Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 09, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | BLACKBOXSTOCKS INC. | |
Entity Central Index Key | 1,567,900 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 163,913 | $ 703,638 |
Investments, trading | 931 | |
Accounts receivable | 800 | 1,567 |
Advances, related party (Note 5) | 895 | 42,690 |
Prepaid expenses | 458,481 | 236,300 |
Prepaid expenses, related parties (Note 5) | 36,700 | 36,700 |
Total current assets | 661,720 | 1,020,895 |
Property: | ||
Computer and related equipment, net of depreciation of $11,906 and $5,336 at September 30, 2017 and December 31, 2016, respectively | 16,706 | 16,664 |
Software development, net of amortization of $1688 and $0 at September 30, 2017 and December 31, 2016, respectively | 7,312 | |
Total property | 24,018 | 16,664 |
Total Assets | 685,738 | 1,037,559 |
Current liabilities: | ||
Accounts payable | 442,490 | 72,279 |
Unearned subscriptions | 26,359 | 17,682 |
Total current liabilities | 468,849 | 89,961 |
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | ||
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 5,000 | 5,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized: 23,000,000 and 23,110,000 issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 23,000 | 23,110 |
Additional paid in capital | 2,381,192 | 2,352,332 |
Accumulated deficit | (2,192,303) | (1,432,844) |
Total Stockholders' Equity | 216,889 | 947,598 |
Total Liabilities and Stockholders' Equity | $ 685,738 | $ 1,037,559 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated depreciation | $ 11,906 | $ 5,336 |
Accumulated amortization | $ 1,688 | $ 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,000,000 | 23,110,000 |
Common stock, shares outstanding | 23,000,000 | 23,110,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Subscriptions | $ 84,279 | $ 19,540 | $ 308,837 | $ 19,540 |
Licensing | 300,000 | 0 | 400,000 | 0 |
Total revenues | 384,279 | 19,540 | 708,837 | 19,540 |
Cost of operations | 163,071 | 15,633 | 392,543 | 15,633 |
Gross margin | 221,208 | 3,907 | 316,294 | 3,907 |
Expenses: | ||||
Software development costs | 122,515 | 35,445 | 355,243 | 124,764 |
General and administrative | 310,075 | 124,013 | 710,966 | 335,497 |
Depreciation and amortization | 3,487 | 1,289 | 8,258 | 3,866 |
Total operating expenses | 436,077 | 160,747 | 1,074,467 | 464,127 |
Operating loss | (214,869) | (156,840) | (758,173) | (460,220) |
Interest expense | 320 | 3,118 | 1,286 | 3,118 |
Loss before income taxes | (215,189) | (159,958) | (759,459) | (463,338) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (215,189) | $ (159,958) | $ (759,459) | $ (463,338) |
Weighted average number of common shares outstanding - basic | 23,107,609 | 20,164,565 | 23,109,194 | 20,180,202 |
Net loss per share - basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (759,459) | $ (463,338) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 8,258 | 3,866 |
Shares issued in exchange for services | 96,250 | 0 |
Changes in operating assets and liabilities: | ||
Investment, trading | (931) | 414 |
Accounts receivable | 767 | (3,501) |
Prepaid expenses | (222,181) | (365) |
Prepaid expenses, related parties | 0 | 130,450 |
Accounts payable | 370,211 | 95,551 |
Accrued interest | 0 | 2,139 |
Unearned subscriptions | 8,677 | 14,323 |
Net cash used in operating activities | (498,408) | (220,461) |
Cash flows from investing activities | ||
Purchases of property | (15,612) | 0 |
Cash repayments to shareholder | 70,000 | 29,042 |
Cash advances to shareholder | (95,705) | 0 |
Net cash provided by (used in) investing activities | (41,317) | 29,042 |
Cash flows from financing activities | ||
Common stock issued for cash | 0 | 110,000 |
Proceeds from notes issued | 0 | 50,000 |
Net cash provided by financing activities | 0 | 160,000 |
Net increase (decrease) in cash | (539,725) | (31,419) |
Cash - beginning of period | 703,638 | 60,286 |
Cash - end of period | 163,913 | 28,867 |
Supplemental disclosure-Non-cash investing and financing activities: | ||
