Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 24, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Balance Labs, Inc. | |
Entity Central Index Key | 1,632,121 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 21,620,000 | |
Trading Symbol | BLNC | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 72,451 | $ 7,355 |
Prepaid Expenses | 29,325 | 29,325 |
Total Current Assets | 101,776 | 36,680 |
Property and Equipment, net | 5,399 | 4,722 |
Investment at Fair Value - Related Party | 345,000 | 80,000 |
Total Assets | 452,175 | 121,402 |
Current Liabilities: | ||
Accounts Payable - Related Party | 401,659 | 371,659 |
Accounts Payable and Accrued Expenses | 282,389 | 247,100 |
Convertible Note Payable - net of discount of $0 and $0, respectively | 525,000 | 525,000 |
Convertible Notes Payable - Related Party - net of discount of $0 and $0, respectively | 120,000 | 120,000 |
Notes Payable - Related Party | 64,500 | 69,500 |
Notes Payable | 100,000 | |
Short-Term Advances - Related Party | 400,539 | 312,789 |
Total Current Liabilities | 1,894,087 | 1,646,048 |
Commitments and Contingencies (see Note 7) | ||
Stockholders' Deficit | ||
Preferred Stock,$.0001 par value:Authorized 50,000,000 shares none issued and outstanding as of March 31, 2018 and December 31, 2017 | ||
Common Stock, $.0001 par value: Authorized 500,000,000 shares, 21,620,000 Issued and outstanding as of March 31 , 2018 and December 31, 2017 | 2,162 | 2,162 |
Additional Paid in Capital | 741,271 | 741,271 |
Accumulated Deficit | (2,185,345) | (2,347,579) |
Accumulated Other Comprehensive Income | 79,500 | |
Total Stockholder's Deficit | (1,441,912) | (1,524,646) |
Total Liabilities and Stockholder's Deficit | $ 452,175 | $ 121,402 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible note payable, net of debt discount | $ 0 | $ 0 |
Convertible note payable related party, net of discount | $ 0 | $ 0 |
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 21,620,000 | 21,620,000 |
Common stock, shares outstanding | 21,620,000 | 21,620,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue related party | $ 500 | |
General and Administrative expenses | 13,231 | 37,434 |
Professional Fees | 31,830 | 11,130 |
Salaries and Wages | 70,036 | 59,152 |
General and Administrative expenses -related party | 37,500 | 37,500 |
Total Operating Expenses | 152,597 | 145,216 |
Loss from Operations | (152,597) | (144,716) |
Other Income and expenses | ||
Unrealized gain on available for sale securities | 265,000 | |
Interest expense(includes amortization of warrants on note) | (29,669) | (171,241) |
Total Other Income | 235,331 | (171,241) |
Net Income (Loss) | 82,734 | (315,957) |
Loss attributable to NonControlling Interest | (4,500) | |
Income (Loss) attributable to the company | 87,234 | (315,957) |
Other Comprehensive Loss | (267,250) | |
Comprehensive Income(Loss) | $ 87,234 | $ (583,207) |
Net Income (Loss) per share Basic and Diluted | $ 0 | $ (0.01) |
Weighted average number of Common shares Outstanding-Basic | 21,620,000 | 21,620,000 |
Weighted average number of Common shares Outstanding-Diluted | 24,574,761 | 21,620,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from operating activities | ||
Net Income (Loss) | $ 87,234 | $ (315,957) |
Adjustments to reconcile net Income (loss) to net cash used in operations | ||
Depreciation expense | 884 | 960 |
Amortization of Debt Discount | (4,500) | 152,857 |
Unrealized gain on investment | (265,000) | |
Change in Operating Assets and Liabilities | ||
Prepaid expenses | 8,273 | |
Accounts Payable and accrued expenses | 35,289 | 52,363 |
Accounts Payable -Related Party | 30,000 | 30,000 |
Net cash used in Operating activities | (116,093) | (71,504) |
Cash flows from Investing Activities | ||
Purchase of Property and Equipment | (1,561) | |
Net Cash used in investing activities | (1,561) | |
Cash Flow from Financing Activities | ||
Proceeds from short term advances- related party | 87,750 | 59,530 |
Proceeds from Notes Payable | 90,500 | |
Proceeds from non-controlling interest | 4,500 | |
Net Cash provided by financing activities | 182,750 | 59,530 |
Net cash decrease for the period | 65,096 | (11,974) |
Net Cash beginning of the Period | 7,355 | 16,057 |
Net Cash end of Period | 72,451 | 4,083 |
Supplemental disclosure of Cash Flow information | ||
Cash paid for interest expense | 1,150 | |
