Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56338 | |
Entity Registrant Name | FDCTECH, INC. | |
Entity Central Index Key | 0001722731 | |
Entity Tax Identification Number | 81-1265459 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Spectrum Center Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 877 | |
Local Phone Number | 445-6047 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | FDCT | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,911,264 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,251 | $ 22,467 |
Accounts receivable, net of allowance for doubtful accounts of $95,961 and $95,961, respectively | 49,498 | 16,541 |
Other assets – current | 702,430 | 27,878 |
Total Current assets | 756,179 | 66,886 |
Other assets – non-current | 86,318 | |
Capitalized software, net | 632,177 | 632,324 |
Total assets | 1,474,674 | 699,210 |
Current liabilities: | ||
Accounts payable | 351,015 | 116,500 |
Line of credit | 39,614 | 39,071 |
Payroll tax payable | 155,203 | 125,387 |
Related-party convertible notes payable – current | 1,000,000 | |
Related-party accrued interest – current | 256,908 | |
Related-party advances | 95,000 | |
Cares act- paycheck protection program advance | 46,393 | 33,698 |
Total Current liabilities | 687,226 | 1,571,564 |
SBA loan – non-current | 141,826 | 144,900 |
Cares act- paycheck protection program advance – non-current | 4,239 | 16,934 |
Accrued interest – non-current | 7,799 | 3,856 |
Total liabilities | 841,090 | 1,737,254 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of September 30, 2021 and December 31, 2020 | 400 | 400 |
Common stock, par value $0.0001, 250,000,000 shares authorized; 88,911,264 and 68,876,332 shares issued and outstanding, as of September 30, 2021 and December 31, 2020 | 8,891 | 6,887 |
Additional paid-in capital | 3,096,210 | 448,653 |
Accumulated deficit | (2,471,917) | (1,493,984) |
Total stockholders’ equity (deficit) | 633,584 | (1,038,044) |
Total liabilities and stockholders’ equity | $ 1,474,674 | $ 699,210 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful, accounts receivable | $ 95,961 | $ 95,961 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 88,911,264 | 68,876,332 |
Common Stock, Shares, Outstanding | 88,911,264 | 68,876,332 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 73,925 | $ 43,000 | $ 221,003 | $ 173,407 |
Cost of sales | 68,616 | 68,616 | 205,847 | 183,344 |
Gross Profit | 5,309 | (25,616) | 15,156 | (9,937) |
Operating expenses: | ||||
General and administrative | 215,039 | 7,796 | 487,320 | 216,865 |
Sales and marketing | 277,327 | 3,894 | 499,320 | 5,647 |
Total operating expenses | 492,366 | 11,690 | 986,640 | 222,512 |
Operating income (loss) | (487,057) | (37,306) | (971,484) | (232,449) |
Other income (expense): | ||||
Related-party interest expense | (15,000) | (10,399) | (45,000) | |
Other interest expense | (1,448) | (1,402) | (2,942) | (2,340) |
Other income (expense) | (1,886) | 357 | 6,892 | 3,272 |
Total other expense | (3,334) | (16,045) | (6,449) | (44,068) |
Income (loss) before provision for income taxes | (490,391) | (53,351) | (977,933) | (276,517) |
Provision (benefit) for income taxes | ||||
Net income (loss ) | $ (490,391) | $ (53,351) | $ (977,933) | $ (276,517) |
Net income (loss) per common share, basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding basic and diluted | 88,415,427 | 70,297,234 | 83,150,225 | 69,467,881 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 400 | $ 6,862 | $ 418,678 | $ (1,035,494) | $ (609,554) |
Balance shares at Dec. 31, 2019 | 4,000,000 | 68,626,332 | |||
Shares cancelled for non-service | $ (275) | (685,989) | (686,264) | ||
Shares cancelled for non-service, shares | (2,745,053) | ||||
Common shares issued for services valued at $0.25 | $ 275 | 685,989 | 686,264 | ||
Common shares issued for services valued at $0.25, shares | 2,745,053 | ||||
Net loss | (276,517) | (276,517) | |||
Ending balance, value at Sep. 30, 2020 | $ 400 | $ 6,862 | 418,678 | (1,312,011) | (886,071) |
Balance shares at Sep. 30, 2020 | 4,000,000 | 68,626,332 | |||
Beginning balance, value at Jun. 30, 2020 | $ 400 | $ 7,137 | 1,104,667 | (1,258,660) | (146,456) |
Balance shares at Jun. 30, 2020 | 4,000,000 | 71,371,385 | |||
Shares cancelled for non-service | $ (275) | (685,989) | (686,264) | ||
Shares cancelled for non-service, shares | (2,745,053) | ||||
Net loss | (53,351) | (53,351) | |||
Ending balance, value at Sep. 30, 2020 | $ 400 | $ 6,862 | 418,678 | (1,312,011) | (886,071) |
Balance shares at Sep. 30, 2020 | 4,000,000 | 68,626,332 | |||
Beginning balance, value at Dec. 31, 2020 | $ 400 | $ 6,887 | 448,653 | (1,493,984) | (1,038,044) |
Balance shares at Dec. 31, 2020 | 4,000,000 | 68,876,332 | |||
Common shares issued for services valued at $0.22 per share | $ 10 | 21,990 | 22,000 | ||
Common shares issued for services valued at $0.22 per share, shares | 100,000 | ||||
Common shares issued for services valued at $0.18 per share | $ 55 | 98,198 | 98,253 | ||
Common shares issued for services valued at $0.18 per share, shares | 545,852 | ||||
Common shares issued for cash valued at $0.10 per share | $ 20 | 199,800 | 200,000 | ||
Common shares issued for cash valued at $0.10 per share, shares | 2,000,000 | ||||
Common shares issued for financing cost valued at $0.12 per share | $ 67 | 80,333 | 80,400 | ||
Common shares issued for financing cost valued at $0.12 per share, shares | 670,000 | ||||
Common shares cancelled for services valued at $0.25 per share | $ (175) | (437,325) | (437,500) | ||
Common shares cancelled for services valued at $0.25 per share, shares | (1,750,000) | ||||
Common shares issued for services valued at $0.27 | $ 230 | 620,770 | 621,000 | ||
Common shares issued for services valued at $0.27, shares | 2,300,000 | ||||
Common shares issued for FRH Group note conversion at $0.10 per share | $ 1,257 | 1,255,651 | 1,256,908 | ||
Common shares issued for FRH Group note conversion at $0.10 per share, shares | 12,569,080 | ||||
Common shares issued for services valued at $0.20 | $ 175 | 349,825 | 350,000 | ||
Common shares issued for services valued at $0.20, shares | 1,750,000 | ||||
Common shares issued for services valued at $0.21 | $ 10 | 20,990 | 21,000 | ||
Common shares issued for services valued at $0.21, shares | 100,000 | ||||
Common shares issued for services valued at $0.25 | $ 175 | 437,325 | 437,500 | ||
Common shares issued for services valued at $0.25, shares | 1,750,000 | ||||
Net loss | (977,933) | (977,933) | |||
Ending balance, value at Sep. 30, 2021 | $ 400 | $ 8,891 | 3,096,210 | (2,471,917) | 633,584 |
Balance shares at Sep. 30, 2021 | 4,000,000 | 88,911,264 | |||
Beginning balance, value at Jun. 30, 2021 | $ 400 | $ 8,734 | 3,133,214 | (1,981,526) | 1,160,822 |
Balance shares at Jun. 30, 2021 | 4,000,000 | 87,345,412 | |||
Common shares issued for services valued at $0.22 per share | $ 10 | 21,990 | 22,000 | ||
Common shares issued for services valued at $0.22 per share, shares | 100,000 | ||||
Common shares issued for services valued at $0.18 per share | $ 55 | 98,198 | 98,253 | ||
Common shares issued for services valued at $0.18 per share, shares | 545,852 | ||||
Common shares issued for cash valued at $0.10 per share | $ 200 | 199,800 | 200,000 | ||
Common shares issued for cash valued at $0.10 per share, shares | 2,000,000 | ||||
Common shares issued for financing cost valued at $0.12 per share | $ 67 | 80,333 | 80,400 | ||
Common shares issued for financing cost valued at $0.12 per share, shares | 670,000 | ||||
Common shares cancelled for services valued at $0.25 per share | $ (175) | (437,325) | (437,500) | ||
Common shares cancelled for services valued at $0.25 per share, shares | (1,750,000) | ||||
Net loss | (490,391) | (490,391) | |||
Ending balance, value at Sep. 30, 2021 | $ 400 | $ 8,891 | $ 3,096,210 | $ (2,471,917) | $ 633,584 |
Balance shares at Sep. 30, 2021 | 4,000,000 | 88,911,264 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares issued price per share | $ 0.22 | $ 0.22 | |
Shares issued price per share | 0.18 | 0.27 | $ 0.25 |
Shares issued price per share | 0.10 | 0.20 | |
Shares issued price per share | 0.12 | 0.25 | |
