Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jul. 03, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Helix TCS, Inc. | ||
Entity Central Index Key | 1,611,277 | ||
Trading Symbol | HLIX | ||
Amendment Flag | true | ||
Amendment Description | Helix TCS, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission (the “SEC”), on April 17, 2017 (the “Original Filing”). The Company is filing this Amendment No. 1 to reflect corrections of the following (i) an error regarding the share count balance as of December 31, 2014, due to rounding performed for the 1 for 4 reverse stock split effective October 27, 2015; (ii) an error regarding the number of shares of common stock issued during the year ended December 31, 2015; and (iii) the omission of the issuance of 150,000 shares of common stock to a non-employee of the Company for services provided. Although the Company does not believe the errors identified above materially impacted the Company’s consolidated financial statements, the Company has, nevertheless, made the requisite corrections to the financial statements and related footnote disclosures and updated the Management Discussion and Analysis Section accordingly. This Amendment No. 1 includes updated information to the preceding cover page, this explanatory note, the signature page and certifications required to be filed as exhibits to this Amendment. Additionally, changes were made to clarify certain disclosure in Items 1, 1A, 5, 7, Part III, Items 11, 12, 13 and Part IV. No other information included in the Original Filing on Form 10-K is amended by this Form 10-K/A. | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 921,044 | ||
Entity Common Stock, Shares Outstanding | 28,644,522 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 57,841 | $ 154,282 |
Accounts receivable, net | 257,974 | 94,779 |
Prepaid expenses | 16,648 | |
Total current assets | 315,815 | 265,709 |
Property and equipment, net | 55,600 | 54,357 |
Intangible assets, net | 279,744 | |
Deposits | 20,290 | 20,008 |
Total assets | 671,449 | 340,074 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 106,600 | 2,256 |
Advances from related party | 76,500 | |
Deferred rent | 4,243 | |
Convertible note payable | 470,000 | |
Convertible note payable - related party | 274,574 | |
Obligation pursuant to acquisition | 178,090 | |
Total current liabilities | 1,110,007 | 2,256 |
Long-term liabilities | ||
Convertible notes payable, net of current portion | 90,436 | |
Total long-term liabilities | 90,436 | |
Total liabilities | 1,110,007 | 92,692 |
Shareholders' equity (deficit): | ||
Preferred stock (Class A), $.001 par value, 20,000,000 shares authorized; 1,000,000 issued and outstanding as of December 31, 2016 and 2015 | 1,000 | 1,000 |
Common stock; par value $0.001; 200,000,000 shares authorized; 28,533,411 shares issued and outstanding as of December 31, 2016; 23,203,211 shares issued and outstanding as of December 31, 2015 | 28,533 | 23,203 |
Additional paid-in capital | 7,107,630 | 539,134 |
Accumulated deficit | (7,575,721) | (315,955) |
Total shareholders' equity (deficit) | (438,558) | 247,382 |
Total liabilities and shareholders' equity (deficit) | $ 671,449 | $ 340,074 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 28,533,441 | 23,203,211 |
Common stock, shares outstanding | 28,533,441 | 23,203,211 |
Preferred stock (Class A) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 2,121,600 | $ 244,898 |
Cost of revenue | 1,835,156 | 219,824 |
Gross margin | 286,444 | 25,074 |
Operating expenses: | ||
General and administrative | 530,580 | 162,144 |
Salaries and wages | 466,411 | 82,146 |
Professional and legal fees | 1,811,642 | 100,683 |
Depreciation and amortization | 60,489 | 5,620 |
Total operating expenses | 2,869,122 | 350,593 |
Loss from operations | (2,582,678) | (325,519) |
Other (expense) income: | ||
Change in fair value of convertible note | 9,564 | |
Change in fair value of convertible note - related party | (124,574) | |
Interest expense | (28,682) | |
Loss on fair value of liability of shares to be issued | (415,366) | |
Loss on induced conversion of convertible notes | (2,830,143) | |
Loss on impairment of intangibles | (1,278,323) | |
Other (expense), income, net | (4,677,088) | 9,564 |
Net loss | $ (7,259,766) | $ (315,955) |
Net loss per common share - basic and diluted | $ (0.27) | $ (0.20) |
Weighted average common shares outstanding - basic and diluted | 26,723,656 | 1,568,387 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) | Total | Preferred Stock (Class A) | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at Dec. 31, 2014 | $ 977 | $ (977) | |||
Beginning Balance, Shares at Dec. 31, 2014 | 977,180 | ||||
Issuance of common stock per share purchase agreement | 51,700 | $ 2,225 | 49,475 | ||
Issuance of common stock per share purchase agreement, Shares | 2,225,000 | ||||
Issuance of preferred stock (Class A) as part of reorganization | 1,000 | $ 1,000 | |||
Issuance of preferred stock (Class A) as part of reorganization, Shares | 1,000,000 | ||||
Issuance of common stock as part of reorganization | 510,616 | $ 20,000 | 490,616 | ||
Issuance of common stock as part of reorganization, Shares | 20,000,000 | ||||
Issuance of common stock on the open market | 21 | $ 1 | 20 | ||
Issuance of common stock on the open market, Shares | 1,031 | ||||
Net loss | (315,955) | (315,955) | |||
Ending Balance at Dec. 31, 2015 | 247,382 | $ 1,000 | $ 23,203 | 539,134 | (315,955) |
Ending balance, Shares at Dec. 31, 2015 | 1,000,000 | 23,203,211 | |||
Issuance of common stock per share purchase agreement | 510,143 | $ 2,087 | 508,056 | ||
Issuance of common stock per share purchase agreement, Shares | 2,087,000 | ||||
Issuance of common stock to non-employees | 1,876,902 | $ 528 | 1,876,374 | ||
Issuance of common stock to non-employees, Shares | 528,200 | ||||
Issuance of common stock pursuant to acquisition | 944,875 | $ 2,395 | 942,480 | ||
Issuance of common stock pursuant to acquisition, Shares | 2,395,000 | ||||
Issuance of common stock upon conversion of notes payable | 3,142,049 | $ 320 | 3,141,729 | ||
Issuance of common stock upon conversion of notes payable, Shares | 320,000 | ||||
Warrant issuance to related party | 99,857 | 99,857 | |||
Net loss | (7,259,766) | (7,259,766) | |||
Ending Balance at Dec. 31, 2016 | $ (438,558) | $ 1,000 | $ 28,533 | $ 7,107,630 | $ (7,575,721) |
Ending balance, Shares at Dec. 31, 2016 | 1,000,000 | 28,533,411 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,259,766) | $ (315,955) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 60,489 | 5,620 |
Bad debt expense | 31,767 | |
Change in fair value of convertible notes | 124,574 | (9,564) |
Loss on fair value of liability of shares to be issued | 415,366 | |
Loss on induced conversion of convertible notes | 2,830,143 | |
Loss on impairment of intangibles | 1,278,323 | |
Non-employee stock compensation expense | 1,446,536 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (194,962) | (94,779) |
Prepaid expenses | 16,648 | (17,218) |
Deposits | (282) | (20,008) |
Accounts payable and accrued expenses | (91,204) | (24,023) |
Deferred rent | 4,243 | |
Net cash used in operating activities | (1,338,125) | (475,927) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired pursuant to reorganization | 512,737 | |
Purchase of property and equipment | (23,049) | (34,249) |
Payments pursuant to acquisition | (171,910) | |
Net cash (used in) provided by investing activities | (194,959) | 478,488 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 850,000 | 100,000 |
Proceeds from issuance of common stock pursuant to share purchase agreements | 510,143 | 51,700 |
Proceeds from issuance of common stock on the open market | 21 | |
Advances from shareholders | 76,500 | |
Net cash provided by financing activities | 1,436,643 | 151,721 |
Net change in cash | (96,441) | 154,282 |
Cash, beginning of year | 154,282 | |
Cash, end of year | 57,841 | 154,282 |
Supplemental disclosure of cash and non-cash transactions: | ||
Common stock issued pursuant to reorganization stock issued for acquisition | 511,616 | |
Common stock issued pursuant to acquisition | 944,875 | |
Common stock issued pursuant to convertible notes payable | $ 3,142,049 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Helix TCS, Inc. (the “Company” or “Helix”) was incorporated in Delaware on March 13, 2014. Pursuant to the acquisition of the assets of Helix TCS, LLC, as discussed below, we changed our name from Jubilee4 Gold, Inc. to Helix TCS, Inc. effective October 25, 2015. Effective October 25, 2015, we entered into an acquisition and exchange agreement with Helix TCS LLC. We closed the transaction contemplated under the Agreement on December 23, 2015 and Helix TCS, LLC was merged into and with Helix. Effective October 1, 2015, for accounting purposes, as part of an acquisition amounting to a reorganization dated December 21, 2015, Helix Opportunities LLC exchanged 100% of Helix TCS, LLC and its wholly-owned subsidiaries, Security Consultants Group, LLC and Boss Security Solutions, Inc. to the Company in exchange for 20 million common shares and 1 million convertible preferred shares of the Company. The Acquisition Agreement of Helix TCS, LLC was treated as a recapitalization for financial accounting purposes. Jubilee4 Gold, Inc. is considered the acquiree for accounting purposes and their historical financial statements before the Acquisition Agreement were replaced with the historical financial statements of the Company. The common stock account of the Company continues post-merger, while the retained earnings of the acquiree is eliminated. The historical information of the Helix TCS, Inc. is presented for comparative purposes. Helix TCS, LLC was formed in 2015 and therefore has no operations in prior year. Furthermore, effective, April 11, 2016 the Company acquired the assets of Revolutionary Software, LLC (see Note 6). |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2016 | |
Revision of Prior Period Financial Statements [Abstract] | |
