Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | BLACKBOXSTOCKS INC. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Trading Symbol | blbx | |
Amendment Flag | false | |
Entity Central Index Key | 1,567,900 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 23,020,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 28,867 | $ 60,286 |
Investments, trading | 0 | 414 |
Accounts receivable | 3,501 | 0 |
Prepaid expenses | 3,779 | 3,414 |
Prepaid expenses, related parties (Note 6) | 24,050 | 154,500 |
Total current assets | 60,197 | 218,614 |
Property: | ||
Computer and related equipment, net of depreciation of $3,866 at September 30, 2016 and $0 at December 31, 2015 | 11,599 | 15,465 |
Total property | 11,599 | 15,465 |
Total Assets | 71,796 | 234,079 |
Current liabilities: | ||
Accounts payable | 124,699 | 29,148 |
Unearned subscriptions | 14,323 | 0 |
Accrued interest | 2,139 | 0 |
Advances, related party (Note 6) | 29,042 | 0 |
Notes payable (Note 7) | 50,000 | 0 |
Total current liabilities | 220,203 | 29,148 |
Commitments and contingencies (Note 8) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no sharesissued and outstanding at September 30, 2016 and December 31, 2015 | 0 | 0 |
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 5,000 | 5,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized: 20,220,000 and 20,835,010 issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 20,220 | 20,835 |
Additional paid in capital | 910,222 | 799,607 |
Accumulated deficit | (1,083,849) | (620,511) |
Total Stockholders' Equity (Deficit) | (148,407) | 204,931 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 71,796 | $ 234,079 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Parentheticals | ||
Computer and related equipment, net of depreciation | $ 3,866 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock par value | $ 0.001 | $ 0.001 |
Series A Convertible Preferred Stock shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock issued | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock outstanding | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,220,000 | 20,835,010 |
Common stock, shares outstanding | 20,220,000 | 20,835,010 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | ||||
Revenue | $ 19,540 | $ 0 | $ 19,540 | $ 0 |
Cost of operations | 15,633 | 0 | 15,633 | 0 |
Gross margin | 3,907 | 0 | 3,907 | 0 |
Expenses: | ||||
Software development costs | 35,445 | 76,860 | 124,764 | 122,307 |
General and administrative | 124,013 | 47,942 | 335,497 | 122,892 |
Depreciation | 1,289 | 0 | 3,866 | 0 |
Total operating expenses | 160,747 | 124,802 | 464,127 | 245,199 |
Operating loss | (156,840) | (124,802) | (460,220) | (245,199) |
Interest expense | 3,118 | 0 | 3,118 | 0 |
Loss before income taxes | (159,958) | (124,802) | (463,338) | (245,199) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (159,958) | $ (124,802) | $ (463,338) | $ (245,199) |
Weighted average number of commonshares outstanding - basic | 20,164,565 | 17,618,880 | 20,180,202 | 17,217,132 |
Net loss per share - basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (463,338) | $ (245,199) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,866 | 0 |
Changes in operating assets and liabilities: | ||
Investment, trading | 414 | 0 |
Accounts receivable | (3,501) | 0 |
Prepaid expenses | (365) | 0 |
Prepaid expenses, related parties | 130,450 | (119,764) |
Accounts payable | 95,551 | (888) |
Accounts payable, related parties | 0 | (102,428) |
Unearned subscriptions | 14,323 | 0 |
Accrued interest | 2,139 | 0 |
Net cash used in operating activities | (220,461) | (468,279) |
Cash flows from investing activities | ||
Purchases of fixed assets | 0 | (15,465) |
Net cash used in investing activities | 0 | (15,465) |
Cash flows from financing activities | ||
Common stock issued for cash | 110,000 | 760,000 |
Preferred stock issued for cash | 0 | 5,000 |
Payment for cancellation of common stock | 0 | (245,000) |
Advances from shareholder | 29,042 | 0 |
Proceeds from notes issued | 50,000 | 0 |
Net cash provided by financing activities | 189,042 | 520,000 |
Net increase (decrease) in cash | (31,419) | 36,256 |
Cash - beginning of period | 60,286 | 200,530 |
Cash - end of period | 28,867 | 236,786 |
Non-cash investing and financing activities: | ||
Cancellation of common shares | $ 835 | $ 0 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2016 | |
ORGANIZATION | |