Shares issued price per share | $ 0.25 | 0.21 | |
Conversion price per share | 0.10 | ||
Shares issued price per share | 0.18 | ||
Shares issued price per share | 0.10 | ||
Shares issued price per share | 0.12 | ||
Shares cancelled price per share | $ 0.25 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (977,933) | $ (276,517) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Software amortization | 205,847 | 183,344 |
Common stock issued for services | 1,192,653 | |
Accounts receivable allowance | 17,875 | |
Subscription receivable | (200,000) | |
Change in assets and liabilities: | ||
Gross accounts receivable | (32,957) | (16,761) |
Accounts payable | 234,515 | 32,500 |
Other assets | (560,869) | (21,250) |
Accrued interest | 3,943 | 47,340 |
Accrued payroll tax expenses | 29,816 | 15,427 |
Net cash provided by (used in) operating activities | (104,985) | (18,042) |
Investing Activities: | ||
Capitalized software | (205,700) | (150,559) |
Net cash used in investing activities | (205,700) | (150,559) |
Financing Activities: | ||
Borrowing from (payments to) line of credit | 543 | 4,209 |
Net proceeds from cares act - paycheck protection program | 50,632 | |
Net proceeds from SBA loan | (3,074) | 144,900 |
Related party advances | 95,000 | |
Common stock issued for cash | 200,000 | |
Net cash provided by (used in) financing activities | 292,469 | 199,741 |
Net decrease in cash | (18,216) | 31,140 |
Cash at beginning of the period | 22,467 | 27,884 |
Cash at end of the period | 4,251 | 59,024 |
Cash paid for income taxes | ||
Cash paid for interest | ||
Non - cash investing and financing activities: | ||
Common stock issued for note conversion | $ 1,256,908 |
BUSINESS DESCRIPTION AND NATURE
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS | BUSINESS DESCRIPTION AND NATURE OF OPERATIONS The Company was incorporated on January 21, 2016, as Forex Development Corporation, under Delaware laws. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Company’s commitment to expanding its products and services in the FX and cryptocurrency markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘fintech’) and business solutions to OTC Online Brokerages and cryptocurrency businesses (“customers”). The Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes that its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets. The Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as Condor FX Trading Platform. The Condor Pro Multi-Asset Trading Platform is a commercial trading platform targeted at day traders and retail investors. The industry characterized such platforms by the ease of use and various helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform further includes risk management (dealing desk, alert system, margin calls, etc.), pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers. We have tailored the Condor Pro Multi-Asset Trading Platform to different markets, such as forex, stocks, commodities, cryptocurrencies, and other financial products. The Company currently has six (6) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company is continuously negotiating additional licensing agreements with several retail forex brokers to use the Condor Pro Multi-Asset Trading Platform. The Company has developed two versions of each Condor forex Pro Web and Mobile Trading Platform. The Company has upgraded its Condor Back Office (Risk Management) to meet the regulatory requirements under various jurisdictions. Condor Back Office meets the directives under Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems to Condor Back Office. The Company is in the process of developing Condor Stocks and an ETF platform. The Company expects to commercialize the Condor Stocks and ETF platform by the end of the fourth quarter of the fiscal year ended December 31, 2021. The Company secures and earns revenues by signing an agreement with its customers. The Company considers a signed agreement with its customers, a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which the Company will provide products or services as persuasive evidence of an arrangement. Each agreement is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract. The material terms of contracts with customers depend on the nature of services and solutions. Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract. The Company acts as a technology provider and software developer in the cryptocurrency or digital asset space. The Company does not mine any digital assets or trade or act as a counterparty in cryptocurrencies. Consequently, the Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with Financial Crimes Enforcement Network (FinCEN) and respective State’s money transmission laws. The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer, since the Company is not a broker-dealer nor does it intend to become a broker-dealer. In some cases, customers compensate us in Bitcoin through our custodian Gemini Trust Company, LLC (“Gemini”). Gemini is a licensed New York trust company that undergoes regular bank exams and is subject to the cybersecurity audits conducted by the New York Department of Financial Services. We are a development company in the financial technology sector with limited operations. The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. At present, the Company does not have any patents or trademarks on its proprietary technology solutions. At present, the Company has three sources of revenue. ● Consulting Services ● Technology Solutions ● Customized Software Development In the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers, and banks. The Company generates revenues by licensing its trading technology infrastructure, including but not limited to the trading platform (desktop, web, mobile), back office, and CRM and banking integration technology. The Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the cryptocurrency and blockchain space. The Company expects to generate additional revenue from its crypto-related solutions. Such solutions include revenues from the development of a custom crypto exchange platform for customers, the sale of the non-exclusive source code of the crypto exchange platform to third parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from various crypto exchanges to OTC brokers. The Company initially plans to develop the technology architecture of the crypto exchange platform for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers. The Company develops these projects to meet the design criteria and performance requirements as specified by the customer. NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Termination of Acquisition of Genesis Financial, Inc. In line with the new strategic direction, on June 2, 2021, the Company entered into a Stock Purchase Agreement (the “Genesis Agreement”) with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“GFNL” or “Seller”). According to the Agreement, the Company plans to acquire 100 70,000,000 35,000,000 On August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“Genesis” or “Seller”). As of the date of termination, the Company did not issue any Securities to the Seller. The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material provisions, covenants, or conditions. On June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Company’s Board of Directors. Effective August 24, 2021, upon the consent of the majority of the stockholders of the Corporation representing at least 68.73 Subsidiaries of the Company In April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients Limited (“FXClients”), under the United Kingdom Companies Act 2006 as a private company. The Company established FRH Prime and FXClients to conduct financial technology service activities. At present, both companies have ceased to exist. For the Three and Nine months ending September 30, 2021, and 2020, FRH Prime has generated volume rebates of $ 0 1,861 Board of Directors On July 6, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) increased from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini is considered independent under NYSE and NASDAQ listing standards. Mr. Provini has been the Chairman, CEO, and President of Natcore Technology Inc. since May 2009, a research and development company protected by 65 patents granted or pending. From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock Exchange. He served as President of Laidlaw Asset Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995 to September 1997. Mr. Provini served as President of Rodman & Renshaw’s Advisory Services from February 1994 to August 1995. He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983 to April 1985. Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy’s Honor Board, and is a former Marine Corp. officer. Mr. Provini holds an undergraduate Engineering degree from the U.S. Naval Academy in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma. Upon termination of Mr. Kerridge effective August 24, 2021, the Company currently has four Board of Directors. Mitchell M. Eaglstein shall be the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the executive directors of the Company. Jonathan Baumgart and Charles R. Provini are considered independent directors under NYSE and NASDAQ listing standards. Changes in Registrant’s Certifying Accountant On July 2, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”) as the Company’s independent registered public accounting firm. The reports of FHH on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion. It was not qualified or modified as to uncertainty audit scope or accounting principles. On July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. Description of Company’s Securities to be Registered Effective September 03, 2021, the Company incorporated by reference the description of its common stock, par value $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the accounting policies adopted by the Company in its financial statements. The Company has measured and presented its consolidated financial statements in US Dollars, the currency of the primary economic environment in which the Company operates (also known as its functional currency). Financial Statement Preparation and Use of Estimates The Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. This could affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the coronavirus (“COVID-19”). Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with three months or less of original maturities. On September 30, 2021, and December 31, 2020, the Company had $ 4,251 22,467 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounts Receivable Accounts Receivable primarily represents the amount due from six (6) customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At September 30, 2021, and December 31, 2020, the Management determined that allowance for doubtful accounts was $ 95,961 95,961 0 17,875 Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 277,327 3,894 375.15 9.06 151,974 The Company incurred $ 499,320 5,647 225.93 3.26 493,760 Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company takes into account revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when the Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations. Each party can identify their rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope or price or both as contract modifications by the Company. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customer’s customary business practice. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that cannot be distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the inception of the transaction involving these multiple elements. Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from three sources – consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based upon the consideration outlined in an arrangement or contract with a customer. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Services related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations. The Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Software licensing of Condor Risk Management Back Office for third-party platforms (“Condor Risk Management”), Condor Pro Multi-Asset Trading Platform, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period for services delivered, beginning when such service is available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software at any time. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables, as stated in the Statement of Work in the contract. To determine the transaction price, the Company assumes that the goods or services promised in the existing contract will be transferred to the customer. The Company assumes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer with an original term of one year and expects the customer to renew for a second year, the Company would determine the transaction price based on the original one-year term. When determining the transaction price, the Company first identifies the fixed consideration, including non-refundable upfront payment amounts. For purposes of allocating the transaction price, the Company allocates an amount that best represents consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company considers a customer “obtains control” of an asset when it can direct the use of, and obtain all the remaining benefits from, an asset substantially. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will deliver more than one year into the future as a non-current liability. For the period ending September 30, 2021, the Company’s two primary revenue streams accounted for under ASC 606 follows: On February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority. The Company earns the recurring monthly payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy, and other default clauses. The Company completes and satisfies its performance obligation upon accomplishment of all support and maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered, and accepted for the prior month. At the time of the invoice, the Company renders all Services, and any cash received for Services is non-refundable. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. Effective January 2021, the Company signed two licensing agreements for its Condor Pro Multi-Asset Trading Platform, receiving monthly maintenance and volume rebate fees. The initial set-up fee is $ 5,000 2,500 The volume fees can range from $2 to $5 per million traded, depending on the volume. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of Credit Risk Cash The Company maintains its cash balances at a single financial institution. The balances do not exceed FDIC limits as of September 30, 2021, and December 31, 2020. Revenues For the nine months ended September 30, 2021, and 2020, the Company had six (6) and six (6) active customers. Revenues generated from the top three (3) customers represented approximately 78.15 82.74 Accounts Receivable Accounts Receivable primarily represents the amount due from six (6) active customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At September 30, 2021, and December 31, 2020, the Management determined that allowance for doubtful accounts was $ 95,961 95,961 0 17,875 Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain, and as a result, we cannot capitalize on R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the three and nine months ended September 30, 2021, and 2020, the Company incurred R and D costs of $ 15,600 0 Legal Proceedings The Company discloses a loss contingency if at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of loss with no best estimate; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded to expenses as incurred. The Company is currently not involved in any litigation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment under FASB ASC 360, Property, Plant, and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount if and when the asset’s carrying value exceeds the fair value. At September 30, 2021, and December 31, 2020, there are no Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. Software Development Costs By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological feasibility, are capitalized if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application software’s estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Crypto Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Stock and ETF platform in January 2021. The Company estimates the useful life of the software to be three ( 3 Amortization expense was $ 68,616 68,616 205,847 183,344 The Company is developing the Condor Stocks and ETF platform. The Company is currently capitalizing all costs associated with the development. The Company expensed $ 15,600 The Company capitalizes significant costs incurred during the application development stage for internal-use software. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management performed an analysis to determine the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Group convertible note dated April 24, 2017, the stock’s value at issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $ 97,996 The $ 97,996 On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 12,569,080 Basic and Diluted Income (loss) per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2021, and December 31, 2020, the Company had 88,911,264 68,876,332 12,569,080 977,933 276,517 Reclassifications We have reclassified certain prior period amounts to conform to the current year’s presentation. None of these classifications impacted reported operating loss or net loss for any of the periods presented. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material effect on its financial reporting. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
MANAGEMENT_S PLANS
MANAGEMENT’S PLANS | 9 Months Ended |
Sep. 30, 2021 | |
Managements Plans | |
MANAGEMENT’S PLANS | NOTE 3. MANAGEMENT’S PLANS The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. At September 30, 2021, and December 31, 2020, the accumulated deficit was $ 2,471,917 1,493,984 68,953 1,504,678 During the three months ended September 30, 2021, and 2020, the Company incurred a net loss of $ 490,391 53,351 977,933 276,517 Since its inception, the Company has sustained recurring losses, and negative cash flows from operations. As of September 30, 2021, the Company had $ 4,251 The Company’s ability to continue as a going concern may depend on the Management’s plans discussed below. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. To the extent the Company’s operations are not sufficient to fund the Company’s capital requirements, the Management may attempt to enter into a revolving loan agreement with financial institutions or try to raise capital by selling additional capital stock or issuing debt. The Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offering and debt financing. See Note 8 for Notes Payable. In the future, as the Company increases its customer base across the globe, the Company intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2021. |
CAPITALIZED SOFTWARE COSTS
CAPITALIZED SOFTWARE COSTS | 9 Months Ended |
Sep. 30, 2021 | |
Capitalized Software Costs | |
CAPITALIZED SOFTWARE COSTS | NOTE 4. CAPITALIZED SOFTWARE COSTS During the three months ended September 30, 2021, and 2020, the estimated remaining weighted-average useful life of the Company’s capitalized software was three ( 3 At September 30, 2021, and December 31, 2020, the gross capitalized software asset was $ 1,229,858 1,024,158 597,681 391,834 632,177 632,324 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS In April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients Limited (“FXClients”) under the United Kingdom Companies Act 2006 as a private company. The Company established FRH Prime and FXClients to conduct financial technology service activities. At present, both companies have ceased to exist. For the three and nine months ended September 30, 2021, and 2020, FRH Prime has generated volume rebates of $ 0 1,861 Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. 0.10 0.05 6 1,256,908 12,569,080 Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 400,000 70,000 Related Party Advance – Officer Loan On April 1, 2020, the Company received $ 15,000 95,000 |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit | |
LINE OF CREDIT | NOTE 6. LINE OF CREDIT From June 24, 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 12 25 39,614 39,071 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7. NOTES PAYABLE Convertible Notes Payable – Related Party On February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group Ltd. (“FRH Group,” shareholder) for the principal sum of One Hundred Thousand and 00/100 Dollars ($ 100,000 February 28, 2018 June 30, 2019 an additional extension to December 31, 2020 6 On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. The initial conversion rate will be $ 0.10 1,000,000 30 0.10 0.05 2,000,000 NOTE 7. NOTES PAYABLE (continued) Convertible Notes Payable – Related Party On May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($ 400,000 May 31, 2018 June 30, 2019 an additional extension to December 31, 2020 6 On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. The initial conversion rate will be $ 0.10 4,000,000 30 0.10 0.05 8,000,000 On November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 November 30, 2018 June 30, 2019 an additional extension to December 31, 2020. 6 On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. The initial conversion rate will be $ 0.10 2,500,000 30 0.10 0.05 5,000,000 On April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 April 24, 2019 6 June 30, 2019 an additional extension to December 31, 2020. On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. The initial conversion rate will be $ 0.10 2,500,000 30 0.10 0.05 5,000,000 NOTE 7. NOTES PAYABLE (continued) FRH Group Note Summary SCHEDULE OF NOTES PAYABLE Date of Note: 2/22/2016 5/16/2016 11/17/2016 4/24/2017 Original Amount of Note: $ 100,000 $ 400,000 $ 250,000 $ 250,000 Outstanding Principal Balance: $ - $ - $ - $ - Conversion Date (1) 02/22/2021 02/22/2021 02/22/2021 02/22/2021 Interest Rate: 6 % 6 % 6 % 6 % Date to which interest has been paid: Accrued Accrued Accrued Accrued Conversion Rate on February 22, 2021: $ 0.10 $ 0.10 $ 0.10 $ 0.10 Floor Conversion Price: $ 0.05 $ 0.05 $ 0.05 $ 0.05 Number Shares Converted for Original Note: 1,000,000 4,000,000 2,500,000 2,500,000 Number Shares Converted for Interest: 29,117 111,000 61,792 55,000 (1) Note Extension 1,256,908 12,569,080 Cares Act – Paycheck Protection Program (PPP Note) On May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($ 50,632 1.00 the maturity date of two (2) years from the funding date of the PPP Note. SBA Loan On May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 The installment payments will include the principal and interest of $ 707 3.75 144,900 141,826 Economic Injury Disaster Loan (EIDL) The Small Business Administration offers the Economic Injury Disaster Loan program. The CARES Act changed the program to provide an emergency grant up to $ 10,000 4,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases The rental expense was $ 22,765 23,124 From October 2019 to the present, the Company rents its servers, computers, and data center from an unrelated third party. Under the rent Agreement, the lessor provides furniture and fixtures and any leasehold improvements at Irvine Office, discussed in Note 2. From February 2019 to the present, the Company leases office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s rent payment is $ 1,750 From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia. 11 500 From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software development and technical support. Employment Agreement The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company 5,000 12,000 Accrued Interest At September 30, 2021, and December 31, 2020, the cumulative accrued interest at 6 0 256,908 At September 30, 2021, and December 31, 2020, the cumulative accrued interest for SBA and other loans defined as an accrued interest – non-current was $ 7,799 3,856 Pending Litigation The management is unaware of any actions, suits, investigations, or proceedings (public or private) pending against or threatened against or affecting any of the assets or any affiliate of the Company. Tax Compliance Matters The Company has estimated payroll tax liabilities