Revision of Prior Period Financial Statements | 2. Revision of Prior Period Financial Statements The Company corrected certain immaterial errors in its financial statements contained herein. In accordance with ASC 650-10-S99 and S55 (formerly Staff Accounting Bulletins (“SAB”) No. 99 and No. 108), Accounting Changes and Error Corrections, the Company concluded that these errors were, individually, and in the aggregate, not material, quantitatively or qualitatively, to the financial statements in these periods. In October 2015, the Company’s stockholders’ and its Board of Directors approved a 1 for 4 reverse split of the Company’s common stock. The reverse split was effective on October 27, 2015. Prior to the reverse split the Company had 3,908,617 shares issued and outstanding. Upon further review and reconciliation of the Company’s transfer agent reports it was determined that due to rounding, the share count as of December 31, 2014 was understated by 26 shares of common stock. The balance at December 31, 2014 of common stock was originally reported at 977,154 and revised as 977,180. During the year ended December 31, 2015, the Company issued common stock on the open market. Upon further review and reconciliation of the Company’s transfer agent reports it was determined that the share count was overstated by 56 shares of common stock. The total issuance of common stock on the open market for the year ended December 31, 2015 was originally reported as 1,087 shares of common stock and is being revised as 1,031. Furthermore, during the year ended December 31, 2016, the Company issued 150,000 shares of restricted common stock to a third party for professional consulting services rendered that was not accounted for. The Company performed an evaluation of the 150,000 shares of restricted common stock and determined they should be accounted for in accordance with ASC 718, Compensation – Stock Based Compensation Equity Based Payments to Non-Employees The following table summarizes the effects of the revision as of and for the year ended December 31, 2016. The revision had no net effect on the cash flows of the Company. For the Year Ended Previously Reported Adjustments Revised Consolidated Balance Sheet Common stock $ 28,383 $ 150 $ 28,533 Additional paid-in capital $ 7,052,070 $ 55,560 $ 7,107,630 Accumulated deficit $ (7,520,011 ) $ (55,710 ) $ (7,575,721 ) Consolidated Statement of Operations Professional and legal fees $ 1,755,932 $ 55,710 $ 1,811,642 Net loss $ (7,204,056 ) $ (55,710 ) $ (7,259,766 ) Consolidated Statement of Shareholders' Equity (Deficit) Issuance of common stock to non-employees $ 378 $ 150 $ 528 Consolidated Statement of Cash Flows Non-employee stock compensation expense $ 1,390,826 $ 55,710 $ 1,446,536 |
Going Concern Uncertainty, Fina
Going Concern Uncertainty, Financial Condition and Management's Plans | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern Uncertainty, Financial Condition and Management's Plans [Abstract] | |
Going Concern Uncertainty, Financial Condition and Management's Plans | 3. Going Concern Uncertainty, Financial Condition and Management’s Plans The Company believes that there is substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next 12 months. The Company believes that its ability to continue operations depends on its ability to sustain and grow revenue and results of operations as well as its ability to access capital markets when necessary to accomplish the Company’s strategic objectives. The Company believes that the Company will continue to incur losses for the immediate future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company may need additional equity or debt financing until the Company can achieve profitability and positive cash flows from operating activities, if ever. At December 31, 2016, the Company had a working capital deficit of approximately $794,192, as compared to working capital of approximately $263,453 at December 31, 2015. The decrease of $1,057,645 in the Company’s working capital from December 31, 2015 to December 31, 2016 was primarily the result of an increase in convertible notes payable (see Note 11). The Company’s future capital requirements for its operations will depend on many factors, including the profitability of its businesses, the number and cash requirements of other acquisition candidates that the Company pursues, and the costs of operations. The Company has been investing in expanding its operation in new states, its courier service in Colorado, and transforming the assets acquired from Revolutionary Software. The Company’s management has taken several actions to ensure that it will have sufficient liquidity to meet its obligations through December 31, 2017, including growing and diversifying its revenue streams, selectively reducing expenses, and discussing additional funding with potential investors. Additionally, if the Company’s actual revenues are less than forecasted, the Company anticipates that variable expenses will also decline, and the Company’s management can implement expense reduction as necessary. The Company is evaluating other measures to further improve its liquidity, including the sale of equity or debt securities. Lastly, the Company may elect to reduce certain related-party and third-party debt by converting such debt into common shares. The Company’s management believes that these actions will enable the Company to meet its liquidity requirements through December 31, 2017. There is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations during 2017. The Company plans to generate positive cash flow from its recently-completed asset acquisition to address some of the liquidity concerns. However, to execute the Company’s business plan, service existing indebtedness and implement its business strategy, the Company anticipates that it will need to obtain additional financing from time to time and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. The Company cannot be sure that any additional funding, if needed, will be available on terms favorable to the Company or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute the Company’s current stockholders’ ownership and could also result in a decrease in the market price of the Company’s common stock. The terms of those securities issued by the Company in future capital transactions may be more favorable to new investors and may include the issuance of warrants or other derivative securities, which may have a further dilutive effect. The Company also may be required to recognize non-cash expenses in connection with certain securities it issues, such as convertible notes and warrants, which may adversely impact the Company’s operating results and financial condition. Furthermore, any debt financing, if available, may subject the Company to restrictive covenants and significant interest costs. There can be no assurance that the Company will be able to raise additional capital, when needed, to continue operations in their current form. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include Helix TCS, LLC (“Helix TCS”) (since October 2015), Security Consultants Group, LLC (“Security Consultants”) (since October 2015), Boss Security Solutions, Inc. (“Boss Security”) (since October 2015), and Revolutionary Software, LLC (“Revolutionary”) (since April 2016). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Use of estimates includes the following: 1) allowance for doubtful accounts, 2) estimated useful lives of property, equipment and intangible assets, 3) intangibles impairment, 4) valuation of convertible notes payable and 5) revenue recognition. Actual results could differ from estimates. Cash Cash consists of checking accounts. The Company considers all highly-liquid investments purchased with a maturity of three months or less at the time of purchase to be cash. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Management charges balances off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Allowance for doubtful accounts was $31,767 and $0 at December 31, 2016 and 2015, respectively. Long-Lived Assets, Including Definite Intangible Assets Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of non-compete agreements and customer relationships. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. Accounting for Acquisitions In accordance with the guidance for business combinations, the Company determines whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations. Revenue Recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists, (2) the services have been rendered to the customer, (3) the sales price is fixed or determinable and, (4) collectability is reasonably assured. The Company’s revenues are principally derived from providing security services to its clientele. The security services revenue is generated from performing armed and unarmed guarding which is contracted for on an hourly basis. Revenues associated with these contracted services are recognized under time-based arrangements as services are provided. Additionally, the Company provides transportation security services, which are generally contracted for on a per run basis and sometimes additional fees and surcharges are also billed to the client depending on the length of the run. Revenues associated with these services are recognized as the transportation service is provided. The Company generates advertising revenues from consumer advertising on its Cannabase platform. Revenue is recognized over the contract period associated with each specific advertising campaign. Expenses Cost of Revenue The cost of revenue is the total cost incurred to obtain a sale and the cost of the goods or services sold. Cost of revenue primarily consisted of hourly compensation for security personal. Operating Expenses Operating expenses encompass selling general and administrative expenses, salaries and wages, professional and legal fees and depreciation. Selling, general and administrative expenses consist primarily of rent/moving expenses, advertising and travel expenses. Salaries and wages is composed of non-revenue generating employees. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing and outsourcing services as well as the costs related to being a publicly traded company. Other (Expense) Income, net Other (expense) income, net consisted of change in fair value of convertible note, change in fair value of convertible note – related party, interest expense, loss on induced conversion of convertible notes and loss on impairment of intangibles. Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives are 3 years for vehicles and 5 years for furniture and equipment. Maintenance and repairs are expensed as incurred and major improvements are capitalized. When assets are sold, or retired, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in other income. Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities. Advertising Advertising costs are expensed as incurred and included in selling, general and administrative expenses and amounted to $71,056 and $7,854 for the years ended December 31, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the years ended December 31, 2016 and 2015. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement - Financial instruments classified as liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income. Share-based Compensation In accordance with ASC 718, Compensation – Stock Based Compensation Equity Based Payments to Non-Employees Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: ● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are unobservable for the asset or liability. Certain assets and liabilities of the Company are required to be recorded at fair value either on a recurring or non-recurring basis. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction based on market participants. The following section describes the valuation methodologies that the Company used to measure, for disclosure purposes, its financial instruments at fair value. Convertible notes payable The fair value of the Company’s convertible notes payable, approximated the carrying value as of December 31, 2016 and December 31, 2015. Factors that the Company considered when estimating the fair value of its debt included market conditions and the term of the debt. The level of the debt would be considered as Level 2. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts receivable, prepaid expenses, deposits, accounts payable and accrued liabilities, advances from shareholders and obligation pursuant to acquisition approximate their fair value due to the short-term maturity of those item. Earnings (Loss) per Share The Company follows ASC 260, Earnings Per Share Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the years ended December 31, 2015 and 2016 as their effect would be anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of warrants, options, convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. The anti-dilutive shares of common stock outstanding for years ended December 31, 2016 and 2015 were as follows: For the Years Ended 2016 (Revised) 2015 (Revised) Potentially dilutive securities: Convertible notes payable 96,822 1,412,429 Convertible preferred stock 17,120,047 13,921,927 Warrants 1,920,000 - Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. From March through December 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment. In May 2017, the FASB issued ASU No 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2016 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 5. Reverse Recapitalization On October 9, 2015, the Company executed the Purchase Agreement, with Jubilee4 Gold, Inc. (“Jubilee4 Gold”), a then non-reporting shell corporation. The Purchase Agreement was treated as a recapitalization for financial accounting purposes. Jubilee4 Gold, Inc. is considered the acquiree for accounting purposes and their historical financial statements before the Purchase Agreement will be replaced with the historical financial statements of the Company. The common stock account of the Company continues post-merger, while the retained earnings of the acquiree is eliminated. The historical information of the Helix TCS, Inc. is presented for comparative purposes. Helix TCS, Inc. was formed in 2015. Since the transaction is considered a reverse recapitalization, the presentation of pro-forma financial information was not required. All share and per share amounts have been retroactively restated to the earliest periods presented to reflect the transaction. At the recapitalization date, Jubilee4 Gold sold 1,944,000 restricted shares of its Common Stock for $148,300 and issued 8,900,000 shares of its Common Stock for $51,700, from which certain Purchase Agreement expenses were paid. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Asset Acquisition [Abstract] | |
Asset Acquisition | 6. Asset Acquisition The acquisition of the assets of Revolutionary Software, LLC occurred via two transactions. 1. On March 14, 2016, the Company purchased one-third of the equity interest in Revolutionary for total consideration of $350,000 in cash and 75,000 shares of common stock of the Company. $50,000 was paid in cash at closing, with the balance ($300,000) being paid in twenty-four monthly installments of $10,417, with a final payment of $50,000 to be paid on the twenty-fifth month. As of December 31, 2016, the Company owed the initial seller $178,090. 2. On April 11, 2016, the Company entered into an asset purchase agreement with Revolutionary; in which the Company purchased all of the intangible rights and property of Revolutionary for total consideration of $300,000 payable in two equal installments pursuant to a promissory note and 2,320,000 shares of restricted common stock of the Company. As of December 31, 2016, the Company owed the initial seller $0. The total purchase price for the Revolutionary assets acquired was $1,596,750. The acquisition cost has been allocated over the intangible assets acquired in accordance with the guidance set forth in ASC 805, Business Combinations |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | 7. Prepaid Expenses As of December 31, 2016 and 2015, prepaid expenses consisted of the following: December 31, 2016 2015 Prepaid expenses $ - $ 8,578 Prepaid insurance - 8,070 Total prepaid expenses $ - $ 16,648 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net At December 31, 2016 and 2015, property and equipment consisted of the following: December 31, 2016 2015 Furniture and equipment $ 14,731 $ 59,977 Vehicles 68,295 - Total 83,026 59,977 Less: Accumulated depreciation (27,426 ) (5,620 ) Property and equipment, net $ 55,600 $ 54,357 Depreciation expense for the years ended December 31, 2016 and 2015 was $21,806 and $5,620, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 9. Intangible Assets, Net The following table summarizes the Company’s intangible assets as of December 31, 2016: December 31, 2016 Estimated Useful Life (Years) Carrying Assets Acquired (1) Impairment (2) Accumulated Amortization Net Book Value In-process software 5 $ - $ 800,500 $ (800,500 ) $ - $ - Database 5 - 571,250 (477,823 ) (13,464 ) 79,963 Trade names 10 - 100,000 - (7,205 ) 92,795 Web addresses 5 - 125,000 - (18,014 ) 106,986 $ - $ 1,596,750 $ (1,278,323 ) $ (38,683 ) $ 279,744 (1) On April 11, 2016, the Company acquired various assets of Revolutionary Software, LLC (See “Note 6”). (2) During the second quarter for the year ended December 31, 2016, the Company performed the two-step indefinite lived impairment test and determined the in-process software and database acquired failed both tests. Based on the testing performed, the Company recorded a non-cash impairment charge of $1,278,323. The Company uses the straight-line method to determine the amortization expense for its definite lived intangible assets. Amortization expense related to the purchased intangible assets was $38,683 and $0 for the years ended December 31, 2016 and 2015, respectively. The estimated future amortization expense for the next five years and thereafter is as follows: Years Ending December 31, Future Minimum Lease Payments 2017 $ 73,899 2018 76,020 2019 78,142 2020 80,263 2021 13,436 Total $ 321,760 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | 10. Accounts Payable and Accrued Expenses As of December 31, 2016 and 2015, accounts payable and accrued expenses consisted of the following: December 31, 2016 2015 Accounts payable $ 83,308 $ 2,256 Accrued expenses 14,805 - Accrued interest 8,487 - Total $ 106,600 $ 2,256 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | 11. Convertible Notes Payable December 31, 2016 2015 Note One, 7% convertible promissory note, unsecured, maturing December 31, 2017 $ - $ 90,436 Note Two, 7% convertible promissory note, unsecured, maturing December 31, 2017 - - Note Three, 7% convertible promissory note, unsecured, maturing December 31, 2017 - - Note Four, 0% convertible promissory note, unsecured, maturing November 1, 2016, net of debt discount for debt issuance costs 470,000 - 470,000 90,436 Less: Current portion (470,000 ) - Long-term portion $ - $ 90,436 On December 16, 2015, the Company entered into an Unsecured Convertible Promissory Note (“Note One”) with an investor (the “Investor”). The Investor provided the Company with $100,000 in cash, and the Company promised to pay the principal amount, together with interest at an annual rate of 7%, with principal and accrued interest on Note One due and payable on December 31, 2017 (unless converted under terms and provisions as set forth below). The principal balance of Note One was convertible at the election of the Investor, in whole or in part, at any time or from time to time, into the Company’s common stock at a forty percent (40%) discount to the average market closing price for the previous five (5) trading days, preceding the date of conversion election. The Company evaluated Note One in accordance with ASC 480, Distinguishing Liabilities from Equity On December 18, 2015, the Company entered into an Unsecured Convertible Promissory Note (“Note Two”) with a second investor (the “Second Investor”). The Second Investor provided the Company with $100,000 in cash, which was received by the Company during the year ended December 31, 2016. The Company promised to pay the principal amount, together with interest at the annual rate of 7%, with principal and accrued interest on Note Two due and payable on December 31, 2017 (unless converted under terms and provisions as set forth below). The principal balance of Note Two was convertible at the election of the Second Investor, in whole or in part, at any time or from time to time, into the Company’s common stock at a forty percent (40%) discount to the average market closing price for the previous five (5) trading days, preceding the date of conversion election. On December 31, 2016, the Company and the Second Investor of Note Two entered into an Amendment and Extension Agreement (“Amended Note Two”). Per Amendment Note Two, the conversion rate under Note Two was amended to a new conversion rate of $1.00 per common share, for the outstanding principal balance and any accrued and unpaid interest to date. If the Second Investor elects to convert the entire outstanding principal balance of the note on or before ten (10) days from the date of the Amended Note Two, the Second Investor of Note Two receives the right to purchase 50,000 restricted shares of common stock of the Company