Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | VIVI HOLDINGS, INC. | |
Entity Central Index Key | 0001748401 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 98,949,208 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 3,942,420 | $ 7,611,931 |
Accounts receivable | 185,484 | 146,461 |
Prepaid expenses | 2,618 | 5,506 |
Customer cash held on deposit | 132,953 | 0 |
Customer advances | 339,989 | 0 |
Other current assets | 239,854 | 24,041 |
Total current assets | 4,843,318 | 7,787,939 |
Non-Current Assets: | ||
Property, plant and equipment (net) | 149,276 | 102,862 |
Intangible assets (net) | 416,068 | 481,109 |
Right-of-use assets | 304,996 | 0 |
Software IP (net) | 891,334 | 0 |
Other assets | 12,750 | 77,295 |
Deposits | 34,595 | 34,556 |
Total non-current assets | 1,809,019 | 695,822 |
Total assets | 6,652,337 | 8,483,761 |
Current Liabilities: | ||
Accounts payable | 659,116 | 318,674 |
Accrued expenses | 719,346 | 377,993 |
Accrued expenses - related party | 20,592 | 15,000 |
Customer advances | 398,619 | 0 |
Right-of-use liabilities - current | 169,215 | 0 |
Current portion - long term debt | 5,721 | 0 |
Total current liabilities | 1,972,609 | 711,667 |
Right-of-use liabilities | 136,827 | 0 |
Long term debt | 33,998 | 0 |
Total liabilities | 2,143,434 | 711,667 |
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Common stock, $0.001 par value, 480,000,000 shares authorized, 96,259,209 and 93,980,312 shares issued and outstanding | 96,259 | 93,980 |
Additional paid in capital | $ 397,060,255 | $ 372,873,862 |
Common stock to be issued | 12,362,513 | 0 |
Other comprehensive income | $ (1,158) | $ 116,654 |
Treasury stock | (1,129,734) | (1,129,734) |
Retained deficit | (403,879,243) | (364,182,679) |
Total stockholders' equity | 4,508,903 | 7,772,094 |
Total liabilities and stockholders' equity | 6,652,337 | 8,483,761 |
Preferred Stock Series A | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 1 | 1 |
Preferred Stock Series B | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 10 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 96,259,209 | 93,980,312 |
Common stock, outstanding | 96,259,209 | 93,980,312 |
Preferred Stock Series A | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 1,000 | 1,000 |
Preferred stock, outstanding | 1,000 | 1,000 |
Preferred Stock Series B | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000 | 10,000 |
Preferred stock, issued | 10,000 | 10,000 |
Preferred stock, outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues - third party | $ 185,733 | $ 0 | $ 468,946 | $ 0 |
Revenues - related party | 0 | 243,524 | 0 | 509,301 |
Revenues | 185,733 | 243,524 | 468,946 | 509,301 |
Cost of revenues | 41,358 | 276,429 | 270,505 | 474,801 |
Gross profit | 144,375 | (32,905) | 198,441 | 34,500 |
Operating Expenses | ||||
Depreciation and amortization | 24,225 | 14,098 | 95,590 | 27,236 |
Rent and lease expense | 107,742 | 86,311 | 124,156 | 132,932 |
Personnel, consulting and labor costs | 424,478 | 482,972 | 619,225 | 845,177 |
Professional fees | 62,145 | 63,601 | 122,527 | 98,181 |
General and administrative | 20,544,958 | 13,713,982 | 34,290,278 | 42,747,588 |
Total operating expenses | 21,163,548 | 14,360,964 | 35,251,776 | 43,851,114 |
Total operating (loss) | (21,019,173) | (14,393,869) | (35,053,335) | (43,816,614) |
Other Income (Expense) | ||||
Other income | 1,054 | 1,270 | 2,324 | 124 |
Interest expense | (1,239) | (1,733) | (2,972) | (1,393) |
Exchange rate gain/loss | (1,102) | 0 | (1,102) | 0 |
Impairment of assets | 0 | (1,730,775) | (4,635,000) | (12,775,005) |
Total other income (expense) | (1,287) | (1,731,238) | (4,636,750) | (12,776,274) |
Net (loss) before income tax | (21,020,460) | (16,125,107) | (39,690,085) | (56,592,888) |
Provision for income tax | (132) | (6,347) | (6,479) | 0 |
Net (loss) | (21,020,592) | (16,131,454) | (39,696,564) | (56,592,888) |
OTHER COMPREHENSIVE (LOSS): | ||||
Net (loss) per above | (21,020,592) | (16,131,454) | (39,696,564) | (56,592,888) |
Foreign currency translation | 121,605 | (237,029) | (117,812) | 25,759 |
Total other comprehensive (loss) | 121,605 | (237,029) | (117,812) | 25,759 |
Total comprehensive (loss) | $ (20,898,987) | $ (16,368,483) | $ (39,814,376) | $ (56,567,129) |
BASIC and DILUTED: | ||||
Weighted average shares outstanding | 95,415,057 | 82,360,222 | 96,355,403 | 84,511,540 |
Earnings (loss) per share | $ (0.22) | $ (0.20) | $ (0.38) | $ (0.67) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock Series A | Preferred Stock Series B | Common Stock | Stock Subscribed | Common Stock to be Issued | Additional Paid-In Capital | Other Comp. Income | Treasury Stock | Retained Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 1,000 | 0 | 80,185,000 | |||||||
Beginning balance, amount at Dec. 31, 2017 | $ 0 | $ 0 | $ 80,185 | $ 0 | $ 0 | $ 145,742,259 | $ 1,599 | $ (469,954) | $ (127,605,939) | $ 1,998,150 |
Common stock issued for services, shares | 5,658,000 | |||||||||
Common stock issued for services, amount | $ 5,658 | 42,429,342 | 42,435,000 | |||||||
Common stock issued for stock receivable, shares | 666,667 | |||||||||
Common stock issued for stock receivable, amount | $ 667 | (5,000,000) | 4,999,333 | 0 | ||||||
Common stock issued for licenses, shares | 603,334 | |||||||||
Common stock issued for licenses, amount | $ 603 | 4,524,402 | 4,525,005 | |||||||
Common stock issued for technology, shares | 1,100,000 | |||||||||
Common stock issued for technology, amount | $ 1,100 | 8,248,900 | 8,250,000 | |||||||
Stock option expense | 0 | |||||||||
Other comprehensive income | 25,759 | 25,759 | ||||||||
Net income | (56,592,888) | (56,592,888) | ||||||||
Ending balance, shares at Jun. 30, 2018 | 1,000 | 0 | 88,213,001 | |||||||
Ending balance, amount at Jun. 30, 2018 | $ 0 | $ 0 | $ 88,213 | (5,000,000) | 0 | 205,944,236 | 27,358 | (469,954) | (199,948,827) | 641,026 |
Beginning balance, shares at Mar. 31, 2018 | 1,000 | 0 | 81,767,200 | |||||||
Beginning balance, amount at Mar. 31, 2018 | $ 0 | $ 0 | $ 81,767 | 0 | 16,898,580 | 157,607,177 | (8,600) | (469,954) | (172,778,929) | 1,330,041 |
Common stock issued for services, shares | 4,075,800 | |||||||||
Common stock issued for services, amount | $ 4,076 | 30,564,424 | 30,568,500 | |||||||
Preferred stock issued for services | (16,898,580) | (16,898,580) | ||||||||
Common stock issued for stock receivable, shares | 666,667 | |||||||||
Common stock issued for stock receivable, amount | $ 667 | (5,000,000) | 4,999,333 | 0 | ||||||
Common stock issued for licenses, shares | 603,334 | |||||||||
Common stock issued for licenses, amount | $ 603 | 4,524,402 | 4,525,005 | |||||||
Common stock issued for technology, shares | 1,100,000 | |||||||||
Common stock issued for technology, amount | $ 1,100 | 8,248,900 | 8,250,000 | |||||||
Other comprehensive income | 35,958 | 35,958 | ||||||||