Cash paid for Income Taxes |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations Balance Labs, Inc. (“Balance Labs” or the “Company”) was incorporated on June 5, 2014 under the laws of the State of Delaware. Balance Labs is a consulting firm that provides business development and consulting services to start up and development stage businesses. The Company offers services to help businesses in various industries improve and fine tune their business models, sales and marketing plans and internal operations as well as make introductions to professional services such as business plan writing, accounting firms and legal service providers. During the years ending December 31, 2017 and 2016 the Company added the following wholly owned subsidiaries: BalanceLabs, LLC., formed October 12, 2015, Balance AgroTech Co., formed July 11, 2016, Advanced AutoTech Co., formed May 10, 2016, Balance Medical Marijuana Co., formed December 22, 2015, Balance Cannabis Co. formed May 13, 2016 and majority owned KryptoBank Co., formed December 27, 2017. All intercompany transactions have been eliminated. The Company leverages its knowledge in developing businesses with entrepreneurs and start up companies’ management whereby it creates a customized plan for them to overcome obstacles so that they can focus on marketing their product(s) and/or service(s) to their potential customers. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial position of Balance Labs as of March 31, 2018 and the unaudited condensed consolidated results of its operations and cash flows for the three months ended March 31, 2018. The unaudited condensed consolidated results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full year. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the audited financial statements and related disclosures of the Company for the year ended December 31, 2017 which was filed with the Securities and Exchange Commission on April 12, 2018. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company used $116,093 of cash in operating activities and currently has $72,451 in cash. This will not sustain the Company without additional funds. Management plans to raise additional capital within the next twelve months that will sustain its operations for the next year. In addition, the company will begin an active marketing campaign to market its services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company has $2,000 and $2,000 in cash equivalents, respectively. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed assets and deferred tax assets. Actual results could materially differ from those estimates. Concentrations and Credit Risk One customer provided 100% of revenues during the three months ended March 31, 2017. Revenue Recognition On January 1, 2018, the Company adopted FASB ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. There was no impact to revenues as a result of applying ASC 606 for the three months ended March 31, 2018, and there have not been any significant changes to our business processes, systems, or internal controls as a result of implementing the standard. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s condensed consolidated financial statements as of March 31, 2018. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2014, 2015, 2016 and 2017 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. Investments Investments are recorded at fair value on March 31, 2018 and December 31, 2017. Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. Since the Company accounts for its investment in Bang Holdings, Corp. as available-for-sale securities, the fair value from of the securities from the prior year has been reclassified to Retained Earnings from Other Accumulated Comprehensive Income. The unrealized gain on the available-for-sale securities during the three months ended March 31, 2018 has been recorded in Other Income on the Income Statement. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. As of March 31, 2018, the carrying value of marketable securities was $345,000, which consist of common shares held in one (1) investment which currently is trading on the Over-the-Counter Bulletin Board (OTCBB). The Company has classified this investment as a Level 3 asset on the fair value hierarchy because the investment is valued using unobservable inputs, due to the fact that observable inputs are not available, or situations in which there is little, if any, market activity for the asset or liability at the measurement date. Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly owned corporate subsidiaries (Balance Labs LLC., from October 12, 2015, Balance AgroTech Co., from July 11, 2016, Advanced Auto Tech Co., from May 10, 2016, Balance Cannabis Co., from May 13, 2016, and Balance Medical Marijuana Co from December 22, 2015, and our 51% majority owned subsidiary KryptoBank Co., as of March 31, 2018. All intercompany transactions are eliminated. The Company’s four subsidiaries, Balance AgroTech Co., Advanced AutoTech Co., Balance Cannabis Co., and Balance Medical Marijuana Co. are dormant. KryptoBank Co., began operations on December 27, 2017. Net Income (Loss) Per Common Share Basic and diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares and warrants from convertible debentures outstanding during the periods. The effect of 700,000 warrants and 2,610,925 shares from convertible notes payable for the three months ended March 31, 2018 are dilutive and are included in the calculation of dilutive net income per share using the treasury stock method as of March 31, 2018. The effect of 2,220,000 and 2,920,000 warrants and 0 and 2,387,387 shares from convertible notes payable for the months ended March 31, 2018 and 2017, respectively, were anti-dilutive. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to directors are treated on the same basis as awards granted to employees. The Company has computed the fair value of warrants granted using the Black-Scholes option pricing model. The expected term used for warrants is the contractual life. Since the Company’s stock has not been publicly traded for a sufficiently long period, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of March 31, 2018. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 345,000 $ - $ - $ 345,000 Total Assets measured at fair value $ 345,000 $ - $ - $ 345,000 The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2017. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 80,000 $ - $ - $ 80,000 Total Assets measured at fair value $ 80,000 $ - $ - $ 80,000 The following is a reconciliation of the level 3 Assets: Beginning Balance as of January 1, 2018 $ 80,000 Unrealized gain on (level 3) asset March 31, 2018 265,000 Ending Balance as of March 31, 2018 $ 345,000 Business Segments The Company operates in one segment and therefore segment information is not presented. Advertising, Marketing and Promotional Costs Advertising, marketing and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended March 31, 2018 and March 31, 2017, advertising, marketing and promotion expense was $261 and $264, respectively. Property and equipment Property and equipment consists of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method for furniture and office equipment, over the estimated useful lives of the related assets, generally three to five years. Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the related assets. Property and equipment as of March 31, 2018 and December 31, 2017 consisted of the following: Estimated Useful Lives 2018 2017 Computer equipment & Software 3 yrs SL $ 5,358 $ 5,358 Website (In process) 1,561 - Furniture 3 yrs SL 4,622 4,622 Total 11,541 9,980 Less Accumulated Depreciation 6,142 5,258 Property and Equipment, net $ 5,399 $ 4,722 Depreciation expense for the three months ended March 31, 2018 and 2017 totaled $884 and $960 respectively. Website additions during the three months ended March 31, 2018 and 2017 were $1,561 and $0, respectively Reclassifications Certain 2017 amounts have been reclassified for comparative purposes to conform to the fiscal 2018 presentation. These reclassifications have no impact on the previously reported net loss. Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing”. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We adopted this ASU as of January 1, 2018. The adoption of the ASU had no significant impact on our revenue recognition policies. On January 5, 2016 effective January 1, 2018, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity Securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value, the ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU requires the entity to carry all investments in equity securities at fair value through net income. The Company adopted ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. Since the Company accounts for its investment in Bang Holdings, Corp. as available-for-sale securities, the fair value from of the securities from the prior year has been reclassified to Retained Earnings from Other Accumulated Comprehensive Income. The unrealized gain on the available-for-sale securities during the three months ended March 31, 2018 has been recorded in Other Income on the Income Statement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 4 – Stockholders’ Equity Authorized Capital The Company is authorized to issue 500,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value. Non-Controlling Interest On December 28, 2017, the company sold a non-controlling interest in its subsidiary, KryptoBank Co. for $500 equal to 9% of the outstanding equity. On January 17, 2018 the company sold an additional 40% in its subsidiary KryptoBank Co. for $4,500. As of March 31, 2018, the non-controlling interest is 49% of the shares outstanding. Warrants On September 17, 2015, the Company issued an aggregate of 220,000 shares of common stock at $0.50 per unit to investors. In connection with the purchases, the Company issued three-year warrants to purchase an aggregate of 220,000 shares of common stock at an exercise price of $2.00 per share. The warrants expire September 17, 2018. During 2015, the Company issued 100,000 warrants as part of a convertible note offering. The fair value of the warrants was $19,965. The warrants expire December 23, 2020. In conjunction with the Newell Investment Agreement (see Note 8), the company issued warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $3.50 per share expiring on March 23, 2019. On September 30, 2016, The Company’s CEO loaned the Company $120,000 in addition to paying interest at 10%, the Company issued 600,000 warrants at an exercise price of $1.00 per share expiring on September 30, 2021. The following table summarizes warrants outstanding as of March 31, 2018 and the related changes during the periods are presented below. Weighted Number of Average Warrants Exercise Price Balance at December 31, 2017 2,920,000 2.62 Granted - - Exercised - - Forfeited - - Balance at March 