Cancellation of common shares | $ 67,500 | $ 835 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. As a result of the Exchange Agreement transaction, the Tiger Trade stockholders acquired approximately 88.64% of the issued and outstanding capital stock of the Company, and Tiger Trade became a wholly owned subsidiary of the Company. 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. 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 and marketing a real time analytical platform and subscription based software as a service (the “Blackbox System”) to serve as a tool for day traders and swing traders on various securities exchanges and markets, including the OTC Markets Group, Inc. (“OTC”), the New York Stock Exchange, the NYSE MKT, LLC (formerly the American Stock Exchange), the NASDAQ markets, the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the Shenzhen Stock Exchange |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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. 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, 2017. Basis of Use of Estimates Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No.2014-09, Revenue from Contracts with Customers (Topic 606) Property and Equipment The Company’s property and equipment is being depreciated on the straight-line basis over an estimated useful life of three years. Earnings or (Loss) Per Share Revenue Recognition In addition, the Company earns revenue from the licensing of its Blackbox System application for use in China, whereby a licensee is authorized to sell subscriptions for and sublicense the use of a version of the web application customized for analysis of data from certain Asian exchanges. A monthly licensing fee is charged to the licensee which began effective June 1, 2017. Software Development Costs Prepaid Expenses |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders’ Equity | 3. Stockholders’ Equity The Company has 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”). Shares of Series A Convertible Preferred Stock 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 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 year ended December 31, 2016, the Company issued a total of 3,310,000 shares of Common Stock at a cash price of $0.50 per share for a total of $1,655,000. 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. On September 28, 2017, the Company entered into a Stock Repurchase and Cancellation Agreement with Gust Kepler, a Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, pursuant to which the Company repurchased 110,000 shares of Common Stock of the Company in exchange for cancellation and forgiveness of debt obligations owed by Mr. Kepler to the Company for advances in the aggregate amount of $55,000. |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | 4. 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, 2017 and 2016 and as of November 14, 2017, no options or warrants were outstanding |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the nine months ended September 30, 2017, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company was advanced $95,705 by the Company and he repaid $70,000. On September 28, 2017, the Company entered into a Stock Repurchase and Cancellation Agreement (Note 3) with Mr. Gust Kepler, pursuant to which the Company repurchased 110,000 shares of Common Stock in exchange for cancellation and forgiveness of debt obligations owed by Mr. Kepler to the Company for advances in the aggregate amount of $55,000. On September 28, 2017, the Company also agreed to cancel and forgive debt obligations owed by Mr. Kepler to the Company for advances in the aggregate amount of $12,500 in exchange for Mr. Kepler’s transfer of 25,000 shares of Common Stock for the benefit of the Company under the terms of a Services Agreement between the Company and PCG Advisory Group dated August 11, 2017. The remaining advance of $895 is unsecured and bears no interest. During the six months ended June 30, 2017 and 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 1 and 3), for application development services of the Company’s Blackbox System technology. During the nine months ended September 30, 2017 and 2016, Karma was paid $85,500 and $10,500 for services, respectively. G2 International, Inc. (“G2”), which does business as IPA Tech Group (“IPA”), 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. In 2016 G2/IPA refunded $117,800 of prepayments for marketing services leaving a prepaid balance of $36,700 as of September 30, 2017. At September 30, 2017 and 2016, there were no accounts payable owed to G2. On August 9, 2017, we entered into a License Agreement (the “BBTR License”) with EIGH8T TECHNOLOGIES INC. (also known as Black Box Traders and referred to herein as “BBTR”), a British Virgin Island registered company, for the development, customization and license to use and sublicense a version of the Blackbox System (known as the “BBTR System”) with data from the HKEX, SSE and SZSE. Stephen Chiang, an individual citizen of Singapore who holds 3,000,000 of Company Common Stock (approximately 13% of the issued and outstanding Common Stock), is a principal of BBTR. Under the terms of the BBTR License the Company has received $400,000 of licensing revenue as of September 30, 2017 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. 