based on its officers’ reclassification from independent contractors to employees from fiscal ended December 31, 2017, to 2020. As of September 30, 2021, the Company has assessed federal and state payroll tax payments in the aggregate amount of $ 155,203 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Shares On February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Deleware to change authorized shares. As per the Amendment, the Company shall have authority to issue 260,000,000 250,000,000 .0001 10,000,000 .0001 As of September 30, 2021, and December 31, 2020, the Company’s authorized capital stock consists of 10,000,000 0.0001 250,000,000 0.0001 88,911,264 68,876,332 4,000,000 Preferred Stock On December 12, 2016, the Board agreed to issue 2,600,000 400,000 1,000,000 4,000,000 Common Stock On January 21, 2016, the Company collectively issued 30,000,000 5,310,000 On December 12, 2016, the Company issued 28,600,000 On March 15, 2017, the Company issued 1,000,000 50,000 On March 15, 2017, the Company issued 1,500,000 75,000 On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 50,000 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 20,000 Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, the CEO and Director of the Company. From July 1, 2017, to October 03, 2017, the Company has issued 653,332 98,000 On October 31, 2017, the Company issued 70,000 10,500 On January 15, 2019, the Company issued 60,000 9,000 From January 29, 2019 to February 15, 2019, the Company issued 33,000 4,950 2,967,000 Effective June 03, 2020, the Company issued 2,745,053 0.25 686,263 2,745,053 On January 27, 2021, the Company issued 2,300,000 621,000 On May 19, 2021, Company issued 1,750,000 350,000 On June 02, 2021, Company issued 1,750,000 437,500 On June 15, 2021, Company issued 100,000 21,000 On July 06, 2021, Company issued 100,000 22,000 On July 20, 2021, Company issued 545,852 98,253 Between September 9 -16, 2021, Company issued 2,000,000 200,000 On September 10, 2021, Company issued 670,000 80,400 On August 24, 2021, after the termination of the Genesis Agreement, the Company rescinded the 1,750,000 437,500 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 10. WARRANTS Effective June 1, 2017, the Company planned to raise $ 600,000 4,000,000 Each unit (a “Unit”) consists of one share of Common Stock, par value $ .0001 Each Class A Warrant entitles the holder to purchase one ( 1 0.30 Information About the Warrants Outstanding During Fiscal 2020 Follows SCHEDULE OF WARRANTS ACTIVITY Original Number of Warrants Issued Exercise Price per Common Share Exercisable at December 31, 2020 Became Exercisable Exercised Terminated / Canceled / Expired Exercisable At September 30, 2021 Expiration Date 653,332 $ 0.30 - - - 653,332 April 2019 The Warrants are redeemable by the Company, upon thirty (30) day notice, at a price of $ .05 1.00 10 The exercise price and a number of shares of Common Stock or other securities issuable on exercise of the Warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation of the Company. However, no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant. As of the date of this report, the holders have not exercised any Class A Warrants. All Class A Warrants have expired. |
OFF-BALANCE SHEET ARRANGEMENTS
OFF-BALANCE SHEET ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Off-balance Sheet Arrangements | |
OFF-BALANCE SHEET ARRANGEMENTS | NOTE 11. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, credit risk support, or other benefits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS On October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 2,200,000 2,000,000 20,000,000 670,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the accounting policies adopted by the Company in its financial statements. The Company has measured and presented its consolidated financial statements in US Dollars, the currency of the primary economic environment in which the Company operates (also known as its functional currency). |
Financial Statement Preparation and Use of Estimates | Financial Statement Preparation and Use of Estimates The Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. This could affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the coronavirus (“COVID-19”). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with three months or less of original maturities. On September 30, 2021, and December 31, 2020, the Company had $ 4,251 22,467 |
Accounts Receivable | Accounts Receivable Accounts Receivable primarily represents the amount due from six (6) customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At September 30, 2021, and December 31, 2020, the Management determined that allowance for doubtful accounts was $ 95,961 95,961 0 17,875 |
Sales, Marketing, and Advertising | Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 277,327 3,894 375.15 9.06 151,974 The Company incurred $ 499,320 5,647 225.93 3.26 493,760 |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company takes into account revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when the Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations. Each party can identify their rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope or price or both as contract modifications by the Company. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customer’s customary business practice. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that cannot be distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the inception of the transaction involving these multiple elements. Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from three sources – consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based upon the consideration outlined in an arrangement or contract with a customer. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Services related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations. The Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Software licensing of Condor Risk Management Back Office for third-party platforms (“Condor Risk Management”), Condor Pro Multi-Asset Trading Platform, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period for services delivered, beginning when such service is available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software at any time. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables, as stated in the Statement of Work in the contract. To determine the transaction price, the Company assumes that the goods or services promised in the existing contract will be transferred to the customer. The Company assumes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer with an original term of one year and expects the customer to renew for a second year, the Company would determine the transaction price based on the original one-year term. When determining the transaction price, the Company first identifies the fixed consideration, including non-refundable upfront payment amounts. For purposes of allocating the transaction price, the Company allocates an amount that best represents consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company considers a customer “obtains control” of an asset when it can direct the use of, and obtain all the remaining benefits from, an asset substantially. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will deliver more than one year into the future as a non-current liability. For the period ending September 30, 2021, the Company’s two primary revenue streams accounted for under ASC 606 follows: On February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority. The Company earns the recurring monthly payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy, and other default clauses. The Company completes and satisfies its performance obligation upon accomplishment of all support and maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered, and accepted for the prior month. At the time of the invoice, the Company renders all Services, and any cash received for Services is non-refundable. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. Effective January 2021, the Company signed two licensing agreements for its Condor Pro Multi-Asset Trading Platform, receiving monthly maintenance and volume rebate fees. The initial set-up fee is $ 5,000 2,500 The volume fees can range from $2 to $5 per million traded, depending on the volume. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash The Company maintains its cash balances at a single financial institution. The balances do not exceed FDIC limits as of September 30, 2021, and December 31, 2020. Revenues For the nine months ended September 30, 2021, and 2020, the Company had six (6) and six (6) active customers. Revenues generated from the top three (3) customers represented approximately 78.15 82.74 Accounts Receivable Accounts Receivable primarily represents the amount due from six (6) active customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At September 30, 2021, and December 31, 2020, the Management determined that allowance for doubtful accounts was $ 95,961 95,961 0 17,875 |