31, 2018 2,920,000 $ 2.62 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions The Company’s CEO earned $10,000 per month. The following compensation was recorded within general and administrative expenses – related parties on the statements of operations: $30,000 and $30,000 for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, $396,659 of compensation was unpaid and was included in accounts payable – related parties on the balance sheet. As of March 31, 2018, $5,000 of the rent expense was unpaid and is included in accounts payable-related parties on the balance sheet. On September 30, 2016, the CEO loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1, 2017. In addition, the Company issued 600,000 warrants at an execution price of $1.00 which expire on October 1, 2019. See Note 7. The note is currently in default and has an accrued interest balance of $17,984. As of March 31, 2018, the CEO and Company’s controlled by the CEO have loaned the Company a total of $465,039 in addition to the convertible note discussed above. The loans carry an interest rate of 8% and mature one year and one day from the date of the loan. The Company accrued interest of $24,792 on the loans. On May 4, 2016, the Company began compensating Aviv Hillo, a member of the board of directors, $2,500 per month. The expense for the three months ended March 31, 2018 was $7,500 compared to $7,500 for the three months ended March 31, 2017. The Company on July 27, 2016 signed a sublease with entity partially owned by a related party to sub-lease approximately 2200 square feet 1691 Michigan Ave, Miami Beach, Fl. 33139, beginning August 1, 2016 and ending December 31, 2018 at a monthly base rental of $7,741 per month until July 31, 2017, $7,973 per month from August 1, 2017 to July 31, 2018, and $8,212 from August 1, 2018 to the sublease termination date. In addition to base rent, the company will have to pay 50% of the CAM charges as additional rent. On or about January 15, 2017, The Company was made aware that the master lease for the office space was in default. Consequently, the Company ceased payments. On or about March, 31, 2017, The Company was served with an eviction notice as the Master Lease was still in default. The Company owes two months’ rent to the master lease holder which has been accrued. The Company has used its security deposit to partially pay its delinquent rent. On Friday, May 12, 2017 the Company moved its headquarters to 350 Lincoln Road, Miami Beach, FL 33139. The Company pays $2,248 per month rent and through October 31, 2017. Beginning November 1, 2017, the Company began occupying the space on a month to month basis. In addition, the company had to pay a security deposit of $4,325. The company is currently looking for a permanent office space to relocate. KryptoBank Co., as part of its initial funding, borrowed an additional $95,000 from its shareholders during the three months ended March 31, 2018. The notes have a stated interest rate of 12% compounded annually and are due on demand. The balance outstanding as of March 31, 2018 is $100,000. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations. Consulting Fees The Company will continue to pay its CEO $10,000 per month as compensation on a month to month basis. In addition, the company pays Aviv Hillo, a member of the board of directors, $2,500 per month as compensation. They will be recorded in general and administrative expenses-related parties on the statement of operations. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable As of March 31, 2018, the CEO and Company’s controlled by the CEO have loaned the Company a total of $465,039 in addition to the convertible note discussed below. The loans carry an interest rate of 8% and mature one year and one day from the date of the loan. $360,408 of these loans are in default as of March 31, 2018. The Company accrued interest of $24,792 on the loans as of March 31, 2018. As of March 31, 2018, KryptoBank Co., as part of its initial funding, borrowed $100,000 from its shareholders. The notes have a stated interest rate of 12% compounded annually and are due on demand. Convertible Notes Payable On December 23, 2015, the Company issued a secured convertible promissory note in the amount of $25,000. The note carries a rate of 8% and was due on March 23, 2016. It is secured by all the assets of the Company. The note further contains a provision that the lender may convert any part of the note, including accrued interest, that is unpaid into the Company’s common stock at an exercise price of $0.50 per share. The note also contains a five-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.50 per share until December 23, 2020. As of March 23, 2016, the note is in default. As of March 31, 2018, the accrued interest on the note is $8,988. On April 1, 2016, the Company received $500,000 in exchange for a convertible debenture due April 2, 2017 bearing interest at 10% and convertible into common stock at $.25 per share unless the note is paid by the Company prior to the election of the holder to convert. The Company recognized a beneficial