Net income | (27,169,898) | (27,169,898) | ||||||||
Ending balance, shares at Jun. 30, 2018 | 1,000 | 0 | 88,213,001 | |||||||
Ending balance, amount at Jun. 30, 2018 | $ 0 | $ 0 | $ 88,213 | $ (5,000,000) | 0 | 205,944,236 | 27,358 | (469,954) | (199,948,827) | 641,026 |
Beginning balance, shares at Dec. 31, 2018 | 1,000 | 10,000 | 93,980,312 | |||||||
Beginning balance, amount at Dec. 31, 2018 | $ 1 | $ 10 | $ 93,980 | 0 | 372,873,862 | 116,654 | (1,129,734) | (364,182,679) | 7,772,094 | |
Common stock issued for services, shares | 1,660,897 | |||||||||
Common stock issued for services, amount | $ 1,661 | 12,362,513 | 12,455,059 | 24,819,233 | ||||||
Common stock issued for contracts, shares | 618,000 | |||||||||
Common stock issued for contracts, amount | $ 618 | 4,634,382 | 4,635,000 | |||||||
Stock option expense | 7,096,952 | 7,096,952 | ||||||||
Other comprehensive income | (117,812) | (117,812) | ||||||||
Net income | (39,696,564) | (39,696,564) | ||||||||
Ending balance, shares at Jun. 30, 2019 | 1,000 | 10,000 | 96,259,209 | |||||||
Ending balance, amount at Jun. 30, 2019 | $ 1 | $ 10 | $ 96,259 | 12,362,513 | 397,060,255 | (1,158) | (1,129,734) | (403,879,243) | 4,508,903 | |
Beginning balance, shares at Mar. 31, 2019 | 1,000 | 10,000 | 95,986,775 | |||||||
Beginning balance, amount at Mar. 31, 2019 | $ 1 | $ 10 | $ 95,987 | 0 | 390,208,295 | (120,375) | (1,129,734) | (380,293,574) | 8,760,610 | |
Common stock issued for services, shares | 272,434 | |||||||||
Common stock issued for services, amount | $ 272 | 12,362,513 | 2,042,983 | 14,405,768 | ||||||
Stock option expense | 4,808,977 | 4,808,977 | ||||||||
Other comprehensive income | 119,217 | 119,217 | ||||||||
Net income | (23,585,669) | (23,585,669) | ||||||||
Ending balance, shares at Jun. 30, 2019 | 1,000 | 10,000 | 96,259,209 | |||||||
Ending balance, amount at Jun. 30, 2019 | $ 1 | $ 10 | $ 96,259 | $ 12,362,513 | $ 397,060,255 | $ (1,158) | $ (1,129,734) | $ (403,879,243) | $ 4,508,903 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows (used by) Operating Activities: | ||
Net income (loss) | $ (39,696,564) | $ (56,592,888) |
Adjustments to reconcile net income (loss) to net cash (used by) operating activities: | ||
Depreciation and amortization | 95,590 | 27,236 |
Common stock issued for services | 24,819,233 | 42,435,000 |
Impairment expense | 4,635,000 | 12,775,005 |
Stock option expense | 7,096,952 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (37,727) | 0 |
Prepaid expenses | 2,937 | 664 |
Customer cash held for deposit | (132,953) | 0 |
Other current assets | (555,608) | (26,895) |
Miscellaneous receivables | 0 | 0 |
Other assets | (7,603) | (33,217) |
Right-of-use assets | 306,042 | 0 |
Right-of-use liabilities | (304,996) | 0 |
Accounts payable | 339,255 | 152 |
Accrued expenses | 763,648 | 70,585 |
Accrued expenses - related party | (21,361) | (2,347) |
Net cash (used by) operating activities | (2,698,155) | (1,346,705) |
Cash Flows from (used in) Investing Activities: | ||
Cash paid for IP development | (891,334) | 0 |
Purchase of property, plant and equipment | (76,962) | (13,236) |
Net cash used by investing activities | (968,296) | (13,236) |
Cash Flows from (used in) Financing Activities: | ||
Proceeds from notes payable | 40,776 | 0 |
Payments on notes payable | (1,057) | 0 |
Net cash from financing activities | 39,719 | 0 |
Effect of currency exchange | (42,779) | 25,759 |
Net increase (decrease) in cash | (3,669,511) | (1,334,182) |
Cash at beginning of period | 7,611,931 | 1,962,240 |
Cash at end of period | 3,942,420 | 628,058 |
SUPPLEMENTAL DISCLOSURES: | ||
Income taxes paid | 6,479 | 0 |
Interest paid | $ 0 | $ 0 |
NATURE OF ACTIVITIES AND SIGNIF
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | Nature of Activities, History and Organization Vivi Holdings, Inc. (The “Company”, “Vivi Holdings”) was organized on June 24, 2016, as a Delaware corporation. The Company is in the technology business providing and managing prepaid card programs, offering global telecommunications services and innovative technical solutions and provides financial technology solutions to clients and partners to conduct electronic commerce seamlessly across in-store, online, and mobile channels, which include integration to cloud-based technology platforms. The Company operates through its wholly owned subsidiaries in the United States, Brazil and Mexico. Vivi Pay, Inc., Vivi Assets, Inc., ViviTech, LLC, and Image Access, Inc. are wholly owned United States subsidiaries. Vivi Asset Consultoria de Negocios e Investimentos Sociedade Anomina, ViviPay Servicos e Intermediacoes Sociedade Anomina,ViviCard Administradora de Cartoes S/A and ViviTech Desenvolvimento de Softwares SA are subsidiaries in Brazil. ViviPay Mexico, Sociedad Anomina de Capital Variable is a Mexican subsidiary. Vivi Holdings is a fintech provider of technology services and payment solutions through its proprietary technology to its clients to allow them to more efficiently manage their payments, across multiple payment channels. The Company serves a diverse set of clients offering payment solutions tailored to their specific needs, while supporting various clients including large enterprises, government and regulated industries, small and medium sized businesses and eCommerce businesses. The Company markets its services through diverse distribution channels, including multiple referral partners and shared revenue arrangements. Significant Accounting Policies The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items that: 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods presented. Basis of Presentation The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States. Principles of Consolidation The financial statements include the accounts of Vivi Holdings, Inc. and its subsidiaries. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount approximates fair market value. Accounts Receivable and Allowances for Doubtful Accounts The allowance for accounts receivable is recorded when receivables are considered to be doubtful of collection. As of June 30, 2019 and December 31, 2018, no allowance has been made. Property The Company leases a 5,459 square feet of office headquartered in Florida and the Company leases four offices in Brazil of 527, 507, 1,085 and 2,030 square feet, respectively. Advertising Costs Advertising and marketing costs are expensed as incurred and included in selling, general and administrative expenses. The Company incurred advertising and marketing costs of $146,042 and $55,464 in the six months ended June 30, 2019 and 2018, respectively. Intangible Assets In accordance with ASC 350, Intangibles—Goodwill and Other Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. The Company reviews finite lived intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As of June 30, 2019, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets. The Company entered into an Agreement and paid $515,301 for a license agreement which is being amortized over four years. For the six months ended June 30, 2019 and 2018 the Company had recorded amortization expense of $65,041 and $0 for this license, respectively. The Company purchased licenses and certain technology important to complementing or complement their digital network. These intangible assets were valued at the market price of the common stock issued, and if there is no trading price, the most readily determinable fair market value of shares issued, whichever can be objectively determined. The Company sold common stock to an investor for cash in October 2016 and July and September 2018 at $7.50 per share. These sales provided the most readily determinable value for the shares and all shares issued for services were valued at this price. The Company developed intellectual property intended to be resold and capitalized $891,334 of these costs in accordance with ASC350. Additionally, these assets are examined for impairment in accordance with ASC 360. Impairment is recorded when an asset’s carrying amount is not recoverable. An asset is not recoverable if the carrying amount exceeds the expected future cash flows to be derived from the asset on a non-discounted basis. Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” Use of Estimates In order to prepare financial statement in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. Foreign Operations The Company operated almost exclusively in Brazil in 2019 and 2018. In the six months ended June 30, 2019 we generated $463,109 from providing software development and technical services and $5,837 from digital transaction fees where our net assets at June 30, 2019 in Brazil were $431,435. In 2018, the Company generated 100% of its income in Brazil of $509,301 – all related party - from providing software development and technical services and $0 from digital transaction fees. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Revenue is recognized net of taxes collected from clients, which are subsequently remitted to governmental authorities. The Company recognizes revenues from transaction activities and other services. The Company’s core performance obligations are to provide electronic payment solutions and electronic processing services including the capture, transmission, processing and settlement of transactions carried out using credit, debit and white label cards, as well as fees for other services. The Company also invoices clients for software development. The Company’s agrees to perform an unknown or unspecified quantity of tasks for its clients and the consideration received is contingent upon the clients’ use (i.e., number of payment transactions processed, number of cards on file, etc.); as such, the total transaction price is variable. The Company allocates the variable fees charged to the day in which it has the contractual right to bill its clients. Revenue from transaction activities is recognized net of interchange fees retained by card issuers and assessment fees paid to payment scheme networks, which are pass-through charges collected on their behalf, as the Company does not bear the significant risks and rewards of the authorization, processing and settlement services provided by the payment scheme networks and card issuers. The Company is an agent in the authorization, processing and settlement of payment transactions as it does not bear the significant risks and rewards of those services as follows: • The Company facilitates the acquisition of payment information and management of the client relationship, it is not primarily responsible for the authorization, processing and settlement services performed by payment schemes networks and card issuers; • The Company has no latitude to establish the assessment and interchange fees, which are set by the payment scheme networks. The Company generally has the right to increase its client discount rate to protect its net commission when interchange and assessment fees are increased by payment schemes networks; • The Company does not collect the interchange fee that is retained by the card issuer and effectively acts as a clearing house in collecting and remitting assessment fees and payment settlements on behalf of payment scheme networks and clients; and • The Company does not bear credit risk of the cardholder (i.e., the client’s customer). It does bear credit risk from the card issuer for the payment settlement and assessment fees. Card issuers are qualified by the payment scheme networks and are generally high credit quality financial institutions. Receivables can be considered to be collateralized by the cardholder’s invoice settlement proceeds. As such, the Company’s exposure to credit risk is generally low. The Company provides (i) electronic business automatization solutions, (ii) operating leases of electronic capture equipment to clients, net of withholding taxes, and (iii) software development services. The Company plans to start leasing equipment to customers. At that time, the Company will account for equipment rental as a separate performance obligation and recognizes the revenue at its standalone selling price, considering that rental is charged as a fixed monthly fee. Revenue is recognized within net revenue on a straight-line basis over the contractual lease term, beginning when the client obtains control of the equipment lease. The Company does not manufacture equipment, but purchases equipment from third-party vendors and holds the hardware in property & equipment until leased to a customer. Contracts with Multiple Performance Obligations The Company’s contracts with its clients can consist of multiple performance obligations and the Company accounts for individual performance obligations separately if they are distinct. When equipment or services are bundled in an agreement with a client, the components are separated using the relative stand-alone selling price of the components which is based on the Company’s customary pricing for each element in separate transactions or expected cost plus a margin. In limited situations, the relative stand-alone selling price for an element that cannot be assessed on one of the previous basis, revenue is first allocated to the element where relative stand-alone selling price has been established and the residual amount would be allocated to the element with no relative stand-alone selling price. The Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) Service warranty The Company does not warranty any of the work it provides under software development contracts. Stock-Based Compensation The Company accounts for stock for services and stock-based compensation at fair value as