Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Fraud Protection Network, Inc. | |
Entity Central Index Key | 1,580,276 | |
Document Type | 10-Q | |
Trading Symbol | FPNI | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 10,379,567 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 30,615 | $ 179,675 |
Accounts receivable | 156,326 | 32,069 |
Deferred costs | 19,270 | 12,276 |
Prepaid expenses and other current assets | 26,268 | 37,594 |
Total current assets | 232,479 | 261,614 |
Property and equipment, net | 104,464 | 120,921 |
Software development costs, net | 276,250 | 195,251 |
Investment in joint venture | 115,734 | 116,463 |
Other assets | 2,430 | 2,430 |
Total assets | 731,357 | 696,679 |
Current liabilities: | ||
Accounts payable | 554,005 | 145,523 |
Accrued expenses and other current liabilities | 84,238 | 112,663 |
Deferred revenues | 87,777 | 48,816 |
Convertible notes payable, current | 1,305,000 | 1,430,000 |
Total current liabilities | 2,031,020 | 1,737,002 |
Long-term liabilities: | ||
Convertible notes payable, non-current (net of unamortized debt discount of $61,855) | 438,145 | |
Total liabilities | 2,469,165 | 1,737,002 |
Commitments and contingencies - See Note 8 | ||
Shareholders' deficit: | ||
Preferred stock, par value $0.001 per share; 1,000,000 shares authorized;1,000,000 shares issued and outstanding | 5,000 | 5,000 |
Common stock, par value $0.001 per share; 50,000,000 shares authorized;10,379,567 and 10,000,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 10,380 | 10,000 |
Additional paid-in capital | 5,339,231 | 4,518,914 |
Accumulated deficit | (7,092,419) | (5,574,237) |
Total shareholders' deficit | (1,737,808) | (1,040,323) |
Total liabilities and shareholders' deficit | $ 731,357 | $ 696,679 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Long-term liabilities: | ||
Convertible notes payable, non-current unamortized debt discount amount | $ 61,855 | |
Shareholders' deficit: | ||
Preferred stock, per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,379,567 | 10,000,000 |
Common stock, shares outstanding | 10,379,567 | 10,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenues | $ 491,333 | $ 334,948 | $ 1,294,446 | $ 419,346 |
Operating expenses: | ||||
Sales and marketing | 201,679 | 42,694 | 496,660 | 57,683 |
Data | 202,440 | 48,094 | 616,701 | 194,909 |
Technology and software maintenance | 39,901 | 57,108 | 136,947 | 136,373 |
General and administrative | 451,714 | 293,296 | 1,304,758 | 771,271 |
Depreciation and amortization | 26,534 | 26,571 | 80,263 | 62,729 |
Total operating expenses | 922,268 | 467,763 | 2,635,329 | 1,222,965 |
Operating loss | (430,935) | (132,815) | (1,340,883) | (803,619) |
Other income (expense): | ||||
Interest income | 9 | 583 | ||
Interest expense | (63,066) | (50,346) | (177,882) | (122,291) |
Total other expense, net | (63,057) | (50,346) | (177,299) | (122,291) |
Loss before income taxes | (493,992) | (183,161) | (1,518,182) | (925,910) |
Provision for income taxes | ||||
Net loss | $ (493,992) | $ (183,161) | $ (1,518,182) | $ (925,910) |
Loss per share: | ||||
Basic and diluted | $ (0.05) | $ (0.02) | $ (0.15) | $ (0.10) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 10,364,350 | 9,680,527 | 10,147,490 | 9,661,401 |
CONDENSED STATEMENT OF SHAREHOL
CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIT (UNAUDITED) - 9 months ended Sep. 30, 2018 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance - beginning at Dec. 31, 2017 | $ 5,000 | $ 10,000 | $ 4,518,914 | $ (5,546,902) | $ (1,012,988) |
Balance - beginning (in shares) at Dec. 31, 2017 | 1,000,000 | 10,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cumulative effect of change in accounting upon adoption of ASC 606 | (27,335) | (27,335) | |||
Balance - beginning (As Restated) at Dec. 31, 2017 | $ 5,000 | $ 10,000 | 4,518,914 | (5,574,237) | (1,040,323) |
Balance - beginning (As Restated) (in shares) at Dec. 31, 2017 | 1,000,000 | 10,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrants issued in conjunction with convertible promissory notes | 82,255 | 82,255 | |||
Convertible debt converted into common shares | $ 236 | 294,764 | 295,000 | ||
Convertible debt converted into common shares (in shares) | 236,000 | ||||
Common shares and warrants sold through private placement | $ 140 | 209,860 | 210,000 | ||
Common shares and warrants sold through private placement (in shares) | 140,000 | ||||
Common shares and warrants issued to settle accounts payable | $ 4 | 5,346 | 5,350 | ||
Common shares and warrants issued to settle accounts payable (in shares) | 3,567 | ||||
Share-based compensation | 228,092 | 228,092 | |||
Net loss | (1,518,182) | (1,518,182) | |||
Balance - end at Sep. 30, 2018 | $ 5,000 | $ 10,380 | $ 5,339,231 | $ (7,092,419) | $ (1,737,808) |
Balance - beginning (in shares) at Sep. 30, 2018 | 1,000,000 | 10,379,567 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,518,182) | $ (925,910) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 80,263 | 62,729 |
Share-based compensation | 228,092 | |
Amortization of debt discount | 20,400 | |
Earnings from non-monetary transfer to joint venture | (136,842) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (124,257) | (19,248) |
Deferred costs | (6,994) | (9,383) |
Prepaid expenses and other current assets | 11,326 | |
Accounts payable | 413,832 | 39,094 |
Accrued expenses and other current liabilities | (28,425) | (46,559) |
Deferred revenues | 38,961 | 102,349 |
Net cash used in operating activities | (884,984) | (933,770) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (10,448) | (60,260) |
Investment return in joint venture | 729 | 2,773 |
Software development costs capitalized | (134,357) | (95,572) |
Net cash used in investing activities | (144,076) | (153,059) |
Cash flows from financing activities: | ||
Advances from related party | 40,000 | |
Repayments of advances from related party | (40,000) | (10,000) |
Proceeds from sale of treasury shares | 386,875 | |
Proceeds from issuance of convertible notes | 670,000 | 705,000 |
Procceds from issuance of common stock and warrants | 210,000 | |
Net cash provided by financing activities | 880,000 | 1,081,875 |
Net decrease in cash | (149,060) | (4,954) |
Cash at beginning of period | 179,675 | 172,769 |
Cash at end of period | 30,615 | 167,815 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 146,179 | 98,506 |
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Convertible debt converted into common shares | 295,000 | |
Warrants issued in conjunction with convertible promissory notes; (warrants treated as debt discount) | 82,255 | |
Common stock and warrants issued to settle accounts payable | 5,350 | |
Treasury shares issued to settle liability for shares to be issued | 200,000 | |
Treasury shares to be issued upon conversion of notes payable | $ 240,000 |
OVERVIEW