Research and Development (R and D) Cost | Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain, and as a result, we cannot capitalize on R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the three and nine months ended September 30, 2021, and 2020, the Company incurred R and D costs of $ 15,600 0 |
Legal Proceedings | Legal Proceedings The Company discloses a loss contingency if at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of loss with no best estimate; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded to expenses as incurred. The Company is currently not involved in any litigation. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment under FASB ASC 360, Property, Plant, and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount if and when the asset’s carrying value exceeds the fair value. At September 30, 2021, and December 31, 2020, there are no |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. |
Software Development Costs | Software Development Costs By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological feasibility, are capitalized if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application software’s estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Crypto Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Stock and ETF platform in January 2021. The Company estimates the useful life of the software to be three ( 3 Amortization expense was $ 68,616 68,616 205,847 183,344 The Company is developing the Condor Stocks and ETF platform. The Company is currently capitalizing all costs associated with the development. The Company expensed $ 15,600 The Company capitalizes significant costs incurred during the application development stage for internal-use software. |
Convertible Debentures | Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management performed an analysis to determine the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Group convertible note dated April 24, 2017, the stock’s value at issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $ 97,996 The $ 97,996 On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 12,569,080 |
Basic and Diluted Income (loss) per Share | Basic and Diluted Income (loss) per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2021, and December 31, 2020, the Company had 88,911,264 68,876,332 12,569,080 977,933 276,517 |
Reclassifications | Reclassifications We have reclassified certain prior period amounts to conform to the current year’s presentation. None of these classifications impacted reported operating loss or net loss for any of the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material effect on its financial reporting. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | FRH Group Note Summary SCHEDULE OF NOTES PAYABLE Date of Note: 2/22/2016 5/16/2016 11/17/2016 4/24/2017 Original Amount of Note: $ 100,000 $ 400,000 $ 250,000 $ 250,000 Outstanding Principal Balance: $ - $ - $ - $ - Conversion Date (1) 02/22/2021 02/22/2021 02/22/2021 02/22/2021 Interest Rate: 6 % 6 % 6 % 6 % Date to which interest has been paid: Accrued Accrued Accrued Accrued Conversion Rate on February 22, 2021: $ 0.10 $ 0.10 $ 0.10 $ 0.10 Floor Conversion Price: $ 0.05 $ 0.05 $ 0.05 $ 0.05 Number Shares Converted for Original Note: 1,000,000 4,000,000 2,500,000 2,500,000 Number Shares Converted for Interest: 29,117 111,000 61,792 55,000 (1) Note Extension 1,256,908 12,569,080 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | Information About the Warrants Outstanding During Fiscal 2020 Follows SCHEDULE OF WARRANTS ACTIVITY Original Number of Warrants Issued Exercise Price per Common Share Exercisable at December 31, 2020 Became Exercisable Exercised Terminated / Canceled / Expired Exercisable At September 30, 2021 Expiration Date 653,332 $ 0.30 - - - 653,332 April 2019 |
BUSINESS DESCRIPTION AND NATU_2
BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | Aug. 24, 2021 | Jun. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 03, 2021 | Feb. 12, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
FRH Prime Ltd. [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Generated volume rebates | $ 0 | $ 1,861 | $ 0 | $ 1,861 | |||||
Genesis Financial, Inc. [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 70,000,000 | ||||||||
Genesis Financial [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 35,000,000 | ||||||||
Stock Purchase Agreement [Member] | Genesis Financial, Inc. [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Genesis Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Issued and outstanding shares percentage | 68.73% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 22, 2021 | Jan. 31, 2021 | Feb. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2017 |
Product Information [Line Items] | |||||||||
Cash and cash equivalents | $ 4,251 | $ 4,251 | $ 22,467 | ||||||
Allowance for doubtful, accounts receivable | 95,961 | 95,961 | 95,961 | ||||||
Bad debt expense | $ 17,875 | $ 17,875 | |||||||
Sales and marketing | 277,327 | 3,894 | 499,320 | 5,647 | |||||
Increase in marketing expense | 151,974 | 493,760 | |||||||
Research and development cost | 15,600 | 0 | 15,600 | 0 | |||||
Impairment charges | $ 0 | $ 0 | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||
Amortization expense | $ 68,616 | $ 68,616 | $ 205,847 | $ 183,344 | |||||
Amortized discount | $ 97,996 | ||||||||
Intrinsic value | $ 97,996 | ||||||||
Convertible note dilutive shares | 2,967,000 | ||||||||
Number of common shares basic | 88,911,264 | 68,876,332 | |||||||
Number of common shares diluted | 88,911,264 | 68,876,332 | |||||||
Potentially dilutive shares | 977,933 | 276,517 | |||||||
FRH Group Corporation [Member] | |||||||||
Product Information [Line Items] | |||||||||
Convertible note dilutive shares | 12,569,080 | ||||||||
Licensing Agreements [Member] | |||||||||
Product Information [Line Items] | |||||||||
Proceeds from License Fees Received | $ 5,000 | ||||||||
Recurring monthly fees | $ 2,500 | ||||||||
Volume fees, description | The volume fees can range from $2 to $5 per million traded, depending on the volume. | ||||||||
Agreement [Member] | FRH Group Corporation [Member] | Common Stock [Member] | |||||||||
Product Information [Line Items] | |||||||||
Convertible note dilutive shares | 12,569,080 | ||||||||
Agreement [Member] | FRH Group Corporation [Member] | Convertible Debt [Member] | |||||||||
Product Information [Line Items] | |||||||||
Interest amount | $ 1,256,908 | ||||||||
Revenue Benchmark [Member] | Sales And Marketing One [Member] | Customer [Member] | |||||||||
Product Information [Line Items] | |||||||||
Sales percentage | 375.15% | 9.06% | |||||||
Revenue Benchmark [Member] | Sales And Marketing Two [Member] | Customer [Member] | |||||||||
Product Information [Line Items] | |||||||||
Sales percentage | 225.93% | 3.26% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top 3 Customers [Member] | |||||||||
Product Information [Line Items] | |||||||||
Sales percentage | 78.15% | 82.74% | |||||||
Accounts Receivable [Member] | |||||||||
Product Information [Line Items] | |||||||||
Allowance for doubtful, accounts receivable | $ 95,961 | $ 95,961 | $ 95,961 | ||||||
Bad debt expense | $ 17,875 | $ 17,875 |