conversion feature expense of $500,000 that has been fully amortized. As of March 31, 2018, accrued interest on the note is $100,000 and the note is in default. On April 1, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Newel Trading Group LLC, a Delaware limited liability company (“Newel”) whereby Newel is obligated, providing the Company has met certain conditions including the filing of a Registration Statement for the shares to be acquired, to purchase up to Twenty-Five Million Dollars ($25,000,000) of the Company’s common stock at the rates set forth in the Investment Agreement. Under the Investment Agreement, the shares are purchased at the discretion of the Company by issuing a Put Notice when funds are needed. In consideration for the execution and delivery of the Investment Agreement, Company issued 1,000,000 non-registrable shares of Company’s common stock with a fair value of $125,000 and three year warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $3.50 per share, expiring March 23, 2019. The black scholes option pricing model with the following assumptions were used to value the warrants. Expected volatility of 559%, expected life of 3 years, risk free rate of return of 0.9% and expected dividend yield of 0%. The warrants had a fair value of $250,000. Newell is currently in liquidation. On September 30, 2016 the Company’s CEO loaned the Company $120,000 with an interest rate of 10% and is convertible into common stock at $1.00. In addition, the Company issued the CEO 600,000 warrants and recorded a debt discount of $111,428, which has been fully amortized. The Company valued the warrants using the Black-Scholes option pricing model with the following assumptions: Expected volatility of 514%, expected life of five years, risk free rate of return of 1.14% and an expected divided yield of 0%. The warrants had a fair value of $85,714. The note is currently in default and has an accrued interest balance of $17,984 as of March 31, 2018. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events From March 31, 2018 to May 24, 2018, entities controlled by the CEO made short term advances to the Company of $81,000. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company has $2,000 and $2,000 in cash equivalents, respectively. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed assets and deferred tax assets. Actual results could materially differ from those estimates. |
Concentrations and Credit Risk | Concentrations and Credit Risk One customer provided 100% of revenues during the three months ended March 31, 2017. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted FASB ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. There was no impact to revenues as a result of applying ASC 606 for the three months ended March 31, 2018, and there have not been any significant changes to our business processes, systems, or internal controls as a result of implementing the standard. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s condensed consolidated financial statements as of March 31, 2018. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2014, 2015, 2016 and 2017 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. |
Investments | Investments Investments are recorded at fair value on March 31, 2018 and December 31, 2017. |
Marketable Securities | Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. Since the Company accounts for its investment in Bang Holdings, Corp. as available-for-sale securities, the fair value from of the securities from the prior year has been reclassified to Retained Earnings from Other Accumulated Comprehensive Income. The unrealized gain on the available-for-sale securities during the three months ended March 31, 2018 has been recorded in Other Income on the Income Statement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. As of March 31, 2018, the carrying value of marketable securities was $345,000, which consist of common shares held in one (1) investment which currently is trading on the Over-the-Counter Bulletin Board (OTCBB). The Company has classified this investment as a Level 3 asset on the fair value hierarchy because the investment is valued using unobservable inputs, due to the fact that observable inputs are not available, or situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly owned corporate subsidiaries (Balance Labs LLC., from October 12, 2015, Balance AgroTech Co., from July 11, 2016, Advanced Auto Tech Co., from May 10, 2016, Balance Cannabis Co., from May 13, 2016, and Balance Medical Marijuana Co from December 22, 2015, and our 51% majority owned subsidiary KryptoBank Co., as of March 31, 2018. All intercompany transactions are eliminated. The Company’s four subsidiaries, Balance AgroTech Co., Advanced AutoTech Co., Balance Cannabis Co., and Balance Medical Marijuana Co. are dormant. KryptoBank Co., began operations on December 27, 2017. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic and diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares and warrants from convertible debentures outstanding during the periods. The effect of 700,000 warrants and 2,610,925 shares from convertible notes payable for the three months ended March 31, 2018 are dilutive and are included in the calculation of dilutive net income per share using the treasury stock method as of March 31, 2018. The effect of 2,220,000 and 2,920,000 warrants and 0 and 2,387,387 shares from convertible notes payable for the months ended March 31, 2018 and 2017, respectively, were anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to directors are treated on the same basis as awards granted to employees. The Company has computed the fair value of warrants granted using the Black-Scholes option pricing model. The expected term used for warrants is the contractual life. Since the Company’s stock has not been publicly traded for a sufficiently long period, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of March 31, 2018. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 345,000 $ - $ - $ 345,000 Total Assets measured at fair value $ 345,000 $ - $ - $ 345,000 The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2017. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 80,000 $ - $ - $ 80,000 Total Assets measured at fair value $ 80,000 $ - $ - $ 80,000 The following is a reconciliation of the level 3 Assets: Beginning Balance as of January 1, 2018 $ 80,000 Unrealized gain on (level 3) asset March 31, 2018 265,000 Ending Balance as of March 31, 2018 $ 345,000 |
Business Segments | Business Segments The Company operates in one segment and therefore segment information is not presented. |
Advertising, Marketing and Promotional Costs | Advertising, Marketing and Promotional Costs Advertising, marketing and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended March 31, 2018 and March 31, 2017, advertising, marketing and promotion expense was $261 and $264, respectively. |
Property and Equipment | Property and equipment Property and equipment consists of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method for furniture and office equipment, over the estimated useful lives of the related assets, generally three to five years. Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the related assets. Property and equipment as of March 31, 2018 and December 31, 2017 consisted of the following: Estimated Useful Lives 2018 2017 Computer equipment & Software 3 yrs SL $ 5,358 $ 5,358 Website (In process) 1,561 - Furniture 3 yrs SL 4,622 4,622 Total 11,541 9,980 Less Accumulated Depreciation 6,142 5,258 Property and Equipment, net $ 5,399 $ 4,722 Depreciation expense for the three months ended March 31, 2018 and 2017 totaled $884 and $960 respectively. Website additions during the three months ended March 31, 2018 and 2017 were $1,561 and $0, respectively |
Reclassifications | Reclassifications Certain 2017 amounts have been reclassified for comparative purposes to conform to the fiscal 2018 presentation. These reclassifications have no impact on the previously reported net loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing”. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We adopted this ASU as of January 1, 2018. The adoption of the ASU had no significant impact on our revenue recognition policies. On January 5, 2016 effective January 1, 2018, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity Securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value, the ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU requires the entity to carry all investments in equity securities at fair value through net income. The Company adopted ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. Since the Company accounts for its investment in Bang Holdings, Corp. as available-for-sale securities, the fair value from of the securities from the prior year has been reclassified to Retained Earnings from Other Accumulated Comprehensive Income. The unrealized gain on the available-for-sale securities during the three months ended March 31, 2018 has been recorded in Other Income on the Income Statement. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets on Recurring Basis | The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of March 31, 2018. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 345,000 $ - $ - $ 345,000 Total Assets measured at fair value $ 345,000 $ - $ - $ 345,000 The following table presents certain assets of the Company’s measured and recorded at fair value on the Company’s balance sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2017. Total (Level 1) (Level 2) (Level 3) Fair-value – equity securities $ 80,000 $ - $ - $ 80,000 Total Assets measured at fair value $ 80,000 $ - $ - $ 80,000 |
Schedule of Reconciliation of Level 1 & 3 Assets | The following is a reconciliation of the level 3 Assets: Beginning Balance as of January 1, 2018 $ 80,000 Unrealized gain on (level 3) asset March 31, 2018 265,000 Ending Balance as of March 31, 2018 $ 345,000 |