ORGANIZATION | 1. Organization Blackboxstocks Inc. was incorporated on October 4, 2011 under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court For the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code. On December 1, 2015, the Company entered into a Share Exchange Agreement ("Exchange Agreement"), by and among the Company, Tiger Trade Technologies, Inc. ("Tiger Trade"), a Texas corporation and the Stockholders of Tiger Trade. Tiger Trade had a total of 25 stockholders as of the date of the Exchange Agreement. On February 8, 2016, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with Tiger Trade, providing for the merger of Tiger Trade with and into the Company. At the effective time of the merger (February 9, 2016), the shares of Tiger Trade capital stock outstanding immediately before the effective time were canceled, retired and ceased to exist. On February 10, 2016, the Company entered into a Stock Cancellation Agreement (the "Cancellation Agreement") with Gust C. Kepler, our sole Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary The Company filed a Certificate of Amendment to its Articles of Incorporation effective as of March 9, 2016 changing the name of the Company to Blackboxstocks Inc. The Company is in the business of developing, marketing and distributing a real time analytical platform (the "Blackbox System") to serve as a tool for day traders and swing traders on the OTC Markets Group, Inc. ("OTC"), NYSE, AMEX and NASDAQ exchanges markets. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
GOING CONCERN | |
GOING CONCERN | 2. Going Concern The Company has developed its Blackbox System technology and associated website/platform which it made available to subscribers in September 2016. The Company estimates additional costs of One Million Dollars ($1,000,000) to Two Million Dollars ($2,000,000) over the next twelve months to continue research and development, as well as provide capital to market, implement and maintain the Blackbox System. Marketing expenditures to facilitate adoption by potential subscribers are expected to increase now that the Blackbox System web application has been deemed by management to be enterprise ready for subscriber sales. We cannot provide any assurances that the Company will be able to secure sufficient funds to satisfy our cash requirements for the next twelve months, nor that we will be successful in our endeavors to market the Blackbox System web application. The inability to secure additional funds may have a material adverse effect on the Company. The Company currently anticipates raising any additional amounts necessary to implement our plans through debt and/or equity financing from the sale of Company Common Stock and reinvestment of profits generated through Blackbox System web application subscription revenues. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. There is no assurance that the Company will be successful in its efforts to raise funds through sales of stock or obtain debt financing or generate subscription revenues sufficient to meet our capital needs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. Summary of Significant Accounting Policies The accompanying interim unaudited financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying unaudited financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results for any subsequent quarter or the entire year ending December 31, 2016. Basis of Presentation Use of Estimates Recently Issued Accounting Pronouncements Property and Equipment The Company's property and equipment acquired during 2015 was placed in service effective January 1, 2016 and depreciated on the straight line basis over an estimated useful life of three years beginning in 2016. Earnings or (Loss) Per Share Revenue Recognition |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 4. Stockholders' Equity At December 31, 2015 the Company had authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as "Series A Convertible Preferred Stock" at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value ("Common Stock"). As of September 30, 2016, there were 20,220,000 shares of Common Stock issued and outstanding, including 15,000,000 shares issued in exchange for proprietary assets contributed by our President and a third party vendor (Note 6). Shares of Series A Convertible Preferred Stock have a $0.001 par value, do not accumulate dividends, and are convertible into shares of Common Stock on a one-for-one basis. Additionally, each share entitles the holder to 100 votes and, with respect to dividend and liquidation rights, the shares rank pari passu with the Company's Common Stock. On December 1, 2015, the Company entered into an Exchange Agreement with Tiger Trade and its Stockholders (Note 1). Under the terms and conditions of the Exchange Agreement, the Company offered and sold Seventeen Million Nine Hundred Thousand (17,900,000) newly issued shares of Company Common Stock and Five Million (5,000,000) newly issued shares of Company Series A Convertible Preferred Stock in consideration for all the issued and outstanding shares of Tiger Trade capital stock. The effect of the issuance was that Tiger Trade