OVERVIEW | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 OVERVIEW | Fraud Protection Network, Inc. (the “Company”, “us”, “we” or “our”) offers a diverse portfolio of credit and identity solutions, both direct-to-consumers as well as to enterprise customers. We obtained Experian’s Independent Third-Party Assessment (EI3PA) Level I certification in 2014. We continue to maintain this security level with annual third-party audits and have also been recognized by Experian as an Authorized Technical Provider. The Company’s consumer services include Resident-Link, RapID PRO™ and RentConnect. The Company’s enterprise solutions include Credit PreScreening, Loan PreQualification, software development, and EI3PA hosting services. The Company’s customers are located in the United States. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As shown in the accompanying financial statements, we have sustained a net loss of $1,518,182 and have used $884,984 of cash in our operating activities during the nine months ended September 30, 2018. As of September 30, 2018, we had $30,615 of cash on hand, a stockholders’ deficit of $1,737,808 and a working capital deficit of $1,798,541. While management expects operating trends to continue to improve over the rest of 2018, the Company’s ability to continue as a going concern is contingent on implementing its business plan and, if needed, securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. Commencing in February 2017, the Company launched its Resident-Link platform, which grew quickly and became a significant revenue stream for 2017. In May 2017, the Company launched its Credit PreScreening and Loan PreQualification platforms as well. Management has focused its efforts on these three revenue streams, which we expect will increase the amount of gross profits from operations going forward. During the nine months ended September 30, 2018, the Company received proceeds of $670,000 from the issuance of convertible promissory notes (See Note 6) and $210,000 from the issuance of Units (consisting of common shares and warrants) (See Note 7). Subsequent to September 30, 2018, the Company received gross proceeds of $50,000 from the issuance of a promissory note and $160,000 from the sale of future cash receipts (See Note 12). The estimated costs of operations while we ramp up our revenues is substantially greater than the amount of funds we had available on September 30, 2018. The Company’s future existence is dependent upon management’s ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of indebtedness, or cause substantial dilution for our stockholders in the case of equity financing. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 2 ACCOUNTING POLICIES | Use of Estimates The preparation of our condensed financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Significant estimates in the accompanying condensed financial statements include the allowance for doubtful accounts, depreciable lives and valuation of property and equipment, amortization periods and the valuation of capitalized software costs, deferred revenues and deferred costs, share-based compensation, fair value of financial instruments, income taxes and the valuation allowance on deferred tax assets, and contingent liabilities. Basis of Presentation The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, the condensed financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the periods presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017, included in its Form S-1/A, as filed with the SEC on April 30, 2018. The December 31, 2017 balance sheet is derived from those audited financial statements. Income Taxes The Company recognizes future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to net tax operating loss carryforwards to the extent that realization of these benefits is more likely than not. As of September 30, 2018, there was no change to our assessment that a full valuation allowance was required against all net deferred tax assets. Accordingly, any deferred tax provision or benefit was offset by an equal and opposite change to the valuation allowance. No current book income tax provision was recorded against book net income due to the existence of significant net operating loss carryforwards. Share-Based Compensation Expense Share-based compensation expense is measured at the grant-date fair value of the award and is expensed over the requisite service period. For employee share-based awards, the grant-date fair value of the award is estimated using the Black-Scholes option pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the grant-date fair value of the award in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the share-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Net Loss Per Share Net loss per share is based on the weighted average number of common shares outstanding during each period. The following table summarizes common stock equivalents at September 30, 2018 and 2017, respectively. Common stock equivalents were not included in the computation of diluted loss per share for the periods presented because the effects would have been anti-dilutive. Common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. For the Nine Months Ended September 30, 2018 2017 Options 500,000 - Warrants 260,892 - Convertible notes payable 1,441,333 1,054,000 Total potentially dilutive shares 2,202,225 1,054,000 Reclassifications Certain amounts in the accompanying 2017 financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on previously reported results. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company adopted ASU 2014-09 in the first quarter of 2018 utilizing the modified retrospective approach. The impact of this standard relates to our accounting for a set-up fee that is charged only to Resident-Link customers electing our baseline subscription package. Specifically, the set-up fees collected are now deferred and recognized pro rata over the expected term of the subscription. Revenue from all other products and services remains substantially unchanged. Adoption of the standard using the modified retrospective method required us to restate our December 31, 2017 balance sheet with an increase in deferred revenues of $27,335 and a corresponding increase in our accumulated deficit. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. This ASU requires a modified retrospective transition approach for existing leases, whereby the new rules will be applied to the earliest year presented. The new standard is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. The Company expects that it will recognize right-of-use assets and related obligations on its balance sheet upon adoption. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Furniture, computers and equipment $ 268,404 $ 257,956 Leasehold improvements 2,700 2,700 Property and equipment, cost 271,104 260,656 Less: accumulated depreciation (166,640 ) (139,735 ) Property and equipment, net $ 104,464 $ 120,921 Depreciation and amortization expense was $8,760 and $7,982 for the three months ended September 30, 2018 and 2017, respectively. Depreciation and amortization expense was $26,905 and $19,091 for the nine months ended September 30, 2018 and 2017, respectively. |
SOFTWARE DEVELOPMENT COSTS
SOFTWARE DEVELOPMENT COSTS | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 SOFTWARE DEVELOPMENT COSTS | During the nine months ended September 30, 2018 and 2017, the Company capitalized $134,357 and $95,573, respectively, relating to the development of multiple software platforms that utilize credit data for monitoring, lead generation and decisioning capabilities. These software products were developed internally and had passed the preliminary project stage prior to capitalization. Software development costs consisted of the following at September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Software development costs $ 422,139 $ 287,782 Less: accumulated amortization (145,889 ) (92,531 ) Software development costs, net $ 276,250 $ 195,251 Amortization expense of software development costs for the three months ended September 30, 2018 and 2017 was $17,773 and $18,589, respectively. Amortization expense of software development costs for the nine months ended September 30, 2018 and 2017 was $53,358 and $43,639, respectively. The following is a schedule of estimated future amortization expense of capitalized software development costs at September 30, 2018: Year Ending December 31, 2018 (Remainder of Year) $ 32,073 2019 115,620 2020 78,486 2021 50,071 $ 276,250 |
INVESTMENT IN JOINT VENTURE