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, 2017 and 2016 we incurred $35,072 and $33,742, respectively, in office rental expense. On August 11, 2017, the Company entered into a six month consulting Services Agreement with PCG Advisory Group, providing for capital markets advisory and investor relations consulting services in exchange for cash payments totaling $32,000 and stock compensation for a total of 75,000 common shares, restricted under Rule 144 to be issued during the six months of the agreement. On September 28, 2017, the Company also agreed to cancel and forgive debt obligations owed by Gust C. Kepler to the Company for advances in the aggregate amount of $12,500 in exchange for Mr. Kepler’s transfer of 25,000 shares of Common Stock for the benefit of the Company under the terms of the Services Agreement. The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company’s financial statements. |
Summary of Significant Accoun12
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of |
Use of Estimates | Use of Estimates |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No.2014-09, Revenue from Contracts with Customers (Topic 606) |
Property and Equipment | Property and Equipment The Company’s property and equipment is being depreciated on the straight-line basis over an estimated useful life of three years. |
Earnings or (Loss) Per Share | Earnings or (Loss) Per Share |
Revenue Recognition | Revenue Recognition In addition, the Company earns revenue from the licensing of its Blackbox System application for use in China, whereby a licensee is authorized to sell subscriptions for and sublicense the use of a version of the web application customized for analysis of data from certain Asian exchanges. A monthly licensing fee is charged to the licensee which began effective June 1, 2017. |
Software Development Costs | Software Development Costs |
Prepaid Expenses | Prepaid Expenses |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Potential dilution of common stock shares if Series A preferred stock is converted | 5,000,000 | 5,000,000 |
Useful live of property and equipment | 3 years |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Nov. 09, 2017 | Sep. 30, 2017 | Sep. 28, 2017 | Dec. 31, 2016 | Feb. 10, 2016 | Dec. 01, 2015 |
CAPITAL STOCK TRANSACTION: | ||||||
Company had authorized shares of preferred stock | 10,000,000 | 10,000,000 | 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 | 100,000,000 | 100,000,000 | |||
Authorized shares of common stock par value | $ .001 | $ 0.001 | $ 0.001 | |||
Common shares issued for proprietary assets contributed by President | 15,000,000 | 15,000,000 | 15,000,000 | |||
Shares of Common Stock have been issued | 20,000,000 | 20,000,000 | 20,000,000 | |||
Company, pursuant to which Mr. Kepler cancelled and forfeited shares of Company Common Stock | 835,010 | |||||
Company offered and sold newly issued shares of 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% | |||||
Company issued a total shares of common stock | 3,310,000 | |||||
Company issued a total shares of common stock cash price | $ .5 | |||||
Company issued a total shares of common stock total | 1,655,000 | |||||
One investor to rescind the purchase of such shares of Common stock | 200,000 | |||||
Company repurchased shares in exchange for cancellation of Gust Kepler debt obligations | 110,000 | |||||
Forgiveness of debt Amount | $ 55,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) | Sep. 30, 2017shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock options outstanding | 0 |
Warrants outstanding | 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 28, 2017 | Aug. 09, 2017 | |
Company repurchased shares in exchange for cancellation of Gust Kepler debt obligations | 110,000 | ||||
Gust Kepler [Member] | |||||
Advance to related party | $ 95,705 | ||||
Repayment by related party | 70,000 | ||||
Transfer of Common stock | 25,000 | ||||
Related party balance outstanding | 895 | ||||
Company repurchased shares in exchange for cancellation of Gust Kepler debt obligations | 110,000 | ||||
Forgiveness of debt Amount | 12,500 | $ 55,000 | |||
Karma Black Box [Member] | |||||
Payments made to related party for services | 85,500 | $ 10,500 | |||
G 2 Intl [Member] | |||||
Refunded of prepayments for services | $ 117,800 | ||||
Prepaid expenses | $ 36,700 | ||||
Shares held by Stephan Chiang | 3,000,000 | ||||
B B T R [Member] | |||||
Licenses revenue | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Aug. 11, 2017 | |
Rent expense | $ 35,072 | $ 33,742 | |
P C G Advisory Group [Member] | |||
Payments for consulting services | $ 32,000 | ||
Stock compensation for services | 75,000 |