at $1.00 per share, for cash. On December 31, 2016, the Amended Note Two was converted into 107,000 shares of restricted common stock. In addition, the Investor elected to purchase 50,000 restricted shares of common stock of the Company, which the Company received proceeds of $50,000 (“Amended Note Two Subscription”) (See Note 13). In accordance with ASC 470, the Company recorded a loss on induced conversion associated with the Amended Note Two and Amended Note Two Subscription of $1,003,751. The interest expense associated with Note Two was $7,000 and $268 for the year ended December 31, 2016 and 2015, respectively. On February 12, 2016, the Company entered into an Unsecured Convertible Promissory Note (“Note Three”) with a third investor (the “Third Investor”). The Third Investor provided the Company with $100,000 in cash, and the Company promised to pay the principal amount, together with interest at an annual rate of 7%, with principal and accrued interest on Note Three due and payable on December 31, 2017 (unless converted under terms and provisions as set forth below). The principal balance of Note Three was convertible at the election of the Third Investor, in whole or in part, at any time or from time to time, into the Company’s common stock at a forty percent (40%) discount to the average market closing price for the previous five (5) trading days, preceding the date of conversion election. On December 31, 2016, the Company and the Investor of Note Three entered into an Amendment and Extension Agreement (“Amended Note Three”). Per Amendment Note Three, the conversion rate under Note Three was amended to a new conversion rate of $1.00 per share, for the outstanding principal balance and any accrued and unpaid interest to date. If the Investor elects to convert the entire outstanding principal balance of the note on or before ten (10) days from the date of the Amended Note Three, the Investor of Note Three receives the right to purchase 25,000 restricted shares of common stock of the Company at $1.00 per common share, for cash. On December 31, 2016, the Amended Note Three was converted into 106,000 shares of restricted common stock. In addition, the Investor elected to purchase 25,000 restricted shares of common stock of the Company, which the Company received proceeds of $25,000 (“Amended Note Three Subscription”) (See Note 13). In accordance with ASC 470, the Company recorded a loss on induced conversion associated with the Amended Note Three and Amended Note Three Subscription of $882,641. The interest expense associated with Note Three was $6,195 for the year ended December 31, 2016. On September 30, 2016, the Company entered into an Unsecured Convertible Promissory Note (“Note Four”) with a fourth investor (the “Fourth Investor”) in which the Fourth Investor provided the Company $500,000 in cash, which was received by the Company during the quarter ended December 31, 2016. In the absence of a Company Event of Default or Holder Event of Default, Note Four is payable by issuance upon conversion into Class B Preferred Shares of the Company, which was to occur no later than November 1, 2016. Note Four had the following conversion features: ● Automatic Conversion. ● Company Default. ● Holder Default. The Company evaluated Note Four in accordance with ASC 480, Distinguishing Liabilities from Equity |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Advances from Related Parties The Company has a loan outstanding from Helix Opportunities. The advance does not accrue interest and has no definite repayment terms. The loan balance was $76,500 as of December 31, 2016. Convertible Note Payable On March 11, 2016, the Company entered into an Unsecured Convertible Promissory Note (“Note Five”) with Paul Hodges, a Director of the Company (the “Related Party Holder”). The Related Party Holder provided the Company with $150,000 in cash, and the Company promised to pay the principal amount, together with interest at an annual rate of 7%, with principal and accrued interest on Note Five due and payable on December 31, 2017 (unless converted under terms and provisions as set forth below). The principal balance of Note Five was convertible at the election of the Related Party Holder, in whole or in part, at any time or from time to time, into the Company’s common stock at a forty percent (40%) discount to the average market closing price for the previous five (5) trading days, preceding the date of conversion election. The Company evaluated Note Five in accordance with ASC 480, Distinguishing Liabilities from Equity Warrants In March 2016, the Company issued 960,000 shares of restricted common stock to the Related Party Holder per a subscription agreement for total proceeds of $150,000. In conjunction with the subscription agreement, the Company issued a warrant to the Related Party Holder to purchase 1,920,000 restricted shares of the Company’s common stock at $0.16 per share. The Warrant Exercise Date is the later of the following to occur (i) March 9, 2017, (ii) ten (10) days after the Company’s notice to the holder of the warrant that the Company shall have an effective S-1 registration with the SEC; or (iii) ten (10) days after Company’s notice to the holder of the warrants that the Company has entered into an agreement for the sale of substantially all the assets or Common Stock of the Company. As of December 31, 2016, the warrants granted are not exercisable. A summary of warrant activity is as follows: December 31, 2016 Warrant Shares Weighted Balance at beginning of year - $ - Warrants granted 1,920,000 $ 0.16 Balance at end of year 1,920,000 $ 0.16 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders’ Equity (Deficit) [Abstract] | |
Shareholders' Equity (Deficit) | 13. Shareholders’ Equity (Deficit) Reverse Split (Revised) In October 2015, the Company’s shareholders and its Board of Directors approved a 1 for 4 reverse split of the Company’s common stock. The reverse split was effective on October 27, 2015. Prior to the reverse split the Company had 3,908,617 shares issued and outstanding, post-split the Company had 977,180 shares issued and outstanding. Preferred Stock (Class A) In October 2015, the Company issued a total of 1,000,000 shares of its Class A Preferred Stock as part of a reorganization in which Helix Opportunities LLC contributed 100% of itself and its wholly-owned subsidiaries, Security Consultants Group, LLC and Boss Security Solutions, Inc. to the Company in exchange for 1,000,000 convertible preferred shares of the Company. The Class A Preferred Stock includes super majority voting rights and are convertible into 60% of the Company’s common stock. Common Stock (Revised) In conjunction with the reorganization noted above, on October 1, 2015, the Company issued a total of 20,000,000 shares of its restricted common stock as part of a reorganization in which Helix Opportunities LLC contributed 100% of Helix TCS, LLC, and its wholly-owned subsidiary, Security Consultants Group, LLC and Boss Security Solutions, Inc., to the Company. In October 2015, the Company issued a total of 2,225,000 shares of its common stock as part of a purchase agreement for $51,700. In November 2015, the Company issued 1,031 shares of its common stock for $21. In February 2016, the Company issued 100,000 shares of restricted common stock to a third-party consultant that assisted the Company in fundraising efforts. Subsequently, in March 2016, the Company issued 100,000 shares of restricted common stock to the same third-party consultant. In March 2016, the Company issued 960,000 shares of restricted common stock to a Director of the Company per a subscription agreement for total proceeds of $150,000. In March 2016, the Company issued 75,000 shares of restricted common stock in conjunction with the asset acquisition as disclosed in Note 6. In March 2016, the Company issued 150,000 shares of restricted common stock to a series of third-party consultants for consulting services rendered. In April 2016, the Company issued 714,286 shares of restricted common stock to an investor per a subscription agreement for total proceeds of $250,000. In April 2016, the Company issued 287,714 shares of restricted common stock to an investor per a subscription agreement for total proceeds of $100,000. In April 2016, the Company issued 2,320,000 shares of restricted common stock in conjunction with the asset acquisition as disclosed in Note 6. In October 2016, the Company issued a total of 178,200 shares of restricted common stock to a series of third-party consultants that assisted the Company in fundraising efforts. In December 2016, the Company issued 107,000 shares of restricted common stock to the Investor in Note One in conjunction with a conversion of Note One. In addition, The Investor in Note One was issued 50,000 shares of restricted common stock per a subscription agreement for total proceeds of $50,000 (see Note 12). In December 2016, the Company issued 107,000 shares of restricted common stock to the Investor in Note Two in conjunction with a conversion of Note Two. In addition, The Investor in Note Two was issued 50,000 shares of restricted common stock per a subscription agreement for total proceeds of $50,000 (see Note 12). In December 2016, the Company issued 106,000 shares of restricted common stock to the Investor in Note Three in conjunction with a conversion of Note Three. In addition, The Investor in Note Three was issued 25,000 shares of restricted common stock per a subscription agreement for total proceeds of $25,000 (see Note 12). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 14. Income Taxes No provision for U.S. federal or state income taxes has been recorded as the Company has incurred net operating losses since inception. Significant components of the Company’s net deferred income tax assets as of December 31, 2016 and 2015 consist of income tax loss carryforwards. These amounts are available for carryforward for use in offsetting taxable income of future years through 2035. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry-forward period. Utilization of the net operating loss carry-forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. Due to the Company’s history of operating losses, these deferred tax assets arising from the future tax benefits are currently not likely to be realized and are thus reduced to zero by an offsetting valuation allowance. As a result, there is no provision for income taxes. As of December 31, 2016 and 2015, the Company has a net operating loss carry forwards of approximately $3,400,000 and $300,000, respectively. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382. The Company applied a 100% valuation reserve against the deferred tax benefit as the realization of the benefit is not certain. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies The Company is obligated under an operating lease agreement for an office facility in Colorado, which expires on February 28, 2021. Rent expense incurred under the Company’s operating leases amount to $78,962 and $14,728 during the years ended December 31, 2016 and 2015, respectively. Future minimum payments of the Company’s operating lease are as follows: Years Ending December 31, Future Minimum Lease Payments 2017 $ 73,899 2018 76,020 2019 78,142 2020 80,263 2021 13,436 Total $ 321,760 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In February 2017, the Company and RedDiamond Partners LLC (“RedDiamond”) entered into two secured convertible promissory notes totaling $208,333, an Investment Agreement, a Registration Rights Agreement, a Securities Purchase Agreement, a Subsidiary Guarantee, and a Security Agreement (the “Transaction Documents”). The Company executed a secured 10% convertible promissory note with RedDiamond, in the principal amount of $183,333 (“RedDiamond Note 1”) with a maturity date of September 12, 2017, along with a secured 10% convertible promissory note in the principal amount of $25,000 (“RedDiamond Note 2”) with a maturity date of September 13, 2017 (collectively, the “RedDiamond Notes”). In consideration for RedDiamond acting as financing agent, the Company and RedDiamond entered into a Securities Purchase Agreement, whereby the Company agreed to issue 25,000 warrants to purchase one share of the Company’s common stock each, exercisable at $1.00 per share, subject to adjustment. The warrants will expire after 5 years. On May 17, 2017, the Company entered into that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Helix Opportunities, LLC (the “Majority Stockholder”), and RSF4, LLC, a Delaware limited liability company (the “Purchaser” or “Investor”). Pursuant to the Purchase Agreement, the Company sold to the Purchaser an aggregate of 7,318,084 shares of the Company Series B Preferred Stock for the following consideration (i) the conversion of an outstanding note in the principal aggregate amount of $500,000 issued by the Company in favor of an affiliate of Purchaser into 1,540,649 shares of Series B Preferred Stock and (ii) $1,875,000 in cash for the issuance of 5,777,434 shares of the Company Series B Preferred Stock. In accordance with the terms of the Purchase Agreement, the Company, the Majority Stockholder, and the Investor also entered into (i) an Investors Rights Agreement (the “Investors Rights Agreement”), (ii) a Right of First Refusal and Co- Sale Agreement (the “ROFR Agreement”), and (iii) a Voting Agreement (the “Voting Agreement” together with the Purchase Agreement, Investor Rights Agreement and ROFR Agreement the “Transaction Documents”). Pursuant to the terms of the Transaction Documents the Company and the Majority Stockholder covenanted to effectuate the amendment and restatement of the Certificates of Designations of Rights and Privileges of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and to designate the new terms, rights, preferences, privileges, qualifications, limitations and restrictions of the Company’s Series A Preferred Stock (the “Amended and Restated Series A Preferred Certificate of Designations”). On June 2, 2017, Helix TCS, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Security Grade Protective Services, LTD. ("Security Grade"), and the following members of Security Grade, each, an individual: Derek Porter, David Beckett, Guy Cerasoli, David Keyes, Ryan Shields, and Mark Mergo (such members, collectively, the “Sellers”). Pursuant to the Purchase Agreement, upon the closing of the Purchase Agreement (the “Closing”), which took place on June 2, 2017 (the “Closing Date”), the Company purchased from Sellers 100% of the membership interests of Security Grade, comprised of both Class A and Class B Units (collectively the “Units”), in exchange for the following (collectively, the “Purchase Price”): (i) Cash consideration to be allocated among the Sellers pro rata in accordance with their ownership and the terms of the Purchase Agreement (the “Cash Consideration”), paid pursuant to the following schedule: (a) $800,000 due at Closing (b) $800,000 due sixty (60) days following the Closing Date; and (c) $500,372.52 due nine (9) months following the Closing Date; (ii) options to purchase 207,427 shares of the Company’s common stock at a strike price of $0.001, to be allocated to the Sellers on the Closing Date (the “Initial Options”); and (iii) additional options to purchase an additional 207,427 shares of the Company’s common stock, par value $0.001, at a strike price of $0.001, to be allocated to the Sellers sixty one days after closing, subject to no material customer identified in the Purchase Agreement terminating its contractual relationship with the Company and that all contracts with such material customers are in full force and effect without default or cancellation as of the sixtieth (60th) day following the Closing Date (the “Future Options”, and, together with the Initial Options, the “Options”). All of the Options have a term of 36 months and vest within one year of the Closing Date and are subject to reduction and or forfeiture in the event of termination, cancellation or default of any contract with one or more Material Customers (as defined in the Purchase Agreement) within the first sixty (60) days following the Closing Date, as more fully described in the Purchase Agreement. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include Helix TCS, LLC (“Helix TCS”) (since October 2015), Security Consultants Group, LLC (“Security Consultants”) (since October 2015), Boss Security Solutions, Inc. (“Boss Security”) (since October 2015), and Revolutionary Software, LLC (“Revolutionary”) (since April 2016). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Use of estimates includes the following: 1) allowance for doubtful accounts, 2) estimated useful lives of property, equipment and intangible assets, 3) intangibles impairment, 4) valuation of convertible notes payable and 5) revenue recognition. Actual results could differ from estimates. |
Cash | Cash Cash consists of checking accounts. The Company considers all highly-liquid investments purchased with a maturity of three months or less at the time of purchase to be cash. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Management charges balances off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Allowance for doubtful accounts was $31,767 and $0 at December 31, 2016 and 2015, respectively. |
Long-Lived Assets, Including Definite Intangible Assets | Long-Lived Assets, Including Definite Intangible Assets Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of non-compete agreements and customer relationships. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. |
Accounting for Acquisitions | Accounting for Acquisitions In accordance with the guidance for business combinations, the Company determines whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists, (2) the services have been rendered to the customer, (3) the sales price is fixed or determinable and, (4) collectability is reasonably assured. The Company’s revenues are principally derived from providing security services to its clientele. The security services revenue is generated from performing armed and unarmed guarding which is contracted for on an hourly basis. Revenues associated with these contracted services are recognized under time-based arrangements as services are provided. Additionally, the Company provides transportation security services, which are generally contracted for on a per run basis and sometimes additional fees and surcharges are also billed to the client depending on the length of the run. Revenues associated with these services are recognized as the transportation service is provided. The Company generates advertising revenues from consumer advertising on its Cannabase platform. Revenue is recognized over the contract period associated with each specific advertising campaign. |
Expenses | Expenses Cost of Revenue The cost of revenue is the total cost incurred to obtain a sale and the cost of the goods or services sold. Cost of revenue primarily consisted of hourly compensation for security personal. Operating Expenses Operating expenses encompass selling general and administrative expenses, salaries and wages, professional and legal fees and depreciation. Selling, general and administrative expenses consist primarily of rent/moving expenses, advertising and travel expenses. Salaries and wages is composed of non-revenue generating employees. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing and outsourcing services as well as the costs related to being a publicly traded company. Other (Expense) Income, net Other (expense) income, net consisted of change in fair value of convertible note, change in fair value of convertible note – related party, interest expense, loss on induced conversion of convertible notes and loss on impairment of intangibles. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives are 3 years for vehicles and 5 years for furniture and equipment. Maintenance and repairs are expensed as incurred and major improvements are capitalized. When assets are sold, or retired, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in other income. |
Contingencies | Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. |
Leases | Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities. |
Advertising | Advertising Advertising costs are expensed as incurred and included in selling, general and administrative expenses and amounted to $71,056 and $7,854 for the years ended December 31, 2016 and 2015, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the years ended December 31, 2016 and 2015. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement - Financial instruments classified as liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income. |