INVESTMENT IN JOINT VENTURE | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 INVESTMENT IN JOINT VENTURE | During 2017, the Company entered into a joint venture agreement (the “JV Agreement”) with a customer for the development of a product designed to help consumers make better decisions regarding their credit. Under the JV Agreement, the Company contributed certain legacy software and development services to the JV entity for a 32% interest, and the customer agreed to make a cash contribution (up to a maximum of $400,000) for the development of the online platform for a 68% interest. The contributed intellectual property is included in Investment in joint venture on the accompanying balance sheet. Under the JV Agreement, the Company and the joint venture entity entered into a hosting and development services agreement (the ''Services Agreement”) pursuant to which the Company receives fees for software development. These fees are recognized as services are provided, net of the costs incurred, and net of the 32% ownership interest in the joint venture. During the three months ended September 30, 2018 and 2017, the Company recognized software development revenue under the Services Agreement of $0. During the nine months ended September 30, 2018 and 2017, the Company recognized software development revenue (net of its ownership interest of $729 and $0 in such revenues) under the Services Agreement of $1,577 and $142,850, respectively. Under the JV Agreement, the Company shall share in any future profits of the joint venture on the equity method based on its 32% ownership interest. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 CONVERTIBLE NOTES PAYABLE | On February 5, 2018, the Company issued a one-year convertible promissory note in exchange for cash proceeds of $150,000. The note is convertible into shares of the Company’s common stock at any time from the date of issuance through the maturity date on February 5, 2019 at the option of the holder at a fixed conversion price of $1.25 per share. The note bears interest at the rate of 10% per annum and requires quarterly interest payments through maturity. During April 2018, the Company issued five (5) two-year convertible promissory notes in exchange for aggregate cash proceeds of $500,000. The notes are convertible into shares of the Company’s common stock at any time from the date of issuance through the maturity date in April 2020 at the option of the holder at a fixed conversion price of $1.25 per share. The notes bear interest at the rate of 10% per annum and require quarterly interest payments through maturity. As an inducement to enter into the convertible promissory notes, the holders were issued 5-year warrants to purchase an aggregate of 125,000 shares of the Company’s common stock at an exercise price of $2.50 per share expiring in April 2023. The fair value of the warrants and associated beneficial conversion right of $82,255 is being treated as a discount to the face value of the promissory notes and amortized to interest expense over the original term of the convertible promissory notes (See Note 7). On June 6, 2018, certain holders of the Company’s convertible promissory notes converted an aggregate of $295,000 of their convertible notes into 236,000 shares of the Company’s common stock, at a conversion price of $1.25 per share. Upon conversion, all accrued interest on the converted promissory notes was paid in cash (See Note 7). On August 1, 2018, the Company issued a one-year convertible promissory notes in exchange for cash proceeds of $20,000. The note is convertible into shares of the Company’s common stock at any time from the date of issuance through the maturity date on August 1, 2019 at the option of the holder at a fixed conversion price of $1.50 per share. The note bears interest at the rate of 10% per annum and requires quarterly interest payments through maturity. During the nine months ended September 30, 2017, the Company issued one-year convertible promissory notes in exchange for aggregate cash proceeds of $705,000. The notes are convertible into shares of the Company’s common stock at any time from the date of issuance through the respective maturity date at the option of the holder at a fixed conversion price of $1.25 per share. The notes bear interest at rates ranging from 10% to 12% per annum and require quarterly interest payments through maturity. Convertible notes payable consisted of the following at September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Note payable - originating June 10, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of June 10, 2018 [A] $ - $ 12,500 Note payable - originating September 22, 2017; quarterly payments required; bearing interest at 10%; maturity date of September 21, 2018 [A] - 20,000 Note payable - originating October 1, 2017; quarterly payments required; bearing interest at 12%; maturity date of September 26, 2018 [A] - 100,000 Note payable - originating September 28, 2017; quarterly payments required; bearing interest at 12%; maturity date of September 28, 2018 [A] - 100,000 Note payable - originating August 28, 2015; quarterly payments required; bearing interest at 13.33%; extended maturity date of November 28, 2018 100,000 100,000 Note payable - originating December 15, 2017; quarterly payments required; bearing interest at 10%; maturity date of December 15, 2018 25,000 25,000 Note payable - originating October 1, 2015; interest due at maturity; bearing interest at 13.33%; extended maturity date of February 1, 2019 600,000 600,000 Note payable - originating February 5, 2018; quarterly payments required; bearing interest at 10%; maturity date of February 5, 2019 150,000 - Note payable - originating February 28, 2017; quarterly payments required; bearing interest at 12%; maturity date of February 28, 2019 60,000 60,000 Note payable - originating December 16, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of March 19, 2019 [A] - 12,500 Note payable - originating April 7, 2017; quarterly payments required; bearing interest at 12%; extended maturity date of April 7, 2019 150,000 150,000 Note payable - originating April 18, 2017; quarterly payments required; bearing interest at 10%; extended maturity date of April 18, 2019 100,000 100,000 Note payable - originating April 26, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of April 26, 2019 [A] - 25,000 Note payable - originating May 2, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of May 2, 2019 [A] - 12,500 Note payable - originating August 26, 2015; quarterly payments required; bearing interest at 13.33%; extended maturity date of May 26, 2019 [A,B] - 12,500 Note payable - originating July 18, 2017; quarterly payments required; bearing interest at 12%; extended maturity date of July 18, 2019 75,000 75,000 Note payable - originating April 27, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of July 27, 2019 25,000 25,000 Note payable - originating August 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of August 1, 2019 20,000 - Note payable - originating April 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 1, 2020 50,000 - Note payable - originating April 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 1, 2020 100,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 50,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 250,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 50,000 - Total convertible notes payable, gross 1,805,000 1,430,000 Less: Debt discount (61,855 ) - Total convertible notes payable, net 1,743,145 1,430,000 Less: Current maturities (1,305,000 ) (1,430,000 ) Net amount due after one year $ 438,145 $ - [A] - note converted into common shares in June 2018. [B] - note was in default from August 26, 2016 to February 26, 2018, at which time the note regained compliance. During the three months ended September 30, 2018 and 2017, interest expense of $62,692 (includes $10,353 of amortization of debt discount) and $42,466, respectively, was recognized on outstanding convertible notes payable. During the nine months ended September 30, 2018 and 2017, interest expense of $176,776 (includes $20,401 of amortization of debt discount) and $113,677, respectively, was recognized on outstanding convertible notes payable. As of September 30, 2018 and December 31, 2017, accrued interest payable was $32,230 and $20,928, respectively, which is included in accrued expenses and other current liabilities on the accompanying condensed balance sheet. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 SHAREHOLDERS DEFICIT | Common Stock In June 2018, the Company began its efforts to raise up to $990,000 from a private placement, to accredited investors, of up to 66 Units at a price of $15,000 per Unit, each Unit consisting of: (i) 10,000 shares of the Company's common stock; and (ii) 2,500 five-year warrants to purchase shares of common stock at an exercise price of $2.50 per share. From commencement of the offering through September 30, 2018, the Company sold 14 Units (comprising 140,000 common shares and 35,000 five-year warrants to purchase shares of common stock at an exercise price of $2.50 per share) to various investors for gross proceeds of $210,000. On June 6, 2018, certain holders of the Company’s convertible promissory notes converted an aggregate of $295,000 of their convertible notes into 236,000 shares of the Company’s common stock, at a conversion price of $1.25 per share. Upon conversion, all accrued interest on the converted promissory notes was paid in cash (See Note 6). On June 27, 2018, the Company issued 3,567 common shares and 892 five-year warrants to purchase shares of the Company’s common stock at an exercise price of $2.50 per share to settle $5,350 of accounts payable owed to the Company’s Chief Financial Officer for services performed prior to becoming an officer of the Company. Treasury Stock In January 2017, 210,000 treasury shares were issued to settle the $200,000 liability for stock to be issued that existed at December 31, 2016. In February 2017, the Company received proceeds of $40,000 for the sale of treasury shares, which were physically issued in August 2017. Accordingly, the proceeds were reflected as a liability for stock to be issued until August 2017. During the nine months ended September 30, 2017, the Company’s Chief Executive Officer contributed 500,000 common shares to the Company. The Company recognized $564,846 of treasury stock with a corresponding increase in additional paid-in capital. During the nine months ended September 30, 2017, the Company sold an aggregate of 309,500 treasury shares in exchange for aggregate proceeds of $386,875. Warrants In addition to the warrants issued with shares of common stock (see above), on June 1, 2018, as part of a consulting agreement, the Company issued to a consultant seven-year warrants to purchase 100,000 shares of common stock at an exercise price of $1.65 per share, which vest monthly over a 12-month period. Accordingly, the Company has recognized share-based compensation of $43,635 and $71,736 for the three and nine months ended September 30, 2018, respectively. During the nine months ended September 30, 2018, the Company issued five (5) two-year convertible promissory notes and an aggregate of 125,000 5-year warrants to purchase common shares at an exercise price of $2.50 per share in exchange for aggregate cash proceeds of $500,000. The fair value of the warrants of $82,255 is treated as debt discount that is being amortized over the term of the promissory notes (See Note 6). The following table summarizes warrant activity during the nine months ended September 30, 2018: Weighted Weighted Average Number Average Remaining of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 - - Granted 260,892 $ 2.17 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2018 260,892 $ 2.17 5.4 $ - Exercisable, September 30, 2018 194,225 $ 2.35 4.9 $ - Stock Options Effective March 6, 2018, the Company granted stock options to purchase 500,000 shares of Common Stock at an exercise price of $1.25 per share to its Chief Financial Officer, pursuant to an Employment Agreement. The stock options vest as follows: (i) 200,000 options vest in twelve equal monthly increments on the last calendar day of each month with the first vesting date being March 31, 2018, subject to continued employment on each applicable vesting date; and (ii) 300,000 options vest in thirty-six equal monthly increments on the last calendar day of each month with the first vesting date being March 31, 2018, subject to continued employment on each applicable vesting date. The aggregate grant-date fair value of the stock options of $389,212 (weighted average grant-date fair value of $0.78 per option) was estimated using the Black-Scholes option-pricing formula applying the following assumptions for each respective period: For the Nine Months Ended September 30, 2018 2017 Expected term (years) 4.0 - 4.5 n/a Expected volatility 81.43% n/a Risk free interest rate 2.42 - 2.65% n/a Expected dividends - n/a Estimated annual forfeiture rate - n/a The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the following assumptions. The expected term represents the period over which the stock option awards are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. As the Company’s stock is not yet listed on any exchange, the expected volatility used is based on the historical price of a similar company’s stock over the most recent period commensurate with the expected term of the award. The risk-free interest rate used is based on the implied yield of U.S. Treasury zero-coupon issues with a remaining term equivalent to the award’s expected term. The Company historically has not paid any dividends on its common stock and had no intention to do so on the date the share-based awards were granted. The estimated annual forfeiture rate is based on management’s expectations and will reduce expense ratably over the vesting period. The forfeiture rate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company recognized compensation expense of $58,819 and $0 for the three months ended September 30, 2018 and 2017 and $132,982 and $0 during the nine months ended September 30, 2018 and 2017, respectively, for stock option awards in its condensed statements of operations. As of September 30, 2018, there was $256,230 of total unrecognized compensation cost related to nonvested stock option awards. That cost is expected to be recognized over a weighted average period of 1.1 years. The following table summarizes stock option activity during the nine months ended September 30, 2018: Weighted Weighted Average Number Average Remaining of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 - - Granted 500,000 $ 1.25 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2018 500,000 $ 1.25 6.4 $ 125,000 Exercisable, September 30, 2018 175,000 $ 1.25 6.4 $ 43,750 Restricted Stock Awards The Company recognized compensation expense of $7,877 and $0 for the three months ended September 30, 2018 and 2017 and $23,374 and $0 during the nine months ended September 30, 2018 and 2017, respectively, for restricted stock awards in its condensed statements of operations. As of September 30, 2018, there was $5,822 of total unrecognized compensation cost related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted average period of 0.3 years. The following table summarizes restricted stock activity during the nine months ended September 30, 2018: Weighted Average Total Grant Grant Number Date Date of Fair Fair Shares Value Value Non-vested, December 31, 2017 25,000 $ 1.25 $ 31,250 Granted - - - Vested - - - Forfeited - - - Non-vested, September 30, 2018 25,000 $ 1.25 $ 31,250 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 8 COMMITMENTS AND CONTINGENCIES | Employment Agreement Effective March 6, 2018, the Company entered into a three-year Employment Agreement with its Chief Financial Officer. The Employment Agreement provides for base cash salary and stock options. Consulting Agreement Effective June 1, 2018, the Company entered into a one-year consulting agreement with a consultant whereby the consultant shall provide strategic investor relations to the Company in exchange for: (i) a monthly retainer of $5,500 (subsequently reduced to $1,500 effective July 1, 2018); and (ii) 100,000 seven-year warrants to purchase common shares at an exercise price of $1.65 per share, which vest monthly over a 12-month period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 9 RELATED PARTY TRANSACTIONS | Consulting Arrangement The Company utilizes the services of an entity owned by the father of the Company’s Chief Executive Officer, on an as needed basis. During the nine months ended September 30, 2018 and 2017, the Company paid the entity $5,245 and $6,330, respectively, for services rendered. As of September 30, 2018 and December 31, 2017, there was no outstanding balance due to the entity. Loans from Officer During the nine months ended September 30, 2018 and 2017, the Company borrowed $40,000 and $0 from its Chief Executive Officer and repaid $40,000 and $10,000, respectively, of amounts previously borrowed. The loans were non-interest bearing and due on demand. As of September 30, 2018 and December 31, 2017, there was no outstanding balance due to the Chief Executive Officer for loans. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 10 LEGAL PROCEEDINGS | From time to time, the Company may become a party to other legal actions or proceedings in the ordinary course of its business. As of September 30, 2018, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its business. |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 11 DEFINED CONTRIBUTION PLAN | On July 1, 2018, we established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. Employees who have attained at least 21 years of age and have completed two months of service with us are generally eligible to participate in the plan. Participants may make pre-tax contributions to the plan from their eligible earnings up to the annual maximum amounts as set periodically by the Internal Revenue Service. We may contribute to the plan at the discretion of our board of directors. Currently, employer contributions amount to 0% of a participant's eligible compensation. Our contributions would be allocated in the same manner as that of the participant’s elective contributions. We made contributions to the plan of $0 and $0 for the three and nine months ended September 30, 2018 and 2017, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 12 SUBSEQUENT EVENTS | On October 6, 2018, the Company issued a four-month promissory note to a shareholder in exchange for cash proceeds of $50,000. The note has a maturity date of February 6, 2019. The note bears interest at the rate of 30% per annum and requires principal and interest to be paid at maturity. On October 19, 2018, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the “Agreement”) whereby the Company obtained an advance of $160,000 against future revenues of $219,200 (the “Purchased Amount”). On October 24, 2018, net proceeds of $158,400 were received (net of a 1% origination fee). The agreement requires weekly debits, every Wednesday, in the amount of $7,014 until the Purchased Amount has been paid. The Agreement is personally guaranteed by the Company’s Chief Executive Officer. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies | |
Use of Estimates | The preparation of our condensed financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Significant estimates in the accompanying condensed financial statements include the allowance for doubtful accounts, depreciable lives and valuation of property and equipment, amortization periods and the valuation of capitalized software costs, deferred revenues and deferred costs, share-based compensation, fair value of financial instruments, income taxes and the valuation allowance on deferred tax assets, and contingent liabilities. |
Basis of Presentation | The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, the condensed financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the periods presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017, included in its Form S-1/A, as filed with the SEC on April 30, 2018. The December 31, 2017 balance sheet is derived from those audited financial statements. |
Income Taxes | The Company recognizes future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to net tax operating loss carryforwards to the extent that realization of these benefits is more likely than not. As of September 30, 2018, there was no change to our assessment that a full valuation allowance was required against all net deferred tax assets. Accordingly, any deferred tax provision or benefit was offset by an equal and opposite change to the valuation allowance. No current book income tax provision was recorded against book net income due to the existence of significant net operating loss carryforwards. |
Share-Based Compensation Expense | Share-based compensation expense is measured at the grant-date fair value of the award and is expensed over the requisite service period. For employee share-based awards, the grant-date fair value of the award is estimated using the Black-Scholes option pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the grant-date fair value of the award in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the share-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. |
Net Loss Per Share | Net loss per share is based on the weighted average number of common shares outstanding during each period. The following table summarizes common stock equivalents at September 30, 2018 and 2017, respectively. Common stock equivalents were not included in the computation of diluted loss per share for the periods presented because the effects would have been anti-dilutive. Common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. For the Nine Months Ended September 30, 2018 2017 Options 500,000 - Warrants 260,892 - Convertible notes payable 1,441,333 1,054,000 Total potentially dilutive shares 2,202,225 1,054,000 |
Reclassifications | Certain amounts in the accompanying 2017 financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on previously reported results. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company adopted ASU 2014-09 in the first quarter of 2018 utilizing the modified retrospective approach. The impact of this standard relates to our accounting for a set-up fee that is charged only to Resident-Link customers electing our baseline subscription package. Specifically, the set-up fees collected are now deferred and recognized pro rata over the expected term of the subscription. Revenue from all other products and services remains substantially unchanged. Adoption of the standard using the modified retrospective method required us to restate our December 31, 2017 balance sheet with an increase in deferred revenues of $27,335 and a corresponding increase in our accumulated deficit. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. This ASU requires a modified retrospective transition approach for existing leases, whereby the new rules will be applied to the earliest year presented. The new standard is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. The Company expects that it will recognize right-of-use assets and related obligations on its balance sheet upon adoption. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies Tables | |
Schedule of dilutive earnings per share | For the Nine Months Ended September 30, 2018 2017 Options 500,000 - Warrants 260,892 - Convertible notes payable 1,441,333 1,054,000 Total potentially dilutive shares 2,202,225 1,054,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property And Equipment | |
Schedule of property and equipment | September 30, December 31, 2018 2017 Furniture, computers and equipment $ 268,404 $ 257,956 Leasehold improvements 2,700 2,700 Property and equipment, cost 271,104 260,656 Less: accumulated depreciation (166,640 ) (139,735 ) Property and equipment, net $ 104,464 $ 120,921 |
SOFTWARE DEVELOPMENT COSTS (Tab
SOFTWARE DEVELOPMENT COSTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Software Development Costs | |
Schedule of software development costs | September 30, December 31, 2018 2017 Software development costs $ 422,139 $ 287,782 Less: accumulated amortization (145,889 ) (92,531 ) Software development costs, net $ 276,250 $ 195,251 |