prescribed in ASC 718. The Company accounts for stock issued for compensation under the guidance in ASC 505 and ASC 718 where share-based payment awards are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured. Shares issued under ASC 505 or ASC 718 were issued to employees or advisors in exchange for open ended services which are provided on an as needed basis. The Company sold common stock to an investor for cash in October 2016 and July 2018 at $7.50 per share. The Company considered these transactions along with shares sold for cash and determined that the cash-based transactions were the most readily determinable value. For the six months ended June 30, 2019 and 2018 total common stock share-based compensation expense was $24,819,233 and $42,435,000, respectively, with an additional charge in the 2019 period for stock option expense of $7,096,952. Reclassification of Comparative Amounts Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications. Such reclassifications had no material effect on net income or stockholders’ equity. Per Share Amounts Earnings per share are calculated in accordance with ASC 260 “ Earnings per Share As the Company incurred a net loss during the periods ended June 30, 2019 and 2018, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive and, therefore, have been excluded from the computation. Concentrations of risk Our cash, cash equivalents, accounts receivable, loans and interest receivable, and funds receivable and customer accounts are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. From time to time, we may also have corporate deposit balances with financial services institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. Our accounts receivable are derived from revenue earned from customers internationally. During the years ended December 31, 2018 and 2017, two customers accounted 51% and 16% of revenues. The customer accounting for 51% is a company owned by our Chairman and thus is a related party. No other source of revenue represented more than 10% of our revenue. Foreign Currency Translation The functional currency for the subsidiaries of the Company in Brazil is the Brazilian Real. The functional currency for the subsidiaries of the Company in Mexico is the Mexico peso. As a result, in accordance with ASC 830, the financial statements of the subsidiaries have been translated or re-measured from Brazilian Real and Mexican Peso into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for nonmonetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with nonmonetary assets and liabilities and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency translation gains and losses are reported as a separate component of stockholders’ equity comprehensive income (loss). Fair Value of Financial Instruments The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of June 30, 2019 and 2018, the Company had no Level 3 inputs. Recently Issued Accounting Pronouncements Presentation of an Unrecognized Tax Benefit: Foreign Currency Matters: In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which modifies accounting for lessees by requiring the recording of right-of-use lease assets and lease liabilities for operating leases and disclosing key information about leasing arrangements. The Company is currently implementing the requirements of Topic 842, which is effective for the Company starting on January 1, 2019. Most of the Company’s operating leases are subject to this new standard whose impact will be reflected by an increase in the Company’s total assets and total liabilities relative to such amount prior to adoption. We adopted Topic 842 on January 1, 2019. Revenue from Contracts with Customers: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. Topic 230 will be effective in 2019 and its impact is dependent upon the level of restricted cash of the Company, which at this time is insignificant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019. Fair Value Measurement: I In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. This update is effective for interim and annual reporting periods beginning after December 15, 2018, and the Company is currently evaluating its financial statement impact. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
PROPERTY
PROPERTY | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY | The Company’s policy is to capitalize all property purchases over $1,000 and depreciates the assets over their useful lives of 3 to 7 years. Property consists of the following at June 30, 2019 and December 31, 2018: June 30. 2019 December 31, 2018 Leasehold Improvements $ 141,966 $ 141,966 Office furniture and fixtures 18,278 18,278 Office equipment 36,618 36,618 Computers 6,287 6,287 Vehicles 86,633 9,671 Sub-total 289,782 212,820 Less: Accumulated depreciation (140,506 ) (109,958 ) Total Property $ 149,276 $ 102,862 Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $30,548 and $27,236 for the six months ended June 30, 2019 and 2018, respectively. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | Adoption of ASC Topic 842, “Leases” On January 1, 2019, the Company adopted Topic 842 using the prospective transition method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 840. The Company’s leases consist of an operating lease that relates to real estate agreements entered into in December 2016 and equipment leases. Practical Expedients and Elections The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, the Company’s assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that exist prior to adoption of the new standard. Discount Rate To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the most recent interest rate the Company is paying on an equipment purchase. The Company determined that 7.0% was an appropriate incremental borrowing rate to apply to its equipment leases and its real-estate operating leases. The Company determines if a contract is or contains a lease at inception. As of June 30, 2019 the Company has both real estate leases and equipment leases. Variable lease costs consist primarily of variable common area maintenance, storage parking and utilities. The Company’s leases do not have any residual value guarantees or restrictive covenants. As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company’s interest rate of promissory notes. The Company’s components of lease cost are as follows: Six Months Ended June 30, 2019 Operating Leases $ 150,643 Short Term Lease Costs 9,648 Variable Lease Costs — TOTAL $ 160,291 Weighted average remaining lease term and weighted average discount rate are as follows: Weighted Average Remaining Lease Term (Years) – Operating Leases 1.83 Weighted Average Discount Rate – Operating Leases 7.00% Future minimum lease obligations are as follows for the six months ending December 31, 2019 and twelve months for