MANAGEMENT_S PLANS (Details Nar
MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Managements Plans | |||||
Accumulated deficit | $ 2,471,917 | $ 2,471,917 | $ 1,493,984 | ||
Working capital surplus and deficit | 68,953 | 68,953 | 1,504,678 | ||
Net loss | 490,391 | $ 53,351 | 977,933 | $ 276,517 | |
Cash on hand | $ 4,251 | $ 4,251 | $ 22,467 |
CAPITALIZED SOFTWARE COSTS (Det
CAPITALIZED SOFTWARE COSTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Capitalized Software Costs | |||
Estimated useful life of capitalized software | 3 years | ||
Gross capitalized software asset | $ 1,229,858 | $ 1,024,158 | |
Accumulated software depreciation and amortization expenses | 597,681 | $ 391,834 | |
Unamortized balance of capitalized software | $ 632,177 | $ 632,324 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 22, 2021 | Apr. 02, 2020 | Mar. 21, 2017 | Feb. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 24, 2017 |
Related Party Transaction [Line Items] | ||||||||||
Common stock for cash, shares | 2,967,000 | |||||||||
Proceeds from related party advances | $ 95,000 | |||||||||
Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from loan | $ 15,000 | |||||||||
Proceeds from related party advances | $ 95,000 | |||||||||
Stock Purchase Agreement [Member] | Susan Eaglstein [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock for cash, shares | 1,000,000 | |||||||||
Stock Purchase Agreement [Member] | Brent Eaglstein [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock for cash, shares | 400,000 | |||||||||
Stock Purchase Agreement [Member] | Susan Eaglstein and Brent Eaglstein [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Value of shares issued during period | $ 70,000 | |||||||||
FRH Prime Ltd. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Generated volume rebates | $ 0 | $ 1,861 | $ 0 | $ 1,861 | ||||||
FRH Group Ltd [Member] | Convertible Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Short term borrowing | $ 1,000,000 | |||||||||
Debt instrument maturity date, description | The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. | |||||||||
Debt instrument convertible price per share | $ 0.10 | |||||||||
Debt interest rate | 6.00% | |||||||||
FRH Group Ltd [Member] | Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument convertible price per share | $ 0.05 | |||||||||
FRH Group Corporation [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock for cash, shares | 12,569,080 | |||||||||
FRH Group Corporation [Member] | Agreement [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock for cash, shares | 12,569,080 | |||||||||
FRH Group Corporation [Member] | Agreement [Member] | Convertible Debt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest amount | $ 1,256,908 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 24, 2016 | |
Line of credit average interest rate, purchases | 12.00% | ||
Line of credit average interest rate, cash drawn | 25.00% | ||
Line of credit outstanding balance | $ 39,614 | $ 39,071 | |
Bank of America [Member] | |||
Revolving line of credit | $ 40,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - FRH Group Note [Member] - USD ($) | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||
Original Amount of Note: | $ 250,000 | $ 250,000 | $ 400,000 | $ 100,000 | ||
Outstanding Principal Balance: | ||||||
Conversion Date: | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | ||
Interest Rate: | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% |
Date to which interest has been paid: | Accrued | Accrued | Accrued | Accrued | ||
Conversion Rate on February 22, 2021: | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||
Floor Conversion Price: | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||
Number Shares Converted for Original Note: | 2,500,000 | 2,500,000 | 4,000,000 | 1,000,000 | ||
Number Shares Converted for Interest: | 55,000 | 61,792 | 111,000 | 29,117 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Feb. 22, 2021 | Feb. 15, 2019 | Sep. 30, 2021 |
Short-term Debt [Line Items] | |||
Common stock for cash, shares | 2,967,000 | ||
FRH Group Corporation [Member] | |||
Short-term Debt [Line Items] | |||
Common stock for cash, shares | 12,569,080 | ||
Agreement [Member] | FRH Group Corporation [Member] | Common Stock [Member] | |||
Short-term Debt [Line Items] | |||
Common stock for cash, shares | 12,569,080 | ||
Agreement [Member] | FRH Group Corporation [Member] | Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Interest amount | $ 1,256,908 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | May 22, 2020 | May 14, 2020 | May 01, 2020 | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 | Sep. 30, 2021 | May 22, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||
Accrued interest, current | $ 256,908 | |||||||||
Loan outstanding amount | 141,826 | $ 144,900 | ||||||||
Small Business Administration [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 3.75% | |||||||||
Accrued interest, current | $ 144,900 | |||||||||
Debt instrument, description | The installment payments will include the principal and interest of $707 monthly and begin Twelve (12) months from the promissory note date. The principal and interest balance will be payable Thirty (30) years from the promissory Note date. | |||||||||
Debt instrument, periodic payment | $ 707 | |||||||||
Accrued interest, current | $ 144,900 | |||||||||
Loan outstanding amount | 141,826 | |||||||||
Convertible Notes [Member] | FRH Group Ltd [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, face value | $ 250,000 | $ 250,000 | $ 400,000 | $ 100,000 | ||||||
Debt instrument, maturity date | Apr. 24, 2019 | Nov. 30, 2018 | May 31, 2018 | Feb. 28, 2018 | ||||||
Debt interest rate | 6.00% | 6.00% | 6.00% | 6.00% | ||||||
Debt interest rate, description | On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. | On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. | On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. | On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following the due date at a rate of ten percent (10%) per annum. | ||||||
Debt instrument convertible price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||
Debt instrument conversion shares | 2,500,000 | 2,500,000 | 4,000,000 | 1,000,000 | ||||||
Debt instrument conversion rate | 30.00% | 30.00% | 30.00% | 30.00% | ||||||
Convertible Notes [Member] | FRH Group Ltd [Member] | Maximum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument convertible price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||
Debt instrument conversion shares | 5,000,000 | 5,000,000 | 8,000,000 | 2,000,000 | ||||||
Convertible Notes [Member] | FRH Group Ltd [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument convertible price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||
Convertible Notes [Member] | FRH Group Ltd [Member] | Extended Maturity [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, maturity date | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | ||||||
Debt instrument, maturity date, description | an additional extension to December 31, 2020. | an additional extension to December 31, 2020. | an additional extension to December 31, 2020 | an additional extension to December 31, 2020 | ||||||
Paycheck Protection Program [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, maturity date, description | the maturity date of two (2) years from the funding date of the PPP Note. | |||||||||
Debt interest rate | 1.00% | |||||||||
Proceeds from promissory note | $ 50,632 | |||||||||
Economic Injury Disaster Loan [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Amount received in grants | $ 4,000 | |||||||||
Economic Injury Disaster Loan [Member] | Maximum [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Program to offer emergency grant | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 01, 2020 | Feb. 28, 2020 | Apr. 30, 2019 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | May 22, 2020 | Apr. 24, 2017 | Nov. 17, 2016 | May 16, 2016 | Feb. 22, 2016 |
Loss Contingencies [Line Items] | |||||||||||||
Rental expense | $ 22,765 | $ 23,124 | |||||||||||
