Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | BLACKBOXSTOCKS INC. | ||
Entity Central Index Key | 0001567900 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 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 Public Float | $ 88,055,000 | ||
Entity Common Stock, Shares Outstanding | 23,115,500 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 28,001 | $ 8,155 |
Accounts receivable, net of allowance for doubtful accounts of $68,589 and $0 at December 31, 2018 and 2017, respectively | 3,719 | 5,111 |
Prepaid expenses | 107,646 | 202,978 |
Prepaid expenses, related party (Note 5) | 36,700 | 36,700 |
Total current assets | 176,066 | 252,944 |
Property and equipment: | ||
Office, computer and related equipment, net of depreciation of $28,802 and $14,608 at December 31, 2018 and 2017, respectively | 18,763 | 21,156 |
Domain name, net of amortization of $3,821 and $0 at December 31, 2018 and 2017, respectively | 13,371 | |
Software development, net of amortization of $7,312 and $2,813 at December 31, 2018 and 2017, respectively | 1,688 | 6,187 |
Total property and equipment | 33,822 | 27,343 |
Total Assets | 209,888 | 280,287 |
Current liabilities: | ||
Accounts payable | 525,136 | 368,108 |
Accrued expenses | 128,000 | |
Accrued interest | 834 | |
Accrued interest, related party | 2,080 | |
Unearned subscriptions | 90,034 | 27,361 |
Other liabilities | 180,000 | |
Advances, related party (Note 5) | 36,382 | 56,463 |
Notes payable, net of note discount of $25,435 at December 31, 2018 (Note 6) | 165,889 | |
Notes payable, related party (Note 7) | 228,000 | |
Total current liabilities | 1,356,355 | 451,932 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and 2017, respectively | ||
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 issued and outstanding at December 31, 2018 and 2017, respectively | 5,000 | 5,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized: 23,033,000 and 23,000,000 issued and outstanding at December 31, 2018 and 2017, respectively | $ 23,033 | $ 23,000 |
Common stock, subscribed | 144,060 | |
Additional paid in capital | $ 2,527,909 | $ 2,494,942 |
Accumulated deficit | (3,846,469) | (2,694,587) |
Total Stockholders' Deficit | (1,146,467) | (171,645) |
Total Liabilities and Stockholders' Deficit | $ 209,888 | $ 280,287 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ 28,802 | $ 14,608 |
Accumulated domain name amortization | 3,821 | 0 |
Accumulated software amortization | 7,312 | $ 2,813 |
Note discount | $ 25,435 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,033,000 | 23,000,000 |
Common stock, shares outstanding | 23,033,000 | 23,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Subscriptions | $ 687,653 | $ 410,705 |
Licensing | 500,000 | |
Other revenues | 5,150 | |
Total revenues | 692,803 | 910,705 |
Cost of operations | 645,318 | 542,142 |
Gross margin | 47,485 | 368,563 |
Expenses: | ||
Software development costs | 198,434 | 505,144 |
General and administrative | 933,278 | 1,111,343 |
Depreciation and amortization | 22,514 | 12,085 |
Total operating expenses | 1,154,226 | 1,628,572 |
Operating loss | (1,106,741) | (1,260,009) |
Interest expense | 45,141 | 1,734 |
Other expense | ||
Loss before income taxes | (1,151,882) | (1,261,743) |
Income taxes | ||
Net loss | $ (1,151,882) | $ (1,261,743) |
Weighted average number of common shares outstanding - basic | 23,007,534 | 23,081,671 |
Net loss per share - basic | $ (0.05) | $ (.05) |
Shareholders Equity
Shareholders Equity - USD ($) | Series A Preferred Stock | Preferred Stock | Common Stock | Common Stock Subscribed | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Treasury Stock | Total |
Beginning balance, shares at Dec. 31, 2016 | 5,000,000 | 23,110,000 | ||||||
Beginning balance, value at Dec. 31, 2016 | $ 5,000 | $ 23,110 | $ 2,352,332 | $ (1,432,844) | $ 947,598 | |||
Repurchase of shares in exchange for advances, shares | (160,000) | |||||||
Repurchase of shares in exchange for advances, value | $ (160) | $ (79,840) | (80,000) | |||||
Issuance of shares for services, shares | 50,000 | |||||||
Issuance of shares for services, value | $ 50 | $ 222,450 | 222,500 | |||||
Net loss | $ (1,261,743) | $ (1,261,743) | ||||||
Ending balance, shares at Dec. 31, 2017 | 5,000,000 | 23,000,000 | ||||||
Ending balance, value at Dec. 31, 2017 | $ 5,000 | $ 23,000 | $ 2,494,942 | $ (2,694,587) | $ (171,645) | |||
Issuance of shares in exchange for cash, shares | 33,000 | |||||||
Issuance of shares in exchange for cash, value | $ 33 | $ 32,967 | ||||||
Common stock share, subscribed | 144,060 | |||||||
Net loss | $ (1,151,882) | $ (1,151,882) | ||||||
Ending balance, shares at Dec. 31, 2018 | 5,000,000 | 23,033,000 | ||||||
Ending balance, value at Dec. 31, 2018 | $ 5,000 | $ 23,033 | $ 144,060 | $ 2,527,909 | $ (3,846,469) | $ (1,146,467) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,151,882) | $ (1,261,743) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 22,514 | 12,085 |
Amortization of note discount | $ 29,756 | |
Shares issued in exchange for services | 222,500 | |
Allowance for doubtful accounts | $ 68,589 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (67,197) | (3,544) |
Prepaid expenses | 95,332 | 33,322 |
Accounts payable | 157,028 | 295,829 |
