Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 20, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | BLACKBOXSTOCKS INC. | |
Entity Central Index Key | 1,567,900 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
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 | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 23,933 | $ 8,155 |
Accounts receivable | 3,119 | 5,111 |
Prepaid expenses | 196,629 | 202,978 |
Prepaid expenses, related parties (Note 5) | 36,700 | 36,700 |
Discount on notes payable (Note 6) | 14,560 | 0 |
Total current assets | 274,941 | 252,944 |
Property: | ||
Computer and related equipment, net of depreciation of $21,868 and $14,608 at June 30, 2018 and December 31, 2017, respectively | 42,182 | 21,156 |
Software development, net of amortization of $5,063 and $2,813 at June 30, 2018 and December 31, 2017, respectively | 3,937 | 6,187 |
Total property | 46,119 | 27,343 |
Total Assets | 321,060 | 280,287 |
Current liabilities: | ||
Accounts payable | 442,382 | 368,108 |
Accrued salary | 3,921 | 0 |
Unearned subscriptions | 46,379 | 27,361 |
Unearned revenue | 260,000 | 0 |
Other liabilities | 35,081 | 0 |
Advances, related party (Note 5) | 103,240 | 56,463 |
Notes payable, short term | 42,465 | 0 |
Total current liabilities | 933,468 | 451,932 |
Commitments and contingencies (Note 6) | ||
Notes payable, long term | 5,755 | 0 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 5,000 | 5,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized: 23,000,000 issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 23,000 | 23,000 |
Additional paid in capital | 2,494,942 | 2,494,942 |
Accumulated deficit | (3,141,105) | (2,694,587) |
Total Stockholders' Deficit | (618,163) | (171,645) |
Total Liabilities and Stockholders' Deficit | $ 321,060 | $ 280,287 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ 21,868 | $ 14,608 |
Accumulated software amortization | $ 5,063 | $ 2,813 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,000,000 | 23,000,000 |
Common stock, shares outstanding | 23,000,000 | 23,000,000 |
Series A Preferred Stock | ||
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 |
Series BPreferred Stock | ||
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 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Total revenues | $ 147,375 | $ 196,945 | $ 290,670 | $ 324,558 |
Cost of operations | 150,738 | 133,192 | 318,013 | 229,472 |
Gross margin | (3,363) | 63,753 | (27,343) | 95,086 |
Expenses: | ||||
Software development costs | 30,224 | 204,590 | 14,800 | 232,728 |
General and administrative | 197,303 | 208,340 | 382,303 | 400,891 |
Depreciation and amortization | 5,271 | 2,777 | 9,510 | 4,771 |
Total operating expenses | 232,798 | 415,707 | 406,613 | 638,390 |
Operating loss | (236,161) | (351,954) | (433,956) | (543,304) |
Interest expense | 7,794 | 518 | 12,541 | 966 |
Other expense | 21 | 0 | 21 | 0 |
Loss before income taxes | (243,976) | (352,472) | (446,518) | (544,270) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (243,976) | $ (352,472) | $ (446,518) | $ (544,270) |
Weighted average number of common shares outstanding - basic | 23,000,000 | 23,110,000 | 23,000,000 | 23,110,000 |
Net loss per share - basic | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) |
Subscriptions [Member] | ||||
Revenue: | ||||
Total revenues | $ 147,375 | $ 196,945 | $ 290,670 | $ 324,558 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (446,518) | $ (544,270) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 9,510 | 4,771 |
Amortization of note discount | 11,601 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,992 | 1,087 |
Prepaid expenses | 6,349 | (13,957) |
Accounts payable | 74,274 | 136,404 |
Accrued salary | 3,921 | 0 |
Unearned subscriptions | 19,018 | 1,803 |
Unearned revenue | 260,000 | 0 |
Unearned licensing fees | 0 | 150,000 |
Other liabilities | 35,081 | 0 |
Net cash used in operating activities | (24,772) | (264,162) |
Cash flows from investing activities | ||
Purchases of property | (19,977) | (16,018) |
Net cash used in investing activities | (19,977) | (16,018) |
Cash flows from financing activities | ||
Proceeds from notes payable | 48,015 | 0 |
Repayment of notes payable | (34,265) | 0 |
Cash advances from shareholder | 108,000 | 20,000 |
Cash repayments to shareholder | (61,223) | (56,988) |
Net cash provided by (used in) financing activities | 60,527 | (36,988) |
Net increase (decrease) in cash | 15,778 | (317,168) |
Cash - beginning of period | 8,155 | 703,638 |
Cash - end of period | 23,933 | 386,470 |
Supplemental disclosure-Non-cash investing and financing activities: | ||
Acquisition of equipment in exchange for note payable | $ 8,309 | $ 0 |
1. Organization
1. Organization | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Blackboxstocks Inc. (the “Company”) 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 the Tiger Trade entity 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 web and mobile based analytical software tools as a 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 (“HKEX”), the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”). |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018. Basis of Use of Estimates Cash Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No.2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases 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 Share-Based Payment Compensation - Stock Compensation Revenue Recognition Software Development Costs Prepaid Expenses Contingencies If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
3. Stockholders' Deficit
3. Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | 3. Stockholders’ Deficit 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. |
4. Stock Options and Warrants
4. Stock Options and Warrants | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 and 2017 and as of June 30, 2018, no options or warrants were outstanding. |
5. Related Party Transactions
5. Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the six months ended June 30, 2018, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company advanced $108,000 to the Company and he was repaid $61,223. The balance remaining of $103,240 owed to Mr. Kepler is unsecured and bears no interest. During the six months ended June 30, 2018 and 2017, the Company engaged the services of Karma Black Box LLC (“Karma”), whose two stockholders became Company stockholders as a result of the Exchange Agreement (Note 1 and 3), for application development services of the Company’s Blackbox System technology. During the six months ended June 30, 2018 and 2017, Karma was paid $27,000 and $58,500 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 June 30, 2018. At June 30, 2018 and 2017, 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. The BBTR license was terminated effective November 13, 2017. Under the terms of the BBTR License the Company received $500,000 of licensing revenue during the year ended December 31, 2017. |
6. Notes Payable
6. Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable On January 30, 2018 a third party advanced $29,370 to the Company in exchange for a one hundred and eighty-seven day quasi factoring financing arrangement, to be repaid in one hundred and thirty-two (132) daily installments of $325 through August 6, 2018. The related note discount of $13,530 is being amortized as interest expense over the term of the agreement. On June 20, 2018, the third party advanced an additional $18,645 in exchange for an extension of the repayment terms, extending the repayment period for one hundred and eighty-seven days (187) in installments of $318 through December 24, 2018. The related note discount of $12,631 is being amortized as interest expense over the new term of one hundred and eighty-seven days. Amortized interest recorded for the period ended June 30, 2018 is $11,601. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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. On August 28, 2017, the Company acquired and was assigned all right, title and interest in the lease from G2. On September 19, 2017 the Company amended the lease to expand its space by approximately 336 square feet for a total of 1,838 square feet and extended the expiration date to September 30, 2022. During the six months ended June 30, 2018 and 2017 we incurred $30,033 and $23,203, respectively, in office rental expense. The Company received advance payments from prospective customers anticipating a new subscription service. On June 18, 2018 the Company entered into a letter agreement with IC Ventures, Inc. (“ICV”), pursuant to which the Company retained ICV to provide strategic advisory services for marketing and financial matters relating to investment and acquisition issues which services are anticipated to commence July 1, 2018. The agreement provides for a twenty-four month term and that ICV will be compensated monthly in Company common stock valued at $20,000 with such compensation to be increased by $15,000 for a twelve month period during the term, payable in cash, beginning on the earlier of (i) the election by the Company or (ii) the sixth full month following the execution of the agreement. The agreement also provides that ICV will be issued 920,000 shares of the Company’s common stock if listing on NASDAQ is achieved during the term of the agreement and ICV shall be paid a closing fee of 1.5% of gross proceeds or a minimum of $500,000 if the Company should be acquired during the term of the agreement or within 12 months of the termination of the 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. |
2. Summary of Significant Acc13
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates |
Cash | Cash |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No.2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases |
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 |
Share-Based Payment | Share-Based Payment Compensation - Stock Compensation |
Revenue Recognition | Revenue Recognition |
Software Development Costs | Software Development Costs |
Prepaid Expenses | Prepaid Expenses |
Contingencies | Contingencies If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
2. Summary of Significant Acc14
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 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 | |
Share based compensation | $ 0 | $ 0 |
3. Stockholders' Equity (Detail
3. Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock [Member] | ||
Stock issued new, shares | 3,310,000 | |
Stock issued new, value | $ 1,655,000 | |
Kepler [Member] | ||
Stock cancelled and forfeited, shares | 835,010 | |
Debt forgiven, amount forgiven | $ 55,000 | |
Debt forgiven, stock forfeited | 110,000 | |
One Investor [Member] | ||
Recission of shares in exchange for cash, shares | 200,000 |
4. Stock Options and Warrants (
4. Stock Options and Warrants (Details Narrative) - shares | Jun. 30, 2018 | Jun. 30, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock options outstanding | 0 | 0 |
Warrants outstanding | 0 | 0 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from related party | $ 108,000 | $ 20,000 | ||
Repayment to related party | 61,223 | 56,988 | ||
Gust Kepler [Member] | ||||
Proceeds from related party | 108,000 | |||
Repayment to related party | 61,223 | |||
Due to related party | 103,240 | |||
Karma Black Box [Member] | ||||
Professional fees | 27,000 | $ 58,500 | ||
Eigh8t Technologies [Member] | ||||
Licensing revenue | $ 500,000 | |||
G 2 Intl [Member] | ||||
Repayment of prepaid deposit | $ 117,800 | |||
Prepaid expense for marketing | $ 36,700 |
6. Notes Payable (Details Narra
6. Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Proceeds from note payable | $ 48,015 | $ 0 | |
Discount on note | 14,560 | $ 0 | |
Interest expense debt | $ 11,601 | ||
Note payable [Member] | |||
Debt issuance date | Jan. 30, 2018 | ||
Proceeds from note payable | $ 29,370 | ||
Discount on note | $ 13,530 | ||
Note payable [Member] | |||
Debt issuance date | Jun. 20, 2018 | ||
Proceeds from note payable | $ 18,645 | ||
Debt maturity date | Dec. 24, 2018 |
7. Commitments and Contingenc19
7. Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 30,033 | $ 23,203 |