Schedule of estimated future amortization expense of capitalized software development costs | Year Ending December 31, 2018 (Remainder of Year) $ 32,073 2019 115,620 2020 78,486 2021 50,071 $ 276,250 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | September 30, December 31, 2018 2017 Note payable - originating June 10, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of June 10, 2018 [A] $ - $ 12,500 Note payable - originating September 22, 2017; quarterly payments required; bearing interest at 10%; maturity date of September 21, 2018 [A] - 20,000 Note payable - originating October 1, 2017; quarterly payments required; bearing interest at 12%; maturity date of September 26, 2018 [A] - 100,000 Note payable - originating September 28, 2017; quarterly payments required; bearing interest at 12%; maturity date of September 28, 2018 [A] - 100,000 Note payable - originating August 28, 2015; quarterly payments required; bearing interest at 13.33%; extended maturity date of November 28, 2018 100,000 100,000 Note payable - originating December 15, 2017; quarterly payments required; bearing interest at 10%; maturity date of December 15, 2018 25,000 25,000 Note payable - originating October 1, 2015; interest due at maturity; bearing interest at 13.33%; extended maturity date of February 1, 2019 600,000 600,000 Note payable - originating February 5, 2018; quarterly payments required; bearing interest at 10%; maturity date of February 5, 2019 150,000 - Note payable - originating February 28, 2017; quarterly payments required; bearing interest at 12%; maturity date of February 28, 2019 60,000 60,000 Note payable - originating December 16, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of March 19, 2019 [A] - 12,500 Note payable - originating April 7, 2017; quarterly payments required; bearing interest at 12%; extended maturity date of April 7, 2019 150,000 150,000 Note payable - originating April 18, 2017; quarterly payments required; bearing interest at 10%; extended maturity date of April 18, 2019 100,000 100,000 Note payable - originating April 26, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of April 26, 2019 [A] - 25,000 Note payable - originating May 2, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of May 2, 2019 [A] - 12,500 Note payable - originating August 26, 2015; quarterly payments required; bearing interest at 13.33%; extended maturity date of May 26, 2019 [A,B] - 12,500 Note payable - originating July 18, 2017; quarterly payments required; bearing interest at 12%; extended maturity date of July 18, 2019 75,000 75,000 Note payable - originating April 27, 2016; quarterly payments required; bearing interest at 10%; extended maturity date of July 27, 2019 25,000 25,000 Note payable - originating August 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of August 1, 2019 20,000 - Note payable - originating April 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 1, 2020 50,000 - Note payable - originating April 1, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 1, 2020 100,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 50,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 250,000 - Note payable - originating April 2, 2018; quarterly payments required; bearing interest at 10%; maturity date of April 2, 2020 50,000 - Total convertible notes payable, gross 1,805,000 1,430,000 Less: Debt discount (61,855 ) - Total convertible notes payable, net 1,743,145 1,430,000 Less: Current maturities (1,305,000 ) (1,430,000 ) Net amount due after one year $ 438,145 $ - [A] - note converted into common shares in June 2018. [B] - note was in default from August 26, 2016 to February 26, 2018, at which time the note regained compliance. |
SHAREHOLDERS' DEFICIT (Tables)
SHAREHOLDERS' DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Shareholders Deficit | |
Schedule of warrant activity | Weighted Weighted Average Number Average Remaining of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 - - Granted 260,892 $ 2.17 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2018 260,892 $ 2.17 5.4 $ - Exercisable, September 30, 2018 194,225 $ 2.35 4.9 $ - |
Schedule of valuation assumptions | For the Nine Months Ended September 30, 2018 2017 Expected term (years) 4.0 - 4.5 n/a Expected volatility 81.43% n/a Risk free interest rate 2.42 - 2.65% n/a Expected dividends - n/a Estimated annual forfeiture rate - n/a |
Schedule of stock option activity | Weighted Weighted Average Number Average Remaining of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 - - Granted 500,000 $ 1.25 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2018 500,000 $ 1.25 6.4 $ 125,000 Exercisable, September 30, 2018 175,000 $ 1.25 6.4 $ 43,750 |
Schedule of restricted stock activity | The following table summarizes restricted stock activity during the nine months ended September 30, 2018: Weighted Average Total Grant Grant Number Date Date of Fair Fair Shares Value Value Non-vested, December 31, 2017 25,000 $ 1.25 $ 31,250 Granted - - - Vested - - - Forfeited - - - Non-vested, September 30, 2018 25,000 $ 1.25 $ 31,250 |
OVERVIEW (Details Narrative)
OVERVIEW (Details Narrative) - USD ($) | Oct. 06, 2018 | Feb. 05, 2018 | Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Net loss | $ (493,992) | $ (183,161) | $ (1,518,182) | $ (925,910) | |||||
Net cash used in operating activities | (884,984) | (933,770) | |||||||
Cash | 30,615 | $ 167,815 | 30,615 | 167,815 | $ 179,675 | $ 172,769 | |||
Stockholders' deficit | (1,737,808) | (1,737,808) | $ (1,040,323) | ||||||
Working capital deficit | $ (1,798,541) | (1,798,541) | |||||||
Procceds from issuance of common stock and warrants | 210,000 | ||||||||
Subsequent Event [Member] | |||||||||
Proceeds from issuance of debt | $ 50,000 | ||||||||
Convertible promissory note [Member] | |||||||||
Proceeds from issuance of debt | $ 150,000 | $ 500,000 | 670,000 | $ 705,000 | |||||
Convertible promissory note [Member] | Subsequent Event [Member] | |||||||||
Proceeds from issuance of debt | 50,000 | ||||||||
Proceeds from sale of future cash receipts | $ 160,000 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies Details | ||
Options | $ 500,000 | |
Warrants | 260,892 | |
Convertible notes payable | 1,441,333 | 1,054,000 |
Total potentially dilutive shares | $ 2,202,225 | $ 1,054,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment, cost | $ 271,104 | $ 260,656 |
Less: accumulated depreciation | (166,640) | (139,735) |
Property and equipment, net | 104,464 | 120,921 |
Furniture, Computers and Equipment [Member] | ||
Property and equipment, cost | 268,404 | 257,956 |
Leasehold Improvements [Member] | ||
Property and equipment, cost | $ 2,700 | $ 2,700 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property And Equipment Details Narrative | ||||
Depreciation and amortization expense | $ 8,760 | $ 7,982 | $ 26,905 | $ 19,091 |
SOFTWARE DEVELOPMENT COSTS (Det
SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Software Development Costs Details | |||
Software development costs | $ 422,139 | $ 287,782 | |
Less: accumulated amortization | (145,889) | (92,531) | |
Software development costs, net | $ 276,250 | $ 195,251 | $ 195,251 |
SOFTWARE DEVELOPMENT COSTS (D_2
SOFTWARE DEVELOPMENT COSTS (Details 1) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Software Development Costs Details 1 | |||
2,018 | $ 32,073 | ||
2,019 | 115,620 | ||
2,020 | 78,486 | ||
2,021 | 50,071 | ||
Software development costs, net | $ 276,250 | $ 195,251 | $ 195,251 |
SOFTWARE DEVELOPMENT COSTS (D_3
SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Software Development Costs Details Narrative | ||||
Software development costs capitalized | $ 134,357 | $ 95,572 | ||
Amortization expense of software development costs | $ 17,773 | $ 18,589 | $ 53,358 | $ 43,639 |
INVESTMENT IN JOINT VENTURE (De