Accrued expenses | 128,000 | |
Accrued interest | 834 | |
Accrued interest, related party | 2,080 | |
Unearned subscriptions | 62,673 | 9,679 |
Other liabilities | 180,000 | |
Net cash used in operating activities | (472,273) | (691,872) |
Cash flows from investing activities | ||
Purchases of property and equipment | (28,993) | (22,764) |
Net cash used in investing activities | (28,993) | (22,764) |
Cash flows from financing activities | ||
Common stock issued for cash | $ 33,000 | |
Common stock subscribed | 144,060 | |
Proceeds from notes payable | $ 330,130 | |
Repayment of notes payable | (193,997) | |
Proceeds from notes payable, related party | 228,000 | |
Cash advances from related party | 126,000 | 135,226 |
Cash repayments to related party | (146,081) | (116,073) |
Net cash provided by financing activities | 521,112 | 19,153 |
Net increase(decrease) in cash | 19,846 | (695,483) |
Cash - beginning of period | 8,155 | 703,638 |
Cash - end of period | 28,001 | 8,155 |
Supplemental disclosure- Non-cash investing and financing activities: | ||
Cancellation of common shares | $ 80,000 |
1. Organization
1. Organization | 12 Months Ended |
Dec. 31, 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 corporate 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 American (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”). The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. At December 31, 2018, the Company had an accumulated deficit of $3,846,469 and for the years ended December 31, 2018 and 2017, the Company incurred net losses of $1,151,882 and $1,261,743, respectively. Management’s plans with respect to operations include the sustained and aggressive marketing of subscriptions for the Blackbox System both domestically and abroad and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with additional financing as necessary will result in improved operations and cash flow in 2019 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Use of Estimates Cash Fair Value of Financial Instruments Fair Value Measurement 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. Income Taxes Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes Earnings or (Loss) Per Share Share-Based Payment Compensation - Stock Compensation Revenue Recognition Other Liabilities Software Development Costs Domain Name 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 | 12 Months Ended |
Dec. 31, 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 with the Company’s Common Stock. 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. On September 28, 2017 and December 29, 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 $25,000 in exchange for Mr. Kepler’s transfer of 50,000 shares of Common Stock for the benefit of the Company under the terms of a Services Agreement with PCG Advisory Group. On September 28, 2017 and December 31, 2017 shares were issued to PCG Advisory Group, as partial payment per a Services Agreement providing for capital markets advisory and investor relations consulting services in exchange in part for stock compensation for a total of 50,000 common shares, restricted under Rule 144. During the year ended December 31, 2018, the Company issued 33,000 shares of Common Stock at a cash price of $1.00 per share for a total of $33,000. |
4. Stock Options and Warrants
4. Stock Options and Warrants | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2018 and 2017, and as of December 31, 2018 no options or warrants were outstanding. |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS During the year ended December 31, 2018, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company advanced $126,000 to the Company and he was repaid $146,081. The balance remaining of $36,382 owed to Mr. Kepler is unsecured and bears no interest. During the years ended December 31, 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), for application development services of the Company’s Blackbox System technology. Karma began operating as EDM Operators (“EDM”) in the last quarter of 2018. During the years ended December 31, 2018 and 2017, Karma/EDM was paid $45,000 and $99,500 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. As of December 31, 2018 the Company has a prepaid balance of $36,700 for public relations and marketing services with G2/IPA. These funds are reserved in anticipation of a future campaign to move the Company’s stock to listing on a national exchange. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. NOTES PAYABLE During the year ended December 31, 2018, third parties advanced a total of $121,821 to the Company in exchange for quasi factoring financing arrangements to be repaid in daily installments, currently $450, through September 18, 2019. The related note discounts of $55,190 have been amortized over the term of the agreements for a total of $29,756 in interest expense as of December 31, 2018. On June 26, 2018 the Company entered into a note payable with a third party for $8,309 for the purchase of office telecommunication equipment. The note bears interest at the rate of 18% per annum for 36 installments and matures on May 22, 2021. On August 8, 2018, a third party advanced $200,000 to the Company in exchange for a secured promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 20, 2018. The note is secured by a Security Agreement providing for a continuing lien and first priority security interest in the assets of the Company and by a personal Guaranty Agreement with Gust Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company’s controlling stockholder. On December 6, 2018, Mr. Kepler made a payment on the note of $100,000 plus accrued interest of $8,000 for an aggregate of $108,000. The principal balance remains outstanding and is in default as of April 17, 2019, although the holder has made no demand for settlement of the note. |