stockholders acquired approximately 85.91% of the issued and outstanding shares of Company Common Stock and 100% of the issued and outstanding shares of Company Series A Convertible Preferred Stock. Tiger Trade became a wholly owned subsidiary of the Company as a result of the Exchange Agreement transaction. Tiger Trade was subsequently merged with and into the Company on February 9, 2016, at which time all of the outstanding shares of capital stock of Tiger Trade outstanding immediately before the effective date were canceled, retired and ceased to exist. On February 10, 2016, the Company entered into a Stock Cancellation Agreement with Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, pursuant to which Mr. Kepler cancelled and forfeited 835,010 shares of the Company's Common Stock. During the quarter ended September 30, 2016, the Company issued a total of 220,000 shares of Common Stock at a cash price of $0.50 per share for a total of $110,000. However, the Company subsequently honored a request by one investor to rescind the purchase of 200,000 of such shares of Common Stock on October 28, 2016 (Note 9). |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2016 | |
STOCK OPTIONS AND WARRANTS | |
STOCK OPTIONS AND WARRANTS | 5. Stock Options and Warrants Costs attributable to the issuance of stock options and share purchase warrants are measured at fair value at the date of issuance and offset with a corresponding increase in 'Additional Paid in Capital' at the time of issuance. When the options or warrants are exercised, the receipt of consideration is an increase in stockholders' equity. There was no stock option or warrant activity during the nine months ended September 30, 2016 and 2015 and as of November 14, 2016 no options or warrants were outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 6. Related Party Transactions During the quarter ended September 30, 2016, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company advanced $19,082 to the Company. The advance is unsecured and bears no interest. During the period April 28, 2014 through March 31, 2016, the Company (and its predecessor, Tiger Trade) engaged the services of Karma Black Box LLC ("Karma"), which became a Company stockholder as a result of the Exchange Agreement (Note 4), for application development services of the Company's Blackbox System technology. Karma was issued 5,000,000 shares of Tiger Trade common stock in exchange for some of the services valued at $5,000. Karma's Tiger Trade shares were exchanged for Company Common Stock on a one-for-one basis under the terms of the Exchange Agreement. At September 30, 2016 and December 31, 2015, there was no accounts payable owed to Karma. G2 International, Inc. ("G2"), which does business as IPA Tech Group ("IPA") (Note 8), is a company wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company's controlling stockholder. During the nine months ended September 30, 2016 and 2015, G2 provided software development services to the Company in exchange for fees totaling $0 and $3,000, respectively. In 2016 G2/IPA refunded $130,450 of prepayments leaving a prepaid balance of $24,050 as of November 14, 2016. During the nine months ended September 30, 2016 and 2015, the Company incurred $0 and $126,051 of expenses with G2, respectively. At September 30, 2016 and December 31, 2015, there were no accounts payable owed to G2. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable: | |
Notes Payable | 7. Notes Payable On April 29, 2016 a third party advanced $50,000 to the Company in exchange for a six month promissory note accruing interest at a rate of 10% per annum and secured by all assets and personal property of the Company. Accrued interest on the note was $2,139 as of September 30, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. Commitments and Contingencies The Company entered into a sublease agreement with G2 effective July 1, 2015 subject to the terms and conditions of the office lease between G2 and Teachers Insurance and Annuity Association of America for approximately 1,502 square feet of office space at 5430 LBJ Freeway, Dallas, Texas. The sublease agreement expires March 31, 2020. During the nine months ended September 30, 2016 we incurred $33,742 in office rental expense. The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company's financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events On October 26, 2016, Blackboxstocks Inc. entered into a Stock Purchase Agreement (the "Purchase Agreement") with a resident of Singapore (the "Investor"), pursuant to which the Company sold 3,000,000 shares of the Company's Common Stock in a private offering to the Investor at a price of $0.50 per share, for total consideration to the Company of $1,500,000. On October 28, 2016 the Company entered into a Rescission and Release Agreement with an investor pursuant to which the Company granted rescission of the purchase of 200,000 of such shares of Common Stock purchased on July 22, 2016. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (POLICIES) | 9 Months Ended |