Share-based Compensation | Share-based Compensation In accordance with ASC 718, Compensation – Stock Based Compensation Equity Based Payments to Non-Employees |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: ● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are unobservable for the asset or liability. Certain assets and liabilities of the Company are required to be recorded at fair value either on a recurring or non-recurring basis. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction based on market participants. The following section describes the valuation methodologies that the Company used to measure, for disclosure purposes, its financial instruments at fair value. Convertible notes payable The fair value of the Company’s convertible notes payable, approximated the carrying value as of December 31, 2016 and December 31, 2015. Factors that the Company considered when estimating the fair value of its debt included market conditions and the term of the debt. The level of the debt would be considered as Level 2. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts receivable, prepaid expenses, deposits, accounts payable and accrued liabilities, advances from shareholders and obligation pursuant to acquisition approximate their fair value due to the short-term maturity of those item. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company follows ASC 260, Earnings Per Share Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the years ended December 31, 2015 and 2016 as their effect would be anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of warrants, options, convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. The anti-dilutive shares of common stock outstanding for years ended December 31, 2016 and 2015 were as follows: For the Years Ended 2016 (Revised) 2015 (Revised) Potentially dilutive securities: Convertible notes payable 96,822 1,412,429 Convertible preferred stock 17,120,047 13,921,927 Warrants 1,920,000 - |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. From March through December 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment. In May 2017, the FASB issued ASU No 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Revision of Prior Period Fina24
Revision of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Revision of Prior Period Financial Statements [Abstract] | |
Schedule of the revision prior period adjustments | For the Year Ended Previously Reported Adjustments Revised Consolidated Balance Sheet Common stock $ 28,383 $ 150 $ 28,533 Additional paid-in capital $ 7,052,070 $ 55,560 $ 7,107,630 Accumulated deficit $ (7,520,011 ) $ (55,710 ) $ (7,575,721 ) Consolidated Statement of Operations Professional and legal fees $ 1,755,932 $ 55,710 $ 1,811,642 Net loss $ (7,204,056 ) $ (55,710 ) $ (7,259,766 ) Consolidated Statement of Shareholders' Equity (Deficit) Issuance of common stock to non-employees $ 378 $ 150 $ 528 Consolidated Statement of Cash Flows Non-employee stock compensation expense $ 1,390,826 $ 55,710 $ 1,446,536 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of anti-dilutive shares of common stock outstanding | For the Years Ended 2016 (Revised) 2015 (Revised) Potentially dilutive securities: Convertible notes payable 96,822 1,412,429 Convertible preferred stock 17,120,047 13,921,927 Warrants 1,920,000 - |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | December 31, 2016 2015 Prepaid expenses $ - $ 8,578 Prepaid insurance - 8,070 Total prepaid expenses $ - $ 16,648 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment | December 31, 2016 2015 Furniture and equipment $ 14,731 $ 59,977 Vehicles 68,295 - Total 83,026 59,977 Less: Accumulated depreciation (27,426 ) (5,620 ) Property and equipment, net $ 55,600 $ 54,357 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | December 31, 2016 Estimated Useful Life (Years) Carrying Assets Acquired (1) Impairment (2) Accumulated Amortization Net Book Value In-process software 5 $ - $ 800,500 $ (800,500 ) $ - $ - Database 5 - 571,250 (477,823 ) (13,464 ) 79,963 Trade names 10 - 100,000 - (7,205 ) 92,795 Web addresses 5 - 125,000 - (18,014 ) 106,986 $ - $ 1,596,750 $ (1,278,323 ) $ (38,683 ) $ 279,744 (1) On April 11, 2016, the Company acquired various assets of Revolutionary Software, LLC (See “Note 6”). (2) During the second quarter for the year ended December 31, 2016, the Company performed the two-step indefinite lived impairment test and determined the in-process software and database acquired failed both tests. Based on the testing performed, the Company recorded a non-cash impairment charge of $1,278,323. |
Schedule of estimated future amortization expense | The estimated future amortization expense for the next five years and thereafter is as follows: Years Ending December 31, Future Minimum Lease Payments 2017 $ 73,899 2018 76,020 2019 78,142 2020 80,263 2021 13,436 Total $ 321,760 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, 2016 2015 Accounts payable $ 83,308 $ 2,256 Accrued expenses 14,805 - Accrued interest 8,487 - Total $ 106,600 $ 2,256 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | December 31, 2016 2015 Note One, 7% convertible promissory note, unsecured, maturing December 31, 2017 $ - $ 90,436 Note Two, 7% convertible promissory note, unsecured, maturing December 31, 2017 - - Note Three, 7% convertible promissory note, unsecured, maturing December 31, 2017 - - Note Four, 0% convertible promissory note, unsecured, maturing November 1, 2016, net of debt discount for debt issuance costs 470,000 - 470,000 90,436 Less: Current portion (470,000 ) - Long-term portion $ - $ 90,436 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of warrant activity | December 31, 2016 Warrant Shares Weighted Balance at beginning of year - $ - Warrants granted 1,920,000 $ 0.16 Balance at end of year 1,920,000 $ 0.16 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum payments of operating lease | Years Ending December 31, Future Minimum Lease Payments 2017 $ 73,899 2018 76,020 2019 78,142 2020 80,263 2021 13,436 Total $ 321,760 |
Description of Business (Detail
Description of Business (Details) | Oct. 01, 2015 |
Description of Business (Textual) | |
Exchanged percentage of Helix TCS | 100.00% |
Business acquisition, Description | Effective October 1, 2015, for accounting purposes, as part of an acquisition amounting to a reorganization dated December 21, 2015, Helix Opportunities LLC exchanged 100% of Helix TCS, LLC and its wholly-owned subsidiaries, Security Consultants Group, LLC and Boss Security Solutions, Inc. to the Company in exchange for 20 million common shares and 1 million convertible preferred shares of the Company. |
Revision of Prior Period Fina34
Revision of Prior Period Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Balance Sheet | ||
Common stock | $ 28,533 | $ 23,203 |
Additional paid-in capital | 7,107,630 | 539,134 |
Accumulated deficit | (7,575,721) | (315,955) |
Consolidated Statement of Operations | ||
Professional and legal fees | 1,811,642 | 100,683 |
Net loss | (7,259,766) | $ (315,955) |
Consolidated Statement of Shareholders' Equity (Deficit) | ||
Issuance of common stock to non-employees | 1,876,902 | |
Consolidated Statement of Cash Flows | ||
Non-employee stock compensation expense | 1,446,536 | |
Previously Reported [Member] | ||
Consolidated Balance Sheet | ||
Common stock | 28,383 | |
Additional paid-in capital | 7,052,070 | |
Accumulated deficit | (7,520,011) | |
Consolidated Statement of Operations | ||
Professional and legal fees | 1,755,932 | |
Net loss | (7,204,056) | |
Consolidated Statement of Shareholders' Equity (Deficit) | ||
Issuance of common stock to non-employees | 378 | |
Consolidated Statement of Cash Flows | ||
Non-employee stock compensation expense | 1,390,826 | |
Adjustments [Member] | ||
Consolidated Balance Sheet | ||
Common stock | 150 | |
Additional paid-in capital | 55,560 | |
Accumulated deficit | (55,710) | |
Consolidated Statement of Operations | ||
Professional and legal fees | 55,710 | |
Net loss | (55,710) | |
Consolidated Statement of Shareholders' Equity (Deficit) | ||
Issuance of common stock to non-employees | 150 | |
Consolidated Statement of Cash Flows | ||
Non-employee stock compensation expense | 55,710 | |
Revised [Member] | ||
Consolidated Balance Sheet | ||
Common stock | 28,533 | |
Additional paid-in capital | 7,107,630 | |
Accumulated deficit | (7,575,721) | |
Consolidated Statement of Operations | ||
Professional and legal fees | 1,811,642 | |
Net loss | (7,259,766) | |
Consolidated Statement of Shareholders' Equity (Deficit) | ||
Issuance of common stock to non-employees | 528 | |
Consolidated Statement of Cash Flows | ||
Non-employee stock compensation expense | $ 1,446,536 |
Revision of Prior Period Fina35
Revision of Prior Period Financial Statements (Details Textual) - USD ($) | Oct. 01, 2015 | Mar. 31, 2016 | Nov. 30, 2015 | Oct. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Revision of Prior Period Financial Statements (Textual) | |||||||
Issued of common stock, shares | 28,533,441 | 23,203,211 | |||||
Issuance of common stock, shares | 20,000,000 | ||||||
Shares of restricted common stock | 960,000 | 150,000 | |||||
Professional and legal fees | $ 1,811,642 | $ 100,683 | |||||
Increase in common stock | 28,533 | 23,203 | |||||
Additional paid-in capital | 7,107,630 | $ 539,134 | |||||
Revised [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Issuance of common stock, shares | 977,180 | 1,031 | |||||
Professional and legal fees | 1,811,642 | ||||||
Increase in common stock | 28,533 | ||||||
Additional paid-in capital | 7,107,630 | ||||||
Adjustments [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Professional and legal fees | 55,710 | ||||||
Increase in common stock | 150 | ||||||
Additional paid-in capital | $ 55,560 | ||||||
Prior to Reverse Split [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Shares, issued | 3,908,617 | ||||||
Shares, outstanding | 3,908,617 | ||||||
Restricted Stock [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Shares of restricted common stock | 150,000 | ||||||
Restricted Stock One [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Shares of restricted common stock | 150,000 | ||||||
Common Stock [Member] | |||||||
Revision of Prior Period Financial Statements (Textual) | |||||||
Reverse split of common stock | 1 for 4 reverse split | ||||||
Shares, outstanding | 977,180 | 28,533,411 | 23,203,211 | ||||
Issued of common stock, shares | 26 | 56 | |||||
Issuance of common stock, shares | 1,031 | 2,225,000 | 977,154 | 1,087 |
Going Concern Uncertainty, Fi36
Going Concern Uncertainty, Financial Condition and Management's Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Going Concern Uncertainty, Financial Condition and Management's Plans (Textual) | ||