Schedule of Property and Equipment | Property and equipment as of March 31, 2018 and December 31, 2017 consisted of the following: Estimated Useful Lives 2018 2017 Computer equipment & Software 3 yrs SL $ 5,358 $ 5,358 Website (In process) 1,561 - Furniture 3 yrs SL 4,622 4,622 Total 11,541 9,980 Less Accumulated Depreciation 6,142 5,258 Property and Equipment, net $ 5,399 $ 4,722 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The following table summarizes warrants outstanding as of March 31, 2018 and the related changes during the periods are presented below. Weighted Number of Average Warrants Exercise Price Balance at December 31, 2017 2,920,000 2.62 Granted - - Exercised - - Forfeited - - Balance at March 31, 2018 2,920,000 $ 2.62 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net cash used in operating activities | $ 116,093 | $ 71,504 | ||
Cash | $ 72,451 | $ 4,083 | $ 7,355 | $ 16,057 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Segmentshares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($) | |
Cash equivalents | $ | $ 2,000 | $ 2,000 | |
Marketable securities carrying value | $ | $ 345,000 | ||
Ownership percentage | 51.00% | ||
Dilutived effect of warrant | shares | 700,000 | ||
Dilutived effect of convertible debt | shares | 2,610,925 | ||
Number of operating segment | Segment | 1 | ||
Advertising, marketing and promotion expense | $ | $ 261 | $ 264 | |
Depreciation | $ | 884 | 960 | |
Equipment additions | $ | $ 1,561 | $ 0 | |
Minimum [Member] | |||
Property, plant and equipment, useful life | 3 years | ||
Maximum [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Warrant [Member] | |||
Anti dilutive securities | shares | 2,220,000 | 2,920,000 | |
Convertible Notes Payable [Member] | |||
Anti dilutive securities | shares | 0 | 2,387,387 | |
OTCBB [Member] | |||
Common shares on marketable securities | shares | |||
One Customer [Member] | Revenue [Member] | |||
Revenue percentage | 100.00% |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets on Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair-value - equity securities | $ 345,000 | $ 80,000 |
Total Assets measured at fair value | 345,000 | 80,000 |
Level 1 [Member] | ||
Fair-value - equity securities | ||
Total Assets measured at fair value | ||
Level 2 [Member] | ||
Fair-value - equity securities | ||
Total Assets measured at fair value | ||
Level 3 [Member] | ||
Fair-value - equity securities | 345,000 | 80,000 |
Total Assets measured at fair value | $ 345,000 | $ 80,000 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Schedule of Reconciliation of Level 1 & 3 Assets (Details) - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Beginning Balance as of January 1, 2017 | $ 80,000 |
Unrealized loss on (level 3) asset December 31, 2017 | 265,000 |
Ending Balance as of December 31, 2017 | $ 345,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Total Property and Equipment | $ 11,541 | $ 9,980 |
Less Accumulated Depreciation | 6,142 | 5,258 |
Property and Equipment, net | $ 5,399 | 4,722 |
Computer Equipment & Software [Member] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Total Property and Equipment | $ 5,358 | 5,358 |
Furniture [Member] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Total Property and Equipment | $ 4,622 | 4,622 |
Website (In Process) [Member] | ||
Total Property and Equipment | $ 1,561 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 17, 2018 | Dec. 28, 2017 | Sep. 30, 2016 | Apr. 01, 2016 | Sep. 17, 2015 | Mar. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 18, 2017 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, par value | $ .0001 | $ .0001 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value | $ .0001 | $ .0001 | |||||||
Chief Executive Officer [Member] | |||||||||
Warrants exercise price per share | $ 1 | ||||||||
Warrants expire date | Sep. 30, 2021 | ||||||||
Fair value of warrants | $ 85,714 | ||||||||
Loan amount due to related party | $ 120,000 | $ 465,039 | |||||||
Interest rate of related party loan | 10.00% | ||||||||
Number of warrants issued to related party | 600,000 | ||||||||
Warrant [Member] | |||||||||
Warrants issued purchase of common stock shares | 100,000 | ||||||||
Warrant [Member] | Investors [Member] | |||||||||
Aggregate number of shares issued | 220,000 | ||||||||
Common stock per unit | $ 0.50 | ||||||||
Issued warrant term | 3 years | ||||||||
Warrants issued purchase of common stock shares | 220,000 | ||||||||
Warrants exercise price per share | $ 2 | ||||||||
Warrants expire date | Sep. 17, 2018 | Dec. 23, 2020 | |||||||
Fair value of warrants | $ 19,965 | ||||||||
KryptoBank Co., [Member] | |||||||||
Sale of non-controlling interest | $ 4,500 | $ 500 | |||||||
Non-controlling interest percentage | 40.00% | 49.00% | 9.00% | ||||||
Investment Agreement [Member] | Warrant [Member] | |||||||||
Warrants issued purchase of common stock shares | 2,000,000 | ||||||||
Warrants exercise price per share | $ 3.50 | ||||||||
Warrants expire date | Mar. 23, 2019 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Warrants Beginning Balance | shares | 2,920,000 |
Number of Warrants Granted | shares | |
Number of Warrants Exercised | shares | |
Number of Warrants Forfeited | shares | |
Number of Warrants Ending Balance | shares | 2,920,000 |
Weighted Average Exercise Price Beginning Balance | $ / shares | $ 2.62 |