each year thereafter: YEAR 2019 $ 118,796 2020 98,594 2021 32,370 2022 992 Thereafter - TOTAL $ 250,752 Right of use assets Right of use assets are included in the unaudited condensed consolidated Balance Sheet are as follows: June 30, 2019 Non-current assets Right-of-use assets, operating leases, net of amortization $ 304,996 Right-of-Use Liabilities Amount Disclosed as: Current portion $ 169,215 Non-current portion 136,827 $ 306,042 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | In 2018, the Company signed a license agreement with a sports franchise and paid two million Brazilian reais which equated to $515,301 US dollars. The forty-eight month agreement Commenced on October 1, 2018. The Contract provides for a split of revenues the Company generates from marketing under the Agreement and using the sports franchise logos after deducting direct costs of benefits, insurance, card management fees, acquisition costs and taxes. The revenue will be generated from prepaid card operation, fees on digital wallet transactions, gross margins of micro loans and revenue from POS terminals, if and when available. In 2019, the Company developed intellectual property intended to be resold and capitalized $891,334 of these costs in accordance with ASC350. Intangible Assets Balance, December 31, 2017 $ — Purchase of Forty-Eight Month License Fee 515,301 Less: Accumulated Amortization (34,192 ) Net Intangible Assets, December 31, 2018 $ 481,109 Additions: Cash invested in IP Development 891,334 Less: Accumulated Amortization (65,041 ) Net Intangible Assets, June 30, 2019 $ 1,307,402 Amortization has been provided over the length of the license agreement or forty-eight months. Amortization expense was $65,041 and $34,192 for the six months ended June 30, 2019 and 2018, respectively. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Other Assets [Abstract] | |
OTHER ASSETS | In January 2019, the Company bought OwnCard Administradora de Cartoes S/A for 618,000 common shares and changed its name to ViviCard Administradora de Cartoes S/A. The Company has registered capital in Brazil of $312,681,518 ($81,275,109 USD at June 30, 2019) which is recognized as equity capital in Brazil and gives the Company the ability to use this capital for certain purposes in Brazil such as bidding on government contracts, capital if needed for surplus capital for financial transactions among other uses. The Company believes it will be beneficial as it will count as capital once the Company is required to have and maintain capital as a processor for financial transactions. The Company expensed the value of the 618,000 shares of $4,635,000. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | Authorized Capital Preferred Stock Common Stock Series A Preferred Stock The Company has designated 1,000 shares of its Preferred Stock as Series A, having a par value of $0.001 per share. Holders of the Series A Preferred Stock have the right to elect a majority of the Board of Directors of the Company. In June 2016, the Company issued 1,000 shares of Series A Preferred Stock to its CEO. At June 30, 2019 and December 31, 2018, there were 1,000 shares of Series A Preferred Stock outstanding. Series B Preferred Stock The Company has designated 10,000 shares of its Preferred Stock as Series B, having a par value of $0.001 per share. Holders of the Series B Preferred Stock have the right to convert into what would equal ten percent of the outstanding common stock of the company. At June 30, 2019 and December 31, 2018, there were 10,000 shares of Series B Preferred Stock outstanding, respectively. In April 2018, the Company authorized the issuance 10,000 shares of Series B Preferred Stock to its CEO at such time the designation is filed and accepted by the State of Delaware. The designation was filed and accepted by the State of Delaware on October 8, 2018. This issuance resulted in a charge of $77,893,314 that is reflected in the financial statements as of the date the filing in Delaware was completed. Separate Series; Increase or Decrease in Authorized Shares Common Stock The Company is authorized to issue 480,000,000 common shares at a par value 96,259,209 of $0.001 per share. These shares have full voting rights. At June 30, 2019 and December 31, 2018, there were 96,259,209 and 93,980,312 shares issued and outstanding, respectively. No dividends were paid for the periods ended June 30, 2019 and December 31, 2018. 2019 Common Stock Issuances During the six months ended June 30, 2019, the Company issued 1,660,897 shares for services and 618,000 for a subsidiary with social capital as detailed below. 2019 Common Stock Activity On February 5, 2019, the Company, relying upon Regulation S, issued 38,462 common shares for employment related services to one foreign consultant for services provided to the Company. On February 28, 2019, the Company, relying upon Regulation S, issued 618,000 common shares to one foreign person as consideration for 100% of the outstanding capital of a Brazilian company. On March 27, 2019, the Company, relying upon Section 4(9)(2) of the Securities Act, issued 100,000 common shares to one U.S. employee for services provided to the Company. On March 31, 2019, the Company, relying upon Regulation S, issued 750,000 common shares to two foreign employees and one foreign consultant and 500,000 to one U.S. entity as consideration for services provided to the Company. On March 31, 2019, the Company, relying upon Regulation S, issued 41,665 common shares to one foreign person for services provided to the Company. At June 30, 2019, the Company expensed 1,648,334 shares of common stock for services which had not been issued on June 30, 2019. Services Technology Assigned Value Per Share Valuation Technology Assets 618,000 $ 7.50 4,635,000 Services – Employees 2,280,000 $ 7.50 17,100,000 Services – Consultants 1,029,231 $ 7.50 7,719,233 3,309,231 618,000 29,454,233 2018 Common Stock Issuances During the twelve months ended December 31, 2018, the Company issued 16,863,444 shares for services, 1,703,334 for technology and 1,333,334 for cash as detailed below and also received back 5,885,000 from shareholders for cancellation which were reissued as part of the 16,863,444. 