Working capital deficit | $ 794,192 | $ 263,453 |
Working capital decrease | $ 1,057,645 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants [Member] | ||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,920,000 | |
Convertible notes payable [Member] | ||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 96,822 | 1,412,429 |
Convertible preferred stock [Member] | ||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 17,120,047 | 13,921,927 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||
Allowance for doubtful accounts | $ 31,767 | $ 0 |
Lease agreements, description | (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. | |
Selling, general and administrative expenses | $ 71,056 | $ 7,854 |
Vehicles [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 3 years | |
Furniture and equipment [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment estimated useful lives | 5 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) | Oct. 09, 2015 | Oct. 01, 2015 | Mar. 31, 2016 | Dec. 31, 2016 |
Reverse Recapitalization (Textual) | ||||
Restricted shares issued, shares | 960,000 | 150,000 | ||
Common stock issued, shares | 20,000,000 | |||
Jubilee4 Gold, Inc. [Member] | ||||
Reverse Recapitalization (Textual) | ||||
Restricted shares issued, shares | 1,944,000 | |||
Restricted shares issued | $ 148,300 | |||
Common stock issued, shares | 8,900,000 | |||
Common stock issued | $ 51,700 |
Asset Acquisition (Details)
Asset Acquisition (Details) - USD ($) | Apr. 11, 2016 | Mar. 14, 2016 | Dec. 31, 2016 |
Asset Acquisition (Textual) | |||
Total consideration | $ 300,000 | $ 350,000 | |
Acquisition of assets, description | On April 11, 2016, the Company entered into an asset purchase agreement with Revolutionary; in which the Company purchased all of the intangible rights and property of Revolutionary for total consideration of $300,000 payable in two equal installments pursuant to a promissory note and 2,320,000 shares of restricted common stock of the Company. As of December 31, 2016, the Company owed the initial seller $0. | On March 14, 2016, the Company purchased one-third of the equity interest in Revolutionary for total consideration of $350,000 in cash and 75,000 shares of common stock of the Company. $50,000 was paid in cash at closing, with the balance ($300,000) being paid in twenty-four monthly installments of $10,417, with a final payment of $50,000 to be paid on the twenty-fifth month. As of December 31, 2016, the Company owed the initial seller $178,090. | |
Total purchase price for assets acquired | $ 1,596,750 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses [Abstract] | ||
Prepaid expenses | $ 8,578 | |
Prepaid insurance | 8,070 | |
Total prepaid expenses | $ 16,648 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property and Equipment, Net [Line Items] | ||
Total | $ 83,026 | $ 59,977 |
Less: Accumulated depreciation | (27,426) | (5,620) |
Property and equipment, net | 55,600 | 54,357 |
Furniture and equipment [Member] | ||
Property and Equipment, Net [Line Items] | ||
Total | 14,731 | 59,977 |
Vehicles [Member] | ||
Property and Equipment, Net [Line Items] | ||
Total | $ 68,295 |
Property and Equipment, Net (43
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment, Net (Textual) | ||
Depreciation expense | $ 21,806 | $ 5,620 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Intangible Assets, Net [Line Items] | |||
Carrying Amount at 12/31/2015 | |||
Assets Acquired | 1,596,750 | ||
Impairment | (1,278,323) | ||
Accumulated Amortization | (38,683) | ||
Net Book Value | $ 279,744 | ||
In-process Software [Member] | |||
Intangible Assets, Net [Line Items] | |||
Estimated Useful Life (Years) | 5 years | ||
Carrying Amount at 12/31/2015 | |||
Assets Acquired | [1] | 800,500 | |
Impairment | [2] | (800,500) | |
Accumulated Amortization | |||
Net Book Value | |||
Database [Member] | |||
Intangible Assets, Net [Line Items] | |||
Estimated Useful Life (Years) | 5 years | ||
Carrying Amount at 12/31/2015 | |||
Assets Acquired | [1] | 571,250 | |
Impairment | [2] | (477,823) | |
Accumulated Amortization | (13,464) | ||
Net Book Value | $ 79,963 | ||
Trade Names [Member] | |||
Intangible Assets, Net [Line Items] | |||
Estimated Useful Life (Years) | 10 years | ||
Carrying Amount at 12/31/2015 | |||
Assets Acquired | [1] | 100,000 | |
Impairment | [2] | ||
Accumulated Amortization | (7,205) | ||
Net Book Value | $ 92,795 | ||
Web addresses [Member] | |||
Intangible Assets, Net [Line Items] | |||
Estimated Useful Life (Years) | 5 years | ||
Carrying Amount at 12/31/2015 | |||
Assets Acquired | [1] | 125,000 | |
Impairment | [2] | ||
Accumulated Amortization | (18,014) | ||
Net Book Value | $ 106,986 | ||
[1] | On April 11, 2016, the Company acquired various assets of Revolutionary Software, LLC (See "Note 6"). | ||
[2] | During the second quarter for the year ended December 31, 2016, the Company performed the two-step indefinite lived impairment test and determined the in-process software and database acquired failed both tests. Based on the testing performed, the Company recorded a non-cash impairment charge of $1,278,323. |
Intangible Assets, Net (Detai45
Intangible Assets, Net (Details 1) | Dec. 31, 2016USD ($) |
Intangible Assets, Net [Abstract] | |
2,017 | $ 73,899 |
2,018 | 76,020 |
2,019 | 78,142 |
2,020 | 80,263 |
2,021 | 13,436 |
Total | $ 321,760 |
Intangible Assets, Net (Detai46
Intangible Assets, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets, Net (Textual) | ||
Non-cash impairment charges | $ 1,278,323 | |
Amortization expense related to intangible assets | $ 38,683 | $ 0 |
Accounts Payable and Accrued 47
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable | $ 83,308 | $ 2,256 |
Accrued expenses | 14,805 | |
Accrued interest | 8,487 | |
Total | $ 106,600 | $ 2,256 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 470,000 | $ 90,436 |
Less: Current portion | (470,000) | |
Long-term portion | 90,436 | |
Note One, 7% convertible promissory note, unsecured, maturing December 31, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 90,436 | |
Note Two, 7% convertible promissory note, unsecured, maturing December 31, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | ||
Note Three, 7% convertible promissory note, unsecured, maturing December 31, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | ||
Note Four, 0% convertible promissory note, unsecured, maturing November 1, 2016, net of debt discount for debt issuance costs [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 470,000 |
Convertible Notes Payable (De49
Convertible Notes Payable (Details Textual) | Feb. 12, 2016USD ($)TradingDays | Dec. 18, 2015USD ($)TradingDays | Dec. 16, 2015USD ($)TradingDays | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)TradingDays$ / sharesshares | Dec. 31, 2015USD ($) |
Unsecured Convertible Promissory Note One [Member] | Investor [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Unsecured convertible promissory note | $ 100,000 | |||||
Annual interest rate on debt | 7.00% | |||||
Convertible notes payable, due date | Dec. 31, 2017 | |||||
Discount on debt conversion, description | Forty percent (40%) discount to the average market closing price. | |||||
Trading days related to conversion of debt | TradingDays | 5 | 10 | ||||
Fair value of liability | $ 90,436 | |||||
Change in fair value liability | 9,546 | |||||
Debt instrument conversion price, per share | $ / shares | $ 1 | |||||
Restricted shares of common stock | shares | 50,000 | |||||
Purchase price of stock, per share | $ / shares | $ 1 | |||||
Common stock conversion, description | The Amended Note One was converted into 107,000 shares of restricted common stock. In addition, the Investor elected to purchase 50,000 restricted shares of common stock of the Company, which the Company received proceeds of $50,000. | |||||
Induced conversion of convertible debt | $ 1,003,751 | |||||
Interest expense on convertible debt | $ 7,000 | 307 | ||||
Unsecured Convertible Promissory Note Two [Member] | Investor Two [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Unsecured convertible promissory note | $ 100,000 | |||||
Annual interest rate on debt | 7.00% | |||||
Convertible notes payable, due date | Dec. 31, 2017 | |||||
Discount on debt conversion, description | Forty percent (40%) discount to the average market closing price. | |||||
Trading days related to conversion of debt | TradingDays | 5 | 10 | ||||
Debt instrument conversion price, per share | $ / shares | $ 1 | |||||
Restricted shares of common stock | shares | 50,000 | |||||
Purchase price of stock, per share | $ / shares | $ 1 | |||||
Common stock conversion, description | The Amended Note Two was converted into 107,000 shares of restricted common stock. In addition, the Investor elected to purchase 50,000 restricted shares of common stock of the Company, which the Company received proceeds of $50,000. | |||||
Induced conversion of convertible debt | $ 1,003,751 | |||||
Interest expense on convertible debt | $ 7,000 | $ 268 | ||||
Unsecured Convertible Promissory Note Three [Member] | Investor Three [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Unsecured convertible promissory note | $ 100,000 | |||||
Annual interest rate on debt | 7.00% | |||||
Convertible notes payable, due date | Dec. 31, 2017 | |||||
Discount on debt conversion, description | Forty percent (40%) discount to the average market closing price. | |||||
Trading days related to conversion of debt | TradingDays | 5 | 10 | ||||
Debt instrument conversion price, per share | $ / shares | $ 1 | |||||
Restricted shares of common stock | shares | 25,000 | |||||
Purchase price of stock, per share | $ / shares | $ 1 | |||||
Common stock conversion, description | The Amended Note Three was converted into 106,000 shares of restricted common stock. In addition, the Investor elected to purchase 25,000 restricted shares of common stock of the Company, which the Company received proceeds of $25,000. | |||||
Induced conversion of convertible debt | $ 882,641 | |||||
Interest expense on convertible debt | $ 6,195 | |||||
Unsecured Convertible Promissory Note Four [Member] | Investor Four [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Unsecured convertible promissory note | $ 500,000 | |||||
Fair value of liability | $ 500,000 | |||||