INVESTMENT IN JOINT VENTURE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Investment return in joint venture | $ 729 | $ 2,773 | |||
JV Agreement [Member] | |||||
Customer cash contribution, description | up to a maximum of $400,000 | ||||
JV Agreement [Member] | Company [Member] | |||||
Owner interest in joint venture | 32.00% | ||||
JV Agreement [Member] | Joint Venture Entity [Member] | |||||
Owner interest in joint venture | 68.00% | ||||
Service agreement [Member] | |||||
Software development revenue | $ 0 | $ 0 | 1,577 | 142,850 | |
Investment return in joint venture | $ 729 | $ 0 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Total convertible notes payable, gross | $ 1,805,000 | $ 1,430,000 | |
Less: Debt discount | (61,855) | ||
Total | 1,743,145 | 1,430,000 | |
Less: Current maturities | (1,305,000) | (1,430,000) | |
Amount due after one year | 438,145 | ||
Note Payable One [Member] | |||
Total convertible notes payable, gross | [1] | 12,500 | |
Note Payable Two [Member] | |||
Total convertible notes payable, gross | [1] | 20,000 | |
Note Payable Three [Member] | |||
Total convertible notes payable, gross | [1] | 100,000 | |
Note Payable Four [Member] | |||
Total convertible notes payable, gross | [1] | 100,000 | |
Note Payable Five [Member] | |||
Total convertible notes payable, gross | 100,000 | 100,000 | |
Note Payable Six [Member] | |||
Total convertible notes payable, gross | 25,000 | 25,000 | |
Note Payable Seven [Member] | |||
Total convertible notes payable, gross | 600,000 | 600,000 | |
Note Payable Eight [Member] | |||
Total convertible notes payable, gross | 150,000 | ||
Note Payable Nine [Member] | |||
Total convertible notes payable, gross | 60,000 | 60,000 | |
Note Payable Ten [Member] | |||
Total convertible notes payable, gross | [1] | 12,500 | |
Note Payable Eleven [Member] | |||
Total convertible notes payable, gross | 150,000 | 150,000 | |
Note Payable Twelve [Member] | |||
Total convertible notes payable, gross | 100,000 | 100,000 | |
Note Payable Thirteen [Member] | |||
Total convertible notes payable, gross | [1] | 25,000 | |
Note Payable Fourteen [Member] | |||
Total convertible notes payable, gross | [1] | 12,500 | |
Note Payable Fifteen [Member] | |||
Total convertible notes payable, gross | [1],[2] | 12,500 | |
Note Payable Sixteen [Member] | |||
Total convertible notes payable, gross | 75,000 | 75,000 | |
Note Payable Seventeen [Member] | |||
Total convertible notes payable, gross | 25,000 | 25,000 | |
Note Payable Eighteen [Member] | |||
Total convertible notes payable, gross | 20,000 | ||
Note Payable Nineteen [Member] | |||
Total convertible notes payable, gross | 50,000 | ||
Note Payable Twenty [Member] | |||
Total convertible notes payable, gross | 100,000 | ||
Note Payable Twenty One [Member] | |||
Total convertible notes payable, gross | 50,000 | ||
Note Payable Twenty Two [Member] | |||
Total convertible notes payable, gross | 250,000 | ||
Note Payable Twenty Three [Member] | |||
Total convertible notes payable, gross | $ 50,000 | ||
[1] | [A] - note converted into common shares in June 2018. | ||
[2] | [B] - note was in default from August 26, 2016 to February 26, 2018, at which time the note regained compliance. |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Jun. 06, 2018USD ($)$ / sharesshares | Feb. 05, 2018USD ($)$ / shares | Apr. 30, 2018USD ($)Number$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2018USD ($)Number$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Dec. 31, 2017USD ($) |
Amortization of debt discount | $ 20,400 | |||||||
Convertible promissory note [Member] | ||||||||
Proceeds from issuance of debt | $ 150,000 | $ 500,000 | 670,000 | $ 705,000 | ||||
Maturity date | Feb. 5, 2019 | Apr. 30, 2020 | ||||||
Conversion price | $ / shares | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | |||
Interest rate | 10.00% | 10.00% | ||||||
Number of notes | Number | 5 | |||||||
Debt conversion converted amount | $ 295,000 | |||||||
Debt conversion converted instrument, shares issued | shares | 236,000 | |||||||
Convertible promissory note [Member] | Minimum [Member] | ||||||||
Interest rate | 10.00% | 10.00% | ||||||
Convertible promissory note [Member] | Maximum [Member] | ||||||||
Interest rate | 12.00% | 12.00% | ||||||
Convertible promissory note [Member] | On August 1, 2018 [Member] | ||||||||
Proceeds from issuance of debt | $ 20,000 | |||||||
Maturity date | Aug. 1, 2019 | |||||||
Conversion price | $ / shares | $ 1.50 | $ 1.50 | ||||||
Interest rate | 10.00% | 10.00% | ||||||
Convertible promissory note [Member] | Warrant [Member] | ||||||||
Maturity date | Apr. 30, 2023 | |||||||
Number of notes | Number | 2 | |||||||
Common stock shares reserved for future issuance | shares | 125,000 | 125,000 | 125,000 | |||||
Exercise price | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | |||||
Beneficial conversion feature | $ 82,255 | |||||||
Convertible Notes Payable [Member] | ||||||||
Interest Expense | $ 62,692 | $ 42,466 | $ 176,776 | $ 113,677 | ||||
Amortization of debt discount | 10,353 | 20,401 | ||||||
Accrued interest | $ 32,230 | $ 32,230 | $ 20,928 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Options | |
Outstanding, December 31, 2017 | shares | |
Granted | shares | 260,892 |
Exercised | shares | |
Forfeited | shares | |
Expired | shares | |
Outstanding, September 30, 2018 | shares | 260,892 |
Exercisable, September 30, 2018 | shares | 194,225 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2017 | $ / shares | |
Granted | $ / shares | 2.17 |
Exercised | $ / shares | |
Forfeited | $ / shares | |
Expired | $ / shares | |
Outstanding, September 30, 2018 | $ / shares | 2.17 |
Exercisable, September 30, 2018 | $ / shares | $ 2.35 |
Weighted Average Remaining Life In Years | |
Weighted Average Remaining Life In Years, Outstanding, September 30, 2018 | 5 years 15 days |
Weighted Average Remaining Life In Years, Exercisable, September 30, 2018 | 4 years 10 months 25 days |
Intrinsic Value | |
Intrinsic Value, Outstanding, September 30, 2018 | $ | |
Intrinsic Value, Exercisable, September 30, 2018 | $ |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details 1) - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2018 | |
Expected volatility | 81.43% |
Expected dividends | |
Estimated annual forfeiture rate | |
Minimum [Member] | |
Expected term (years) | 4 years |
Risk free interest rate | 2.42% |
Maximum [Member] | |
Expected term (years) | 4 years 6 months |
Risk free interest rate | 2.65% |
SHAREHOLDERS' DEFICIT (Detail_2
SHAREHOLDERS' DEFICIT (Details 2) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Options | |
Outstanding, December 31, 2017 | shares | |
Granted | shares | 500,000 |
Exercised | shares | |
Forfeited | shares | |
Expired | shares | |
Outstanding, September 30, 2018 | shares | 500,000 |
Exercisable, September 30, 2018 | shares | 175,000 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2017 | $ / shares | |
Granted | $ / shares | 1.25 |
Exercised | $ / shares | |
Forfeited | $ / shares | |
Expired | $ / shares | |
Outstanding, September 30, 2018 | $ / shares | 1.25 |
Exercisable, September 30, 2018 | $ / shares | $ 1.25 |
Weighted Average Remaining Life In Years | |
Weighted Average Remaining Life In Years, Outstanding, September 30, 2018 | 6 years 4 months 24 days |
Weighted Average Remaining Life In Years, Exercisable, September 30, 2018 | 6 years 4 months 24 days |
Intrinsic Value | |
Intrinsic Value, Outstanding, December 31, 2017 | $ | |
Intrinsic Value, Outstanding, September 30, 2018 | $ | 125,000 |
Intrinsic Value, Exercisable, September 30, 2018 | $ | $ 43,750 |
SHAREHOLDERS' DEFICIT (Detail_3
SHAREHOLDERS' DEFICIT (Details 3) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Non-vested, December 31, 2017 | shares | 25,000 |
Granted | shares | |
Vested | shares | |
Forfeited | shares | |
Non-vested, September 30, 2018 | shares | 25,000 |
Weighted Average Grant Date Fair Value | |
Non-vested, December 31, 2017 | $ / shares | $ 1.25 |