2018 Common Stock Activity On March 31, 2018, the Company, relying upon Regulation S, issued 1,582,200 common shares for employment related services to forty-six foreign employees for services provided to the Company. On April 2, 2018, the Company, relying upon Regulation S, issued 500,000 common shares for employment related services to one foreign employee for services provided to the Company. On April 2, 2018, the Company, relying upon Regulation S, issued 403,334 common shares to four foreign persons as consideration for the receipt of technology assets to integrate into the Company’s digital platform to two foreign persons. On April 30, 2018, the Company, relying upon Regulation S, issued 200,000 common shares to one foreign person as consideration for the receipt of technology assets to integrate into the Company’s digital platform. On April 30, 2018, the Company, relying upon Rule 701 of the Securities Act, issued 100,000 common shares for employment related services to one U.S. employee for services to the Company. On April 30, 2018, the Company, relying upon Regulation S, issued 140,000 common shares for employment related services to fourteen foreign employees for services provided to the Company. On April 30, 2018, relying upon Regulation S, the Company issued 30,000 for services to three foreign persons provided to the Company. On May 10, 2018, the Company, relying upon Regulation S, issued 1,000,000 common shares for employment related services to two foreign consultants for services provided to the Company. On May 15, 2018, the Company, relying upon Regulation S, issued 380,000 common shares for employment related services to three foreign employees for services provided to the Company, and relying upon Regulation S, the Company issued 200,000 to one foreign person for services provided to the Company. On June 1, 2018, the Company, relying upon Regulation S, issued 1,100,000 common shares to one foreign person as consideration for receipt of technology assets to integrate into the Company’s digital platform. On June 1, 2018, the Company, relying upon Regulation S, issued 755,800 common shares for employment related services to three foreign employees for services provided to the Company. On June 1, 2018, relying upon Regulation S, the Company issued 500,000 for services to two foreign persons for services provided to the Company. On June 1, 2018, relying upon Regulation S, the Company issued 100,000 for services to one foreign person for services provided to the Company. On June 1, 2018, relying upon Regulation S, the Company issued 15,000 for services to two foreign persons for services provided to the Company. On June 21, 2018, the Company, relying upon Regulation S, issued 1,000,000 common shares for employment related services to one foreign person for services provided to the Company. On June 21, 2018, the Company, relying upon Section 4(a)(2), issued 100,000 common shares for services to one U.S. entity for services provided to the Company. On July 12, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 400,000 common shares for consulting related services to two U.S. entities for consulting services provided to the Company. On July 16, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 666,667 common shares to one U.S. person for total cash consideration of $5,000,000 at a purchase price of $7.50 per share. On July 26, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 750,000 common shares for consulting related services to one U.S. entity for services provided to the Company, and, relying on Regulation S issued 300,000 common shares to one foreign person for services provided to the Company, and relying on Regulation 701, issued 50,000 to one U.S. person for services provided to the Company. On July 26, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 500,000 common shares for consulting related services to one U.S. person for services provided to the Company. On August 11, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 1,500,000 common shares for consulting related services to two U.S. persons. On August 11, 2018, the Company, relying upon Regulation S, issued 200,000 common shares for consulting related services to one foreign entity. On August 23, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 500,000 common shares for consulting related services to one foreign employee. On August 23, 2018, the Company, relying upon Rule 701 of the Securities Act, issued 500,000 common shares for consulting related services to one U.S. person for services provided to the Company. On August 30, 2018, the Company, relying upon Regulation S, issued 500,000 common shares for services to eleven foreign employees for services provided to the Company. On September 13, 2018, the Company, relying upon Rule 701 of the Securities Act, issued 500,000 common shares for consulting related services to one U.S. person for services provided to the Company. On September 13, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 666,667 common shares to one U.S. investor for total cash consideration of $5,000,000 at a purchase price of $7.50 per share. On September 14, 2018, the Company, relying upon Regulation S, issued 100,000 common shares for employment related services to one foreign person and relying on Rule 701 of the Securities Act, issued 20,000 common shares to one U.S. persons for services provided to the Company. On September 30, 2018, the Company, relying upon Regulation S, issued 300,000 common shares for employment related services to one foreign employee. On September 30, 2018, the Company, relying upon Regulation S, issued 500,000 common shares for employment related services to three U.S. persons and one U.S. entity. On September 30, 2018, the Company, relying upon Regulation S, issued 1,692,308 common shares for employment and consulting related services to three foreign employees, and, relying on Rule 701 of the Securities Act, issued 100,000 common shares to one U.S. employee for employment services provided to the Company and relying on Section 4(a)(2) of the Securities Act, issued 1,000,000 common shares for consulting related services to one U.S. entity for services provided to the Company. On September 30, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 83,333 common shares for consulting related services to one foreign person. On December 12, 2018, the Company, relying upon Regulation S, issued 390,000 common shares for consulting related services to six foreign consultants and, relying upon Section 4(a)(2) of the Securities Act, issued 100,000 common shares for consulting services to one U.S. entity. On December 12, 2018, the Company, relying upon Regulation S, issued 50,000 common shares for consulting related services to one foreign consultant. On December 31, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 300,000 common shares for consulting services to one U.S. entity. On December 31, 2018, the Company, relying upon Section 4(a)(2) of the Securities Act, issued 125,002 common shares for consulting related services to one foreign person. The following table summarizes these issuances in 2018: Services Assets/Technology Cash Assigned Value per Share Valuation Assets 1,703,334 $7.50 12,775,005 Cash 1,333,334 $7.50 10,000,000 Services – Employees 6,550,309 $7.50 49,127,317 Services – Consultants 10,313,335 $7.50 77,350,013 Total 16,863,644 1,703,334 1,333,334 149,692,140 Common Stock Options and Warrants At December 31, 2018 the Company has no options or warrants outstanding. The Company had authorized the issuance of 500,000 in July 2018 to be vested over twelve months starting in August 2018. |