Convertible preferred stock, terms of conversion, Description | (i) At any time prior to December 31, 2016, convert the aggregate outstanding principal amount of Note Four into Class B Preferred Shares equal to 6.3% of the Company's equity capital calculated on a fully-diluted basis, or (ii) at any time commencing on January 1, 2017 and ending on March 31, 2017, have Note Four redeemed for cash at a redemption price, in aggregate, equal to 150% of the aggregate principal outstanding balance of Note Four or (iii) to convert Note Four into common shares of the Company equal to 6.3% of the Company's equity capital calculated on a fully-diluted basis. In the event the Holder does not elect any remedy in the event of a Company Event of Default, on March 31, 2017 the Note shall be converted in whole into common shares of the Company equal to 6.3% of the Company's equity capital calculated on a fully-diluted basis. | |||||
Aggregate principal amount of investment | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Related Party Transactions [Abstract] | |
Warrant Shares, Balance at beginning of year | shares | |
Warrant Shares, Warrants granted | shares | 1,920,000 |
Warrant Shares, Balance at end of year | shares | 1,920,000 |
Weighted Average Exercise Price, Balance at beginning of year | $ / shares | |
Weighted Average Exercise Price, Warrants granted | $ / shares | 0.16 |
Weighted Average Exercise Price, Balance at end of year | $ / shares | $ 0.16 |
Related Party Transactions (D51
Related Party Transactions (Details Textual) | Mar. 11, 2016USD ($)TradingDays | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Related Party Transactions (Textual) | ||||
Related party loan balance | $ 76,500 | |||
Fair value of liability | 274,574 | |||
Change in fair value of convertible note - related party | (124,574) | |||
Interest expense | $ 8,487 | |||
Shares of restricted common stock | shares | 960,000 | 150,000 | ||
Total proceeds | $ 150,000 | |||
Warrants to purchase shares | shares | 1,920,000 | 1,920,000 | ||
Common stock per share | $ / shares | $ 0.16 | $ 0.16 | ||
Warrant exercise date, description | The Warrant Exercise Date is the later of the following to occur (i) March 9, 2017, (ii) ten (10) days after the Company's notice to the holder of the warrant that the Company shall have an effective S-1 registration with the SEC; or (iii) ten (10) days after Company's notice to the holder of the warrants that the Company has entered into an agreement for the sale of substantially all the assets or Common Stock of the Company. As of December 31, 2016, the warrants granted are not exercisable. | |||
Note Five [Member] | Related Party Holder [Member] | ||||
Related Party Transactions (Textual) | ||||
Principal amount | $ 150,000 | |||
Annual rate of interest | 7.00% | |||
Convertible notes payable, due date | Dec. 31, 2017 | |||
Trading days related to conversion of common stock | TradingDays | 5 | |||
Discount on debt conversion, description | Forty percent (40%) discount to the average market closing price. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) - USD ($) | Oct. 01, 2015 | Dec. 31, 2016 | Oct. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Oct. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Convertible preferred shares | 1,000,000 | ||||||||||
Common stock issued, shares | 20,000,000 | ||||||||||
Shares of restricted common stock | 960,000 | 150,000 | |||||||||
Preferred Class A [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock majority voting rights | The Class A Preferred Stock includes super majority voting rights and are convertible into 60% of the Company's common stock. | ||||||||||
Preferred Class A [Member] | Helix TCS, LLC [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Preferred Class A [Member] | Security Consultants Group, LLC [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Convertible preferred shares | 1,000,000 | ||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Preferred Class A [Member] | Boss Security Solutions, Inc. [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Convertible preferred shares | 1,000,000 | ||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares, outstanding | 28,533,411 | 977,180 | 28,533,411 | 23,203,211 | |||||||
Reverse split of common stock | 1 for 4 reverse split | ||||||||||
Common stock issued | $ 21 | $ 51,700 | |||||||||
Common stock issued, shares | 1,031 | 2,225,000 | 977,154 | 1,087 | |||||||
Prior to Reverse Split [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares, issued | 3,908,617 | 3,908,617 | |||||||||
Shares, outstanding | 3,908,617 | 3,908,617 | |||||||||
Post-split [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares, issued | 977,154 | 977,154 | |||||||||
Shares, outstanding | 977,154 | 977,154 | |||||||||
Restricted Shares [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 150,000 | ||||||||||
Common stock in conjunction with asset acquisition, shares | 2,320,000 | 75,000 | |||||||||
Restricted Shares [Member] | Investor [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 714,286 | ||||||||||
Restricted common stock, total proceeds | $ 250,000 | ||||||||||
Restricted Shares [Member] | Investor [Member] | Conversion of Note One [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock with conversion of note | 107,000 | ||||||||||
Restricted Shares [Member] | Investor [Member] | Conversion of Note Two [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock with conversion of note | 107,000 | ||||||||||
Restricted Shares [Member] | Investor [Member] | Conversion of Note Three [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock with conversion of note | 106,000 | ||||||||||
Restricted Shares [Member] | Director [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 960,000 | ||||||||||
Restricted common stock, total proceeds | $ 150,000 | ||||||||||
Restricted Shares [Member] | Investor One [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 287,714 | ||||||||||
Restricted common stock, total proceeds | $ 100,000 | ||||||||||
Restricted Shares [Member] | Investor One [Member] | Conversion of Note One [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 50,000 | ||||||||||
Restricted common stock, total proceeds | $ 50,000 | ||||||||||
Restricted Shares [Member] | Investor One [Member] | Conversion of Note Two [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 50,000 | ||||||||||
Restricted common stock, total proceeds | $ 50,000 | ||||||||||
Restricted Shares [Member] | Investor One [Member] | Conversion of Note Three [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 25,000 | ||||||||||
Restricted common stock, total proceeds | $ 25,000 | ||||||||||
Restricted Shares [Member] | Third-party consultant [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 100,000 | 100,000 | |||||||||
Stock issued for fundraising efforts | 178,200 | ||||||||||
Restricted Shares [Member] | Common Stock [Member] | Helix TCS, LLC [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Restricted Shares [Member] | Common Stock [Member] | Security Consultants Group, LLC [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Restricted Shares [Member] | Common Stock [Member] | Boss Security Solutions, Inc. [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Equity method investment ownership percentage | 100.00% | ||||||||||
Restricted Stock One [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 150,000 | ||||||||||
Restricted Stock One [Member] | Third-party consultant [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of restricted common stock | 150,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Tax carryforward, description | Amounts are available for carryforward for use in offsetting taxable income of future years through 2035. | |
Reduced to offsetting valuation allowance | $ 0 | |
Net operating loss | $ 3,400,000 | $ 300,000 |
Percentage of valuation reserve deferred tax benefit | 100.00% |
Commitments and Contingencies54
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Years Ending December 31, | |
2,017 | $ 73,899 |
2,018 | 76,020 |
2,019 | 78,142 |
2,020 | 80,263 |
2,021 | 13,436 |
Total | $ 321,760 |
Commitments and Contingencies55
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies (Textual) | ||
Operating lease, rent expense | $ 78,962 | $ 14,728 |
Lease agreement expires date | Feb. 28, 2021 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 02, 2017 | Oct. 01, 2015 | May 17, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||
Common stock per share | $ 0.16 | $ 0.16 | |||||
Issuance of new shares | 20,000,000 | ||||||
Purchase option shares of common stock | 207,427 | ||||||
Strike price | $ 0.001 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Options term | 36 months | ||||||
Cash consideration | $ 800,000 | ||||||
Initial Options [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase option shares of common stock | 207,427 | ||||||
Strike price | $ 0.001 | ||||||
Due Sixty Days [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration | $ 800,000 | ||||||
Due date of cash consideration | 60 days | ||||||
Due Nine Months [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration | $ 500,372.52 | ||||||
Due date of cash consideration | 9 months | ||||||
Subsequent Event [Member] | Closing Date [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Membership interest | 100.00% | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Affiliate purchase of shares | 1,540,649 | ||||||
Cash | $ 1,875,000 | ||||||
Issuance of new shares | 5,777,434 | ||||||
Subsequent Event [Member] | RedDiamond Partners LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants expiration period | 5 years | ||||||
Warrants to purchase shares | 25,000 | ||||||
Common stock per share | $ 1 | ||||||
Subsequent Event [Member] | Investor [Member] | Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 500,000 | ||||||
Aggregate purchase of shares | 7,318,084 | ||||||
Secured convertible promissory notes [Member] | Subsequent Event [Member] | RedDiamond Partners LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Secured convertible promissory notes | $ 208,333 | ||||||
Secured Debt One [Member] | Subsequent Event [Member] | RedDiamond Partners LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 183,333 | ||||||
Annual rate of interest | 10.00% | ||||||
Promissory note, maturity date | Sep. 12, 2017 | ||||||
Secured Debt Two [Member] | Subsequent Event [Member] | RedDiamond Partners LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 25,000 | ||||||
Annual rate of interest | 10.00% | ||||||
Promissory note, maturity date | Sep. 13, 2017 |