7. Notes Payable, Related Parti
7. Notes Payable, Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | 7. NOTES PAYABLE, RELATED PARTY On November 9, 2018, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, advanced $120,000 to the Company in exchange for a promissory note bearing interest at 12% per annum for a ninety day period, maturing February 7, 2019. The note remains unpaid as of April 17, 2019; however, no demand for repayment has been made by the holder. On December 6, 2018, Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, advanced $108,000 to the Company for payment to a third party note holder (Note 6) in exchange for an unsecured promissory note. |
8. Commitments and Contingencie
8. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. 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 years ended December 31, 2018 and 2017 we incurred $60,584 and $48,848, respectively, in office rental expense. Future minimum rental payments under the extended lease for years ending December 31, are: 2019 $ 55,646 2020 $ 59,006 2021 $ 61,803 2022 $ 46,869 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 commenced July 1, 2018. The agreement provided for a twenty-month (24) month term and that ICV would be compensated monthly in Company common stock valued at $20,000 with such compensation to be increased by $15,000 in cash 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 provided that ICV would 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. On December 18, 2018 the Company terminated the agreement and as of April 17, 2019 has not issued the Company common stock valued at an aggregate of $128,000 and on the date of termination of the agreement was the equivalent of 41,481 shares. The Company engaged software design consulting services from a vendor for its Blackbox System which the Company found did not meet its standards and entered into negotiations to dispute the services rendered. The entity providing these services sought satisfaction through a complaint with the state of California for the disputed amount and a judgement in favor of the plaintiff/vendor was granted in the amount of $29,523. This amount represents $24,920 for the disputed services, interest of $2,200 and legal costs of $2,433. The Company is optimistic that a negotiated settlement of the judgement may be reached. The aggregate of the judgement of $29,523 is included in accounts payable as of December 31, 2018. 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. |
9. Income Taxes
9. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forwards. Deferred federal income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than not be realized. During the years ended December 31, 2018 and 2017, a reconciliation of income tax expense at the statutory rate of 21% and 34%, respectively to income tax expense at the Company’s effective tax rate is as follows: 2018 2017 Income tax benefit at statutory rate $ 242,000 $ 429,000 Permanent differences (3,000) (9,000) Change in valuation allowance (239,000) (420,000) Provision for federal income taxes $ — $ — At December 31, 2018, the Company had approximately $3,493,000 of unused net operating loss carry forwards. Unused net operating loss carry forwards may provide future tax benefits, although there can be no assurance that these net operating losses will be realized in the future. The tax benefits of these loss carryforward have been fully offset by a valuation allowance. These losses may be used to offset future taxable income and, if not fully utilized, expire in the year 2038. |
10. Subsequent Events
10. Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS On February 14, 2019 the Company issued 72,500 shares of its common stock in exchange for $72,500. On February 28, 2019 the Company issued 10,000 shares of its common stock in exchange for $6,500. On March 6, 2019 the Company entered into a letter agreement with Boustead Securities (“Boustead”), pursuant to which the Company retained Boustead to provide exclusive financial advisory services relating to corporate development, investment and acquisition issues. The agreement provides for an engagement fee of $20,000 due upon execution of the agreement; $5,000 upon the closing of any pre-IPO financing and $25,000 upon the closing of the IPO. The agreement is subject to a period of due diligence investigation, not yet completed. The agreement also provides for cash success fees should any business combination transactions or debt financing be achieved. Additionally, Boustead will earn warrants for purchase of the Company’s common stock for each debt financing transactions and success fees for any equity financing or initial public offering. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of |