IMPAIRMENT OF ASSETS
IMPAIRMENT OF ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Asset Impairment Charges [Abstract] | |
IMPAIRMENT OF ASSETS | The Company has adopted ASC 360 “ Property, Plant and Equipment” In the six months ended June 30, 2019 and 2018, the Company purchased technology and or businesses that the Company determined enhanced its digital platform but needed to be fully impaired in those periods as follows: Intangible assets: 2019 2018 December 31, 2018 $ — — Total 2019 Intangible Licenses and Technology Purchased 4,635,000 12,775,005 Less: Impairment (4,635,000 ) (12,775,005 ) June 30, 2019, Net Intangible Licenses and Technology $ — $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | In the twelve months ended December 31, 2018, the Company paid $2,347 in related party payables which were outstanding at December 31, 2017. On April 30, 2018, the Company authorized the issuance of 10,000 of Series B Preferred Stock to the Company Chairman/CEO in 2018 for services. The 10,000 Series B Preferred Stock has the right to convert into ten percent of the common stock of the Company. The issuance was also approved by a majority of the stockholders. On October 8, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Delaware. In the Amended and Restated Articles the Company has designated 10,000 shares of its Preferred Stock as Series B, having a par value of $0.0001 per share. Holders of the Series B Preferred Stock have the right to convert into what would equal ten percent of the outstanding common stock of the company. At December 31, 2017, there were 0 shares of Series B Preferred Stock outstanding. In April 2018, the stockholders voted to issue the 10,000 Series B Preferred Stock to its Eugenio Santos at such time the designation is filed and accepted by the State of Delaware. The designation was filed and accepted by the State of Delaware on October 8, 2018 and accordingly, the shares are deemed issued to Eugenio Santos as of that date. On September 19, 2018, the Company repurchased 200,000 common shares from its founder at $3.00 per share. |
FOREIGN CURRENCY TRANSLATION
FOREIGN CURRENCY TRANSLATION | 6 Months Ended |
Jun. 30, 2019 | |
Foreign Currency Translation [Abstract] | |
FOREIGN CURRENCY TRANSLATION | The functional currency for the subsidiaries of the Company is the Brazilian Real. As a result, in accordance with ASC 830, the financial statements of the subsidiaries have been translated or re-measured from Brazilian Real into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for nonmonetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with nonmonetary assets and liabilities and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency translation gains and losses are reported as a separate component of stockholders’ equity (comprehensive income (loss). The financial statements of the subsidiaries should not be construed as representations that Brazilian Real have been, could have been or may in the future be converted into U.S. dollars at such rates or any other rates. Relevant exchange rates used in the preparation of the financial statements for the subsidiaries are as follows as of June 30, 2019 and December 31, 2018 (Brazilian Real and Mexican Peso per one U.S. dollar): June 30, 2019 Dec 31, 2018 Exchange Rate at Period End – Brazil Reais 3.847 3.881 Exchange Rate at Period End - Mexico Pesos 19.153 19.650 Relevant exchange rates used in the preparation of the income statement portion of financial statements for the subsidiaries are as follows for the periods ended June 30, 2019 and December 31, 2018 (Brazilian Real and Mexican Peso per one U.S. dollar): June 30, 2019 Dec 31, 2018 Weighted Average Exchange Rate for – Brazil Reais 3.844 3.656 Weighted Average Exchange Rate for – Mexico Pesos 19.167 19.810 The Company recorded currency transaction effect in other comprehensive income of $(117,812) and $25,769 for the six months ending June 30, 2019 and 2018, respectively, in accordance with ASC 830-30-45-3. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On August 5, 2019, the Company signed a stock purchase agreement, pursuant to which it issued 2,250,000 common shares to one U.S. entity in reliance on Section 4(a)(2) of the Securities Act. On August 5, 2019, the Company issued 300,000 shares to one U.S. employees in reliance on Section 4(a)(2) of the Securities Act. The shares were issued as an employee sign-on bonuses. |
NATURE OF ACTIVITIES AND SIGN_2
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States. |
Principles of consolidation | The financial statements include the accounts of Vivi Holdings, Inc. and its subsidiaries. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. |
Cash and cash equivalents | The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount approximates fair market value. |
Accounts receivable and allowances for doubtful accounts | The allowance for accounts receivable is recorded when receivables are considered to be doubtful of collection. As of June 30, 2019 and December 31, 2018, no allowance has been made. |
Property | The Company leases a 5,459 square feet of office headquartered in Florida and the Company leases four offices in Brazil of 527, 507, 1,085 and 2,030 square feet, respectively. |
Advertising costs | Advertising and marketing costs are expensed as incurred and included in selling, general and administrative expenses. The Company incurred advertising and marketing costs of $146,042 and $55,464 in the six months ended June 30, 2019 and 2018, respectively. |
Intangible assets | In accordance with ASC 350, Intangibles—Goodwill and Other Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. The Company reviews finite lived intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As of June 30, 2019, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets. The Company entered into an Agreement and paid $515,301 for a license agreement which is being amortized over four years. For the six months ended June 30, 2019 and 2018 the Company had recorded amortization expense of $65,041 and $0 for this license, respectively. The Company purchased licenses and certain technology important to complementing or complement their digital network. These intangible assets were valued at the market price of the common stock issued, and if there is no trading price, the most readily determinable fair market value of shares issued, whichever can be objectively determined. The Company sold common stock to an investor for cash in October 2016 and July and September 2018 at $7.50 per share. These sales provided the most readily determinable value for the shares and all shares issued for services were valued at this price. The Company developed intellectual property intended to be resold and capitalized $891,334 of these costs in accordance with ASC350. Additionally, these assets are examined for impairment in accordance with ASC 360. Impairment is recorded when an asset’s carrying amount is not recoverable. An asset is not recoverable if the carrying amount exceeds the expected future cash flows to be derived from the asset on a non-discounted basis. |