Office lease, description | From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia. | From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software development and technical support. | |||||||||||
Office lease, term | 11 months | ||||||||||||
Accrued interest, current | $ 256,908 | ||||||||||||
Payroll tax amount | 155,203 | 125,387 | |||||||||||
Small Business Administration [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Debt interest rate | 3.75% | ||||||||||||
Accrued interest, current | $ 144,900 | ||||||||||||
Accrued interest | $ 7,799 | $ 3,856 | |||||||||||
FRH Group Note [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Debt interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||
Accrued interest, current | $ 0 | $ 256,908 | |||||||||||
Chief Executive Officer And Chief Financial Officer [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Monthly compensation | $ 12,000 | $ 5,000 | |||||||||||
Employment Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Office lease, description | The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company | ||||||||||||
General and Administrative Expense [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Rental expense | $ 500 | $ 1,750 | |||||||||||
Payroll tax amount | $ 155,203 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Sep. 16, 2021 | Sep. 10, 2021 | Aug. 24, 2021 | Jul. 20, 2021 | Jul. 06, 2021 | Jun. 15, 2021 | Jun. 02, 2021 | May 19, 2021 | Jan. 27, 2021 | Jan. 15, 2021 | Aug. 25, 2020 | Jun. 03, 2020 | Jan. 15, 2019 | Oct. 31, 2017 | Mar. 21, 2017 | Mar. 17, 2017 | Mar. 15, 2017 | Dec. 12, 2016 | Jan. 21, 2016 | Feb. 15, 2019 | Sep. 30, 2021 | Oct. 03, 2017 | Sep. 30, 2021 | Sep. 03, 2021 | Feb. 12, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Shares authorized | 260,000,000 | |||||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Common Stock, Shares, Issued | 88,911,264 | 88,911,264 | 68,876,332 | |||||||||||||||||||||||
Common Stock, Shares, Outstanding | 88,911,264 | 88,911,264 | 68,876,332 | |||||||||||||||||||||||
Preferred stock, shares issued | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||
Number of shares issued during period | 2,967,000 | |||||||||||||||||||||||||
Number of restricted common shares issued | 1,000,000 | 33,000 | ||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 50,000 | $ 4,950 | ||||||||||||||||||||||||
Benchmark Investments, Inc. [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period | 2,745,053 | |||||||||||||||||||||||||
Number of shares issued during period, value | $ 686,263 | |||||||||||||||||||||||||
Share issued price per share | $ 0.25 | |||||||||||||||||||||||||
AD Securities America LLC [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 2,000,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 200,000 | |||||||||||||||||||||||||
White Lion LLC [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 670,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 80,400 | |||||||||||||||||||||||||
Preferred Stock [Member] | FRH Group Ltd [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 1,000,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 100,000 | 100,000 | ||||||||||||||||||||||||
One Common Shares and One Class A Warrant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period | 653,332 | |||||||||||||||||||||||||
Number of shares issued during period, value | $ 98,000 | |||||||||||||||||||||||||
Mitchell Eaglstein [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 2,600,000 | |||||||||||||||||||||||||
Mitchell Eaglstein [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 30,000,000 | |||||||||||||||||||||||||
Imran Firoz [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 400,000 | |||||||||||||||||||||||||
Imran Firoz [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period for services | 5,310,000 | |||||||||||||||||||||||||
Two Founding Member [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period | 28,600,000 | |||||||||||||||||||||||||
Three Individuals [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 1,500,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 75,000 | |||||||||||||||||||||||||
Susan Eaglstein [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period | 1,000,000 | |||||||||||||||||||||||||
Number of shares issued during period, value | $ 50,000 | |||||||||||||||||||||||||
Bret Eaglstein [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares issued during period | 400,000 | |||||||||||||||||||||||||
Number of shares issued during period, value | $ 20,000 | |||||||||||||||||||||||||
Management Consultants [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 70,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 10,500 | |||||||||||||||||||||||||
Ten Consultants [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 60,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 9,000 | |||||||||||||||||||||||||
Broker Dealer [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Return of common stock, shares | 2,745,053 | |||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 545,852 | 2,300,000 | ||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 98,253 | $ 621,000 | ||||||||||||||||||||||||
Consultants [Member] | Genesis Agreement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 1,750,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 437,500 | |||||||||||||||||||||||||
Consultants One [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 1,750,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 350,000 | |||||||||||||||||||||||||
Consultants Two [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 1,750,000 | |||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 437,500 | |||||||||||||||||||||||||
Board Of Directors [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of restricted common shares issued | 100,000 | 100,000 | ||||||||||||||||||||||||
Number of restricted common shares issued, value | $ 22,000 | $ 21,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants | |
Original Number of Warrants Issued | 653,332 |
Exercise Price per Common Share | $ / shares | $ 0.30 |
Exercisable at December 31, 2020 | |
Became Exercisable | |
Exercised | |
Terminated/Canceled/Expired | 653,332 |
Exercisable at September 30, 2021 | |
Expiration Date | April 2019 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Jun. 01, 2017USD ($)$ / sharesshares | Feb. 15, 2019shares | Sep. 30, 2021Days$ / sharesshares | Sep. 03, 2021$ / shares | Feb. 12, 2021$ / shares | Dec. 31, 2020$ / shares |
Number of shares issued during period | shares | 2,967,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Warrant [Member] | ||||||
Warrants to purchase shares | shares | 1 | |||||
Common stock, per share | $ 0.30 | |||||
Warrant [Member] | ||||||
Common stock, per share | 1 | |||||
Warrant exercise price | $ 0.05 | |||||
Trading days | Days | 10 | |||||
Private Placement [Member] | ||||||
Proceeds from private placement | $ | $ 600,000 | |||||
Description of warrants | Each unit (a “Unit”) consists of one share of Common Stock, par value $.0001 per share (the “Common Stock) and one redeemable Class A Warrant (the “Class A Warrant(s)”) of the Company. The Company closed the private placement effective December 15, 2017. | |||||
Common stock, par value | $ 0.0001 | |||||
Private Placement [Member] | Maximum [Member] | ||||||
Number of shares issued during period | shares | 4,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 05, 2021 | Feb. 15, 2019 | |
Subsequent Event [Line Items] | ||
Number of shares issued during period | 2,967,000 | |
Subsequent Event [Member] | White Lion LLC [Member] | Investment Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period shares on commitment fee | 670,000 | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Sale of stock shares | 22,670,000 | |
Sale of stock amount | $ 2,200,000 | |
Subsequent Event [Member] | Maximum [Member] | AD Securities America LLC [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued during period | 2,000,000 | |
Subsequent Event [Member] | Maximum [Member] | White Lion LLC [Member] | Investment Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued during period | 20,000,000 |