Sep. 30, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES (POLICIES): | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates |
Recently Issued Accounting Pronouncements , Policy | Recently Issued Accounting Pronouncements |
Property and Equipment | Property and Equipment The Company's property and equipment acquired during 2015 was placed in service effective January 1, 2016 and depreciated on the straight line basis over an estimated useful life of three years beginning in 2016. |
Earnings or (Loss) Per Share | Earnings or (Loss) Per Share |
Revenue Recognition | Revenue Recognition |
ORGANIZATION (Details)
ORGANIZATION (Details) | Feb. 10, 2016shares |
ORGANIZATION Details | |
Company, pursuant to which Mr. Kepler cancelled and forfeited shares of Company Common Stock | 835,010 |
GOING CONCERN (Details)
GOING CONCERN (Details) | Sep. 30, 2016USD ($) |
GOING CONCERN: | |
Company anticipates additional costs of One Million Dollars ($1,000,000) to | $ 2,000,000 |
EARNINGS OR (LOSS) PER SHARE (D
EARNINGS OR (LOSS) PER SHARE (DETAILS) - shares | Sep. 30, 2016 | Sep. 30, 2015 |
EARNINGS OR (LOSS) PER SHARE DETAILS | ||
Potential dilution common shares | 5,000,000 | 5,000,000 |
CAPITAL STOCK TRANSACTION (Deta
CAPITAL STOCK TRANSACTION (Details) - $ / shares | Sep. 30, 2016 | Feb. 10, 2016 | Dec. 31, 2015 | Dec. 02, 2015 |
CAPITAL STOCK TRANSACTION: | ||||
Company had authorized shares of preferred stock | 10,000,000 | |||
Company had authorized shares of preferred stock at par value | $ 0.001 | |||
Series A Convertible Preferred Stock | 5,000,000 | |||
Series A Convertible Preferred Stock par value | $ 0.001 | |||
Authorized shares of common stock | 100,000,000 | |||
Authorized shares of common stock par value | $ 0.001 | |||
Common shares issued for proprietary assets contributed by President | 15,000,000 | |||
Shares of Common Stock issued and outstanding | 20,220,000 | |||
Shares of Common Stock have been issued | 20,000,000 | |||
Mr. Kepler cancelled and forfeited shares of Company | 835,010 | |||
Company offered and sold newly issued shares of the Company Common Stock | 17,900,000 | |||
Company offered newly issued shares of Series A Convertible Preferred Stock | 5,000,000 | |||
Issued and outstanding shares of Company Common Stock | 85.91% | |||
Issued and outstanding shares of Company Preferred Stock | 100.00% |
Common Stock share (Details)
Common Stock share (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Common Stock share Details | ||
Company issued a total of shares of Common Stock | 220,000 | |
Common stock cash price per share | $ 0.50 | |
Common Stock at a cash price of $0.50 per share for a total value | $ 110,000 | |
Company subsequently honored a request by one investor to rescind the purchase of shares | 200,000 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 23 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2016 | Nov. 14, 2016 | |
RELATED PARTY TRANSACTION Details | |||||
Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company advanced to the company | $ 19,082 | ||||
Issued shares of common stock in exchange for some of the services | 5,000,000 | ||||
Issued shares of common stock in exchange for some of the services valued at | $ 5,000 | ||||
G2 International, Inc. (G2) | |||||
Software development services to the Company | $ 0 | $ 3,000 | |||
Refunded of these prepayments | 130,450 | 0 | |||
G2/IPA prepayments leaving a prepaid balance | $ 24,050 | ||||
Company incurred expenses | $ 0 | $ 126,051 |
NOTES PAYABLES (Details)
NOTES PAYABLES (Details) - USD ($) | Sep. 30, 2016 | Apr. 29, 2016 |
Notes Payable Details | ||
Third party advanced to the Company | $ 50,000 | |
Accruing interest at a rate | 10.00% | |
Accrued interest on the note | $ 2,139 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (DETAILS) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Jul. 01, 2015 | |
COMMITMENTS AND CONTINGENCIES DETAILS | ||
The Company entered into a sublease agreement with G2.The office lease between G2 and Teachers Insurance and Annuity Association of America office space in acres | 1,502 | |
Office rental expense | $ 33,742 |
SUBSEQUENT EVENTS (DETAILS)
SUBSEQUENT EVENTS (DETAILS) - USD ($) | Oct. 28, 2016 | Oct. 26, 2016 |
Company sold shares of the company common stock in a private offering to the investor. | 3,000,000 | |
Common Stock in a private offering to the Investor at a price of | $ 0.50 | |
Private offering to the Investor shares valued at | $ 1,500,000 | |
Company granted rescission of the purchase of such shares | 200,000 |