Income taxes | The Company accounts for income taxes under ASC 740 “Income Taxes” |
Use of estimates | In order to prepare financial statement in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. |
Foreign operations | The Company operated almost exclusively in Brazil in 2019 and 2018. In the six months ended June 30, 2019 we generated $463,109 from providing software development and technical services and $5,837 from digital transaction fees where our net assets at June 30, 2019 in Brazil were $431,435. In 2018, the Company generated 100% of its income in Brazil of $509,301 – all related party - from providing software development and technical services and $0 from digital transaction fees. |
Revenue recognition | The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Revenue is recognized net of taxes collected from clients, which are subsequently remitted to governmental authorities. The Company recognizes revenues from transaction activities and other services. The Company’s core performance obligations are to provide electronic payment solutions and electronic processing services including the capture, transmission, processing and settlement of transactions carried out using credit, debit and white label cards, as well as fees for other services. The Company also invoices clients for software development. The Company’s agrees to perform an unknown or unspecified quantity of tasks for its clients and the consideration received is contingent upon the clients’ use (i.e., number of payment transactions processed, number of cards on file, etc.); as such, the total transaction price is variable. The Company allocates the variable fees charged to the day in which it has the contractual right to bill its clients. Revenue from transaction activities is recognized net of interchange fees retained by card issuers and assessment fees paid to payment scheme networks, which are pass-through charges collected on their behalf, as the Company does not bear the significant risks and rewards of the authorization, processing and settlement services provided by the payment scheme networks and card issuers. The Company is an agent in the authorization, processing and settlement of payment transactions as it does not bear the significant risks and rewards of those services as follows: • The Company facilitates the acquisition of payment information and management of the client relationship, it is not primarily responsible for the authorization, processing and settlement services performed by payment schemes networks and card issuers; • The Company has no latitude to establish the assessment and interchange fees, which are set by the payment scheme networks. The Company generally has the right to increase its client discount rate to protect its net commission when interchange and assessment fees are increased by payment schemes networks; • The Company does not collect the interchange fee that is retained by the card issuer and effectively acts as a clearing house in collecting and remitting assessment fees and payment settlements on behalf of payment scheme networks and clients; and • The Company does not bear credit risk of the cardholder (i.e., the client’s customer). It does bear credit risk from the card issuer for the payment settlement and assessment fees. Card issuers are qualified by the payment scheme networks and are generally high credit quality financial institutions. Receivables can be considered to be collateralized by the cardholder’s invoice settlement proceeds. As such, the Company’s exposure to credit risk is generally low. The Company provides (i) electronic business automatization solutions, (ii) operating leases of electronic capture equipment to clients, net of withholding taxes, and (iii) software development services. The Company plans to start leasing equipment to customers. At that time, the Company will account for equipment rental as a separate performance obligation and recognizes the revenue at its standalone selling price, considering that rental is charged as a fixed monthly fee. Revenue is recognized within net revenue on a straight-line basis over the contractual lease term, beginning when the client obtains control of the equipment lease. The Company does not manufacture equipment, but purchases equipment from third-party vendors and holds the hardware in property & equipment until leased to a customer. Contracts with Multiple Performance Obligations The Company’s contracts with its clients can consist of multiple performance obligations and the Company accounts for individual performance obligations separately if they are distinct. When equipment or services are bundled in an agreement with a client, the components are separated using the relative stand-alone selling price of the components which is based on the Company’s customary pricing for each element in separate transactions or expected cost plus a margin. In limited situations, the relative stand-alone selling price for an element that cannot be assessed on one of the previous basis, revenue is first allocated to the element where relative stand-alone selling price has been established and the residual amount would be allocated to the element with no relative stand-alone selling price. The Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) Service warranty The Company does not warranty any of the work it provides under software development contracts. |
Stock-based compensation | The Company accounts for stock for services and stock-based compensation at fair value as prescribed in ASC 718. The Company accounts for stock issued for compensation under the guidance in ASC 505 and ASC 718 where share-based payment awards are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be more reliably measured. Shares issued under ASC 505 or ASC 718 were issued to employees or advisors in exchange for open ended services which are provided on an as needed basis. The Company sold common stock to an investor for cash in October 2016 and July 2018 at $7.50 per share. The Company considered these transactions along with shares sold for cash and determined that the cash-based transactions were the most readily determinable value. For the six months ended June 30, 2019 and 2018 total common stock share-based compensation expense was $24,819,233 and $42,435,000, respectively, with an additional charge in the 2019 period