Weighted Average Exercise Price Granted | $ / shares | |
Weighted Average Exercise Price Exercised | $ / shares | |
Weighted Average Exercise Price Forfeited | $ / shares | |
Weighted Average Exercise Price Ending Balance | $ / shares | $ 2.62 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jul. 31, 2017USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Jul. 27, 2016USD ($)ft² | May 04, 2016USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Oct. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
General and administrative expenses - related parties | $ 37,500 | $ 37,500 | ||||||
Accrued interest | 17,984 | |||||||
Related party expenses | 7,500 | 7,500 | ||||||
Area of property | ft² | 2,200 | |||||||
Monthly base rent | $ 7,741 | $ 2,248 | ||||||
Percentage of additional base rent | 50.00% | |||||||
Security deposit | $ 4,325 | |||||||
Notes, outstanding balance | 100,000 | |||||||
August 1, 2017 to July 31, 2018 [Member] | ||||||||
Monthly base rent | 7,973 | |||||||
August 1, 2018 To sublease Termination Date [Member] | ||||||||
Monthly base rent | 8,212 | |||||||
Balance Holdings LLC [Member] | ||||||||
Due to related parties | 5,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Officers compensation per month | 10,000 | |||||||
General and administrative expenses - related parties | 30,000 | $ 30,000 | ||||||
Unpaid compensation | 396,659 | |||||||
Due to related parties | $ 120,000 | $ 465,039 | ||||||
Interest rate of related party loan | 10.00% | |||||||
Debt instrument, maturity date | Oct. 1, 2017 | |||||||
Number of warrants issued to related party | shares | 600,000 | |||||||
Warrants exercise price | $ / shares | $ 1 | |||||||
Warrants expiration date | Oct. 1, 2019 | |||||||
Interest rate | 10.00% | 8.00% | ||||||
Debt maturity date, description | mature one year and one day from the date of the loan. | |||||||
Accrued interest | $ 17,984 | $ 24,792 | ||||||
Aviv Hillo [Member] | ||||||||
Officers compensation per month | $ 2,500 | |||||||
Shareholders [Member] | KryptoBank Co., [Member] | ||||||||
Due to related parties | $ 95,000 | |||||||
Interest rate | 12.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Chief Executive Officer [Member] | |
Consulting fees | $ 10,000 |
Director [Member] | |
Consulting fees | $ 2,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 30, 2016 | Apr. 01, 2016 | Dec. 23, 2015 | Mar. 31, 2018 | Mar. 31, 2017 |
Accrued interest | $ 17,984 | ||||
Debt discount | (4,500) | $ 152,857 | |||
Chief Executive Officer [Member] | |||||
Loan amount due to related party | $ 120,000 | $ 465,039 | |||
Convertible note interest rate | 10.00% | 8.00% | |||
Loans, default amount | $ 360,408 | ||||
Debt maturity date, description | mature one year and one day from the date of the loan. | ||||
Accrued interest | $ 17,984 | $ 24,792 | |||
Convertible note due date | Oct. 1, 2017 | ||||
Warrants expire date | Sep. 30, 2021 | ||||
Warrants exercise price per share | $ 1 | ||||
Expected volatility | 514.00% | ||||
Expected life | 5 years | ||||
Risk free rate of return | 1.14% | ||||
Expected dividend yield | 0.00% | ||||
Fair value of warrants | $ 85,714 | ||||
Debt conversion price per share | $ 1 | ||||
Number of warrants issued to related party | 600,000 | ||||
Debt discount | $ 111,428 | ||||
Investment Agreement [Member] | Newel Trading Group LLC [Member] | |||||
Warrant term | 3 years | ||||
Warrants issued to purchase common stock | 2,000,000 | ||||
Warrants expire date | Mar. 23, 2019 | ||||
Warrants exercise price per share | $ 3.50 | ||||
Number of common stock shares acquired at the rate | $ (25,000,000) | ||||
Number of non-registrable share issued of common stock | 1,000,000 | ||||
Number of non-registrable share issued of common stock value | $ 125,000 | ||||
Expected volatility | 559.00% | ||||
Expected life | 3 years | ||||
Risk free rate of return | 0.90% | ||||
Expected dividend yield | 0.00% | ||||
Fair value of warrants | $ 250,000 | ||||
Secured Convertible Promissory Note [Member] | |||||
Convertible note interest rate | 8.00% | ||||
Accrued interest | 8,988 | ||||
Convertible note payable | $ 25,000 | ||||
Convertible note due date | Mar. 23, 2016 | ||||
Common stock exercise price | $ 0.50 | ||||
Warrant term | 5 years | ||||
Warrants issued to purchase common stock | 100,000 | ||||
Warrants expire date | Dec. 23, 2020 | ||||
Warrants exercise price per share | $ 0.50 | ||||
Convertible Debenture [Member] | |||||
Convertible note interest rate | 10.00% | ||||
Accrued interest | $ 100,000 | ||||
Convertible note payable | $ 500,000 | ||||
Convertible note due date | Apr. 2, 2017 | ||||
Common stock exercise price | $ 0.25 | ||||
Beneficial conversion feature expense | $ 500,000 | ||||
KryptoBank Co., [Member] | |||||
Convertible note interest rate | 12.00% | ||||
Borrowed from sharesholder | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Chief Executive Officer [Member] - USD ($) | Mar. 31, 2018 | Sep. 30, 2016 |
Advance to company | $ 465,039 | $ 120,000 |
Subsequent Event [Member] | March 31, 2018 to May 24, 2018 [Member] | ||
Advance to company | $ 81,000 |