Use of Estimates | Use of Estimates |
Cash | Cash |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurement |
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. |
Income Taxes | Income Taxes Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes |
Earnings or (Loss) Per Share | Earnings or (Loss) Per Share |
Share-Based Payment | Share-Based Payment Compensation - Stock Compensation |
Revenue Recognition | Revenue Recognition |
Other Liabilities | Other Liabilities |
Software Development Costs | Software Development Costs |
Domain Name | Domain Name |
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. |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payment schedule | 2019 $ 55,646 2020 $ 59,006 2021 $ 61,803 2022 $ 46,869 |
9. Income Taxes (Tables)
9. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | 2018 2017 Income tax benefit at statutory rate $ 242,000 $ 429,000 Permanent differences (3,000) (9,000) Change in valuation allowance (239,000) (420,000) Provision for federal income taxes $ — $ — |
1. Organization (Details Narrat
1. Organization (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 01, 2015 | |
Accumulated deficit | $ (3,846,469) | $ (2,694,587) | |
Net losses | $ (1,151,882) | $ (1,261,743) | |
Tiger Trade Technologies [Member] | |||
Capital stock acquired | 88.64% |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 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 |
Receivable from future subscriber | $ 180,000 |
3. Stockholders' Equity (Detail
3. Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2017 | Sep. 28, 2017 | |
Stock issued new, compensation | 23,033,000 | 23,000,000 | ||
Stock issued new, value | ||||
Price per share | $ 1 | |||
Stock Repurchase - Kepler [Member] | ||||
Debt forgiven, amount forgiven | $ 55,000 | |||
Debt forgiven, stock forfeited | 110,000 | |||
Services Agreement - Kepler [Member] | ||||
Debt forgiven, amount forgiven | $ 25,000 | |||
Debt forgiven, stock forfeited | 50,000 | |||
Services Agreement - PCG Advisory Group [Member] | ||||
Stock issued new, compensation | 50,000 |
4. Stock Options and Warrants (
4. Stock Options and Warrants (Details Narrative) - shares | Dec. 31, 2018 | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from related party | $ 126,000 | $ 135,226 |
Payment to related party | 146,081 | 116,073 |
Licensing revenue | 500,000 | |
Gust Kepler [Member] | ||
Proceeds from related party | 126,000 | |
Payment to related party | 146,081 | |
Due to related party | 36,382 | |
Karma Black Box [Member] | ||
Payment to related party | 45,000 | 99,500 |
G 2 Intl [Member] | ||
Prepaid expense for marketing | $ 36,700 | |
Eigh8t Technologies [Member] | ||
Licensing revenue | $ 500,000 |
6. Notes Payable (Details Narra
6. Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from note payable | $ 330,130 | |
Interest expense debt | 29,756 | |
Note Payable | ||
Proceeds from note payable | 121,821 | |
Daily repay installments | 450 | |
Note Discount | $ 55,190 | |
Note Payable 2 | ||
Debt issuance date | Jun. 26, 2018 | |
Proceeds from note payable | $ 8,309 | |
Debt maturity date | May 22, 2021 | |
Note Interest Rate | 18.00% | |
Note value | $ 8,309 | |
Note Payable 3 | ||
Debt issuance date | Aug. 8, 2018 | |
Proceeds from note payable | $ 200,000 | |
Debt maturity date | Nov. 20, 2018 | |
Interest expense debt | $ 8,000 | |
Note Interest Rate | 12.00% | |
Repayment of note | $ 100,000 |
7. Notes Payable, Related Par_2
7. Notes Payable, Related Parties (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 06, 2018 | |
Proceeds from note payable, related parties | $ 228,000 | ||
Gust Kepler [Member] | |||
Debt issuance date | Nov. 9, 2018 | ||
Proceeds from note payable, related parties | $ 120,000 | ||
Debt maturity date | Feb. 7, 2019 | ||
Note Interest Rate | 12.00% | ||
Proceeds in exchange for note | $ 108,000 |
8. Commitments and Contingenc_3
8. Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payment 2019 | $ 55,646 |
Future minimum rental payment 2020 | 59,006 |
Future minimum rental payment 2021 | 61,803 |
Future minimum rental payment 2022 | $ 46,869 |
8. Commitments and Contingenc_4
8. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 60,584 | $ 48,848 |
Amount, Judgment | 29,523 | |
Amount, Services Disputed | 24,920 | |
Amount, Interest | 2,200 | |
Amount, Legal Cost | $ 2,433 |
9. Income Taxes (Details)
9. Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ 242,000 | $ 429,000 |
Permanent differences | (3,000) | (9,000) |
Change in valuation allowance | (239,000) | (420,000) |
Provision for federal income taxes |
9. Income Taxes (Details Narrat
9. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,493,000 | |
Income tax expense, satutory rate | 21.00% | 34.00% |
10. Subsequent Events (Details
10. Subsequent Events (Details Narrative) - USD ($) | May 06, 2019 | Feb. 28, 2019 | Feb. 14, 2019 |
Shares Issued, shares | 10,000 | 72,500 | |
Shares Issued, value | $ 6,500 | $ 72,500 | |
Boustead Securities Agreement [Member] | |||
Engagement fee | $ 20,000 | ||
Pre-IPO closing fee | 5,000 | ||
IPO closing fee | $ 25,000 |