Granted | $ / shares | |
Vested | $ / shares | |
Forfeited | $ / shares | |
Non-vested, September 30, 2018 | $ / shares | $ 1.25 |
Total Grant Date Fair Value | |
Non-vested, December 31, 2017 | $ | $ 31,250 |
Granted | $ | |
Vested | $ | |
Forfeited | $ | |
Non-vested, September 30, 2018 | $ | $ 31,250 |
SHAREHOLDERS' DEFICIT (Detail_4
SHAREHOLDERS' DEFICIT (Details Narrative) | Jun. 06, 2018USD ($)$ / sharesshares | Mar. 06, 2018$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 27, 2018USD ($)$ / sharesshares | Apr. 30, 2018Number$ / sharesshares | Feb. 28, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)Number$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Feb. 05, 2018$ / shares | Jan. 31, 2017USD ($)shares |
Number of treasury shares sold | shares | 309,500 | |||||||||||
Proceeds for sale of treasury shares | $ | $ 40,000 | $ 386,875 | ||||||||||
Number of treasury stock issued | shares | 210,000 | |||||||||||
Amount of treasury stock | $ | $ 200,000 | |||||||||||
Treasury stock, value | $ | $ 564,846 | $ 564,846 | ||||||||||
Warrant [Member] | ||||||||||||
Number of shares granted | shares | 260,892 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.17 | |||||||||||
Share based compensation expense | $ | $ 43,635 | $ 71,736 | ||||||||||
Warrant [Member] | On June 1, 2018 [Member] | Consulting agreement [Member] | ||||||||||||
Shares reserved for future issuance | shares | 100,000 | 100,000 | ||||||||||
Maturity period | 7 years | |||||||||||
Exercise price | $ / shares | $ 1.65 | $ 1.65 | ||||||||||
Vesting period, description | Monthly over a 12-month period | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Common stock shares contributed by related party | shares | 500,000 | |||||||||||
Accounts Payable [Member] | Chief Financial Officer [Member] | ||||||||||||
Debt conversion converted amount | $ | $ 5,350 | |||||||||||
Debt conversion converted instrument, shares issued | shares | 3,567 | |||||||||||
Accounts Payable [Member] | Chief Financial Officer [Member] | Warrant [Member] | ||||||||||||
Debt conversion converted instrument, shares issued | shares | 892 | |||||||||||
Conversion price | $ / shares | $ 2.50 | |||||||||||
Convertible promissory note [Member] | ||||||||||||
Debt conversion converted amount | $ | $ 295,000 | |||||||||||
Debt conversion converted instrument, shares issued | shares | 236,000 | |||||||||||
Conversion price | $ / shares | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | |||||||
Number of convertible promissory notes | Number | 5 | |||||||||||
Convertible promissory note [Member] | Warrant [Member] | ||||||||||||
Shares reserved for future issuance | shares | 125,000 | 125,000 | 125,000 | |||||||||
Maturity period | 5 years | |||||||||||
Exercise price | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||
Proceeds from issuance of convertible promissory note and warrants | $ | $ 500,000 | |||||||||||
Number of convertible promissory notes | Number | 2 | |||||||||||
Fair value of warrants | $ | $ 82,255 | $ 82,255 | ||||||||||
Chief Financial Officer [Member] | ||||||||||||
Number of treasury stock issued | shares | 500,000 | 500,000 | ||||||||||
Amount of treasury stock | $ | $ 564,846 | $ 564,846 | ||||||||||
Stock Option [Member] | ||||||||||||
Number of shares granted | shares | 500,000 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.25 | |||||||||||
Aggregate fair value of the options | $ / shares | 389,212 | |||||||||||
Weighted average fair value of options (in dollars per share) | $ / shares | $ 0.78 | |||||||||||
Stock option compensation expense | $ | 58,819 | 0 | $ 132,982 | 0 | ||||||||
Unrecognized compensation cost | $ | $ 256,230 | $ 256,230 | ||||||||||
Weighted average recognized term (in years) | 1 year 1 month 6 days | |||||||||||
Stock Option [Member] | Private Placement [Member] | ||||||||||||
Amount to be raised under private placement | $ | $ 990,000 | |||||||||||
Number of units to be sold | shares | 66 | |||||||||||
Unit Price | $ / shares | $ 15,000 | |||||||||||
Description for units to be issued under private placement | Each Unit consisting of: (i) 10,000 shares of the Company's common stock; and (ii) 2,500 five-year warrants to purchase shares of common stock at an exercise price of $2.50 per share | |||||||||||
Number of units sold | shares | 14 | |||||||||||
Description for units sold | Comprising 140,000 common shares and 35,000 five-year warrants to purchase shares of common stock at an exercise price of $2.50 per share | |||||||||||
Proceeds from sale of units | $ | $ 210,000 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Number of shares granted | shares | ||||||||||||
Weighted average fair value of options (in dollars per share) | $ / shares | ||||||||||||
Weighted average recognized term (in years) | 3 months 18 days | |||||||||||
Restricted stock awards compensation expense | $ | 7,877 | $ 0 | $ 23,374 | $ 0 | ||||||||
Unrecognized compensation cost | $ | $ 5,822 | $ 5,822 | ||||||||||
Employment Agreement [Member] | Stock Option [Member] | Chief Financial Officer [Member] | ||||||||||||
Number of shares granted | shares | 500,000 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.25 | |||||||||||
Description of shares vesting rights | (i) 200,000 options vest in twelve equal monthly increments on the last calendar day of each month with the first vesting date being March 31, 2018, subject to continued employment on each applicable vesting date; and (ii) 300,000 options vest in thirty-six equal monthly increments on the last calendar day of each month with the first vesting date being March 31, 2018, subject to continued employment on each applicable vesting date |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 06, 2018 | Sep. 30, 2018 |
Chief Financial Officer [Member] | Employment Agreement [Member] | ||
Agreement term | 3 years | |
Consultant [Member] | Consulting agreement [Member] | On June 1, 2018 [Member] | ||
Agreement term | 1 year | |
Periodic retainer payable under agreement | $ 5,500 | |
Frequency of periodic retainer | Monthly | |
Class of warrants or rights issuable under agreement | 100,000 | |
Exercise price | $ 1.65 | |
Vesting period | 12 months | |
Consultant [Member] | Consulting agreement [Member] | On July 1, 2018 [Member] | ||
Periodic retainer payable under agreement | $ 1,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Advances from related party | $ 40,000 | |
Repayments of advances from related party | (40,000) | (10,000) |
Chief Executive Officer [Member] | ||
Advances from related party | 40,000 | |
Repayments of advances from related party | 40,000 | 10,000 |
Consulting services expenses | $ 5,245 | $ 6,330 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details Narrative) - Defined contribution savings plan [Member] - Consultant [Member] - On July 1, 2018 [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Description for condition to participate in plan | Employees who have attained at least 21 years of age and have completed two months of service with us are generally eligible to participate in the plan. Participants may make pre-tax contributions to the plan from their eligible earnings up to the annual maximum amounts as set periodically by the Internal Revenue Service. We may contribute to the plan at the discretion of our board of directors. Currently, employer contributions amount to 0% of a participant's eligible compensation | |
Contribution made to the plan | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 06, 2018 | Oct. 24, 2018 | Oct. 19, 2018 |
Proceeds from issuance of debt | $ 50,000 | ||
Maturity date | Feb. 6, 2019 | ||
Interest rate | 30.00% | ||
Purchase and sale of future receipts agreement [Member] | |||
Advances received against future revenues | $ 160,000 | ||
Future revenues | 219,200 | ||
Proceeds from future revenues | $ 158,400 | ||
Percentage of origination fee | 1.00% | ||
Periodic debits of the purchased amount | $ 7,014 | ||
Frequency of periodic debits | Weekly |