instrument interest rate | 5.00% | ||||
Subsequent Event [Member] | Master Services Agreement [Member] | BitRail, LLC [Member] | |||||
Acquisition percentage | 20.00% | ||||
Subsequent Event [Member] | Master Services Agreement [Member] | BitRail, LLC [Member] | Maximum [Member] | |||||
Service fees | $ 2,000,000 | ||||
Consideration amount | $ 1 | ||||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | |||||
Debt principal amount | $ 175,325 | ||||
Debt instrument interest rate | 18.00% | 8.00% | |||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | Convertible Note One [Member] | |||||
Debt principal amount | $ 73,825 | ||||
Debt issuance date | Sep. 14, 2015 | ||||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | Convertible Note Two [Member] | |||||
Debt principal amount | $ 50,000 | ||||
Debt issuance date | Dec. 30, 2016 | ||||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | Convertible Note Three [Member] | |||||
Debt principal amount | $ 21,500 | ||||
Debt issuance date | Dec. 30, 2016 | ||||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | Convertible Note Four [Member] | |||||
Debt principal amount | $ 20,000 | ||||
Debt issuance date | Mar. 2, 2017 | ||||
Subsequent Event [Member] | Amendment Agreement [Member] | Oceanside Strategies Inc. [Member] | Convertible Note Five [Member] | |||||
Debt principal amount | $ 10,000 | ||||
Debt issuance date | Jun. 8, 2017 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Mar. 27, 2018 | Mar. 19, 2018 | Mar. 13, 2018 | Mar. 12, 2018 | Feb. 16, 2018 | Feb. 09, 2018 | Jan. 03, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 04, 2018 | Jun. 01, 2018 | Jan. 22, 2018 | Sep. 07, 2017 |
Repayment of outstanding loan | $ 400,000 | ||||||||||||||
Accrued interest | $ 100,861 | $ 52,949 | $ 17,945 | ||||||||||||
Number of stock options granted | 500,000 | 2,900,000 | |||||||||||||
Stock options exercisable price per share | $ 0.21 | $ 0.10 | |||||||||||||
Debt principal amount | $ 1,250,000 | ||||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||||
Private Placements [Member] | |||||||||||||||
Aggregate of subscription receipts | 9,113,659 | 9,113,659 | |||||||||||||
Price per subscription | $ 0.60 | $ 0.60 | |||||||||||||
Aggregate gross proceeds subscription receipts | $ 5,468,195 | $ 5,468,195 | |||||||||||||
Cash finder's fees | $ 29,400 | $ 29,400 | |||||||||||||
Number of common stock shares issued | 160,865 | 160,865 | |||||||||||||
Shares issued price per share | $ 0.60 | $ 0.60 | |||||||||||||
Shares issuable upon conversion of the subscription receipts, percentage | 50.00% | 50.00% | |||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||
Number of options available for grant | 3,000,000 | ||||||||||||||
Number of stock options granted | 3,400,000 | 2,900,000 | |||||||||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Number of options available for grant | 3,900,000 | ||||||||||||||
Michael Blum [Member] | Loan Agreement [Member] | |||||||||||||||
Repayment of outstanding loan | $ 100,000 | ||||||||||||||
Accrued interest | $ 2,630 | ||||||||||||||
Advance from related party | 100,000 | ||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Debt, term | 6 months | ||||||||||||||
Debt instrument, description | We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||||||
Greg Burnett [Member] | Loan Agreement [Member] | |||||||||||||||
Repayment of outstanding loan | $ 100,000 | ||||||||||||||
Accrued interest | $ 2,269 | ||||||||||||||
Advance from related party | 100,000 | ||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Debt, term | 6 months | ||||||||||||||
Debt instrument, description | We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||||||
Subsequent Event [Member] | Private Placements [Member] | |||||||||||||||
Aggregate of subscription receipts | 9,113,659 | 9,113,659 | |||||||||||||
Price per subscription | $ 0.60 | $ 0.60 | |||||||||||||
Aggregate gross proceeds subscription receipts | $ 5,468,195 | $ 5,468,195 | |||||||||||||
Cash finder's fees | $ 29,400 | $ 29,400 | |||||||||||||
Number of common stock shares issued | 160,865 | 160,865 | |||||||||||||
Shares issued price per share | $ 0.60 | $ 0.60 | |||||||||||||
Shares issuable upon conversion of the subscription receipts, percentage | 50.00% | 50.00% | |||||||||||||
Subsequent Event [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||
Number of options available for grant | 3,000,000 | ||||||||||||||
Subsequent Event [Member] | 2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Number of options available for grant | 3,900,000 | ||||||||||||||
Subsequent Event [Member] | Mr. Geiskopf [Member] | |||||||||||||||
Annual compensation | $ 120,000 | ||||||||||||||
Subsequent Event [Member] | Mr. Moy [Member] | |||||||||||||||
Annual compensation | $ 50,000 | ||||||||||||||
Stock options exercisable price per share | $ 0.60 | ||||||||||||||
Subsequent Event [Member] | Steve Beauregard [Member] | |||||||||||||||
Annual compensation | $ 25,000 | ||||||||||||||
Number of stock options granted | 25,000 | ||||||||||||||
Stock options exercisable price per share | $ 0.60 | ||||||||||||||
Subsequent Event [Member] | Russell Stidolph [Member] | |||||||||||||||
Number of stock options granted | 50,000 | ||||||||||||||
Stock options exercisable price per share | $ 0.60 | ||||||||||||||
Subsequent Event [Member] | Michael Blum [Member] | Loan Agreement [Member] | |||||||||||||||
Repayment of outstanding loan | $ 100,000 | ||||||||||||||
Advance from related party | 100,000 | ||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Debt, term | 6 months | ||||||||||||||
Debt instrument, description | We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||||||
Subsequent Event [Member] | Greg Burnett [Member] | Loan Agreement [Member] | |||||||||||||||
Repayment of outstanding loan | $ 100,000 | ||||||||||||||
Advance from related party | 100,000 | ||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Debt, term | 6 months | ||||||||||||||
Debt instrument, description | We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. | ||||||||||||||
Subsequent Event [Member] | WENN Digital Inc [Member] | |||||||||||||||
Repayment of outstanding loan | 100,000 | ||||||||||||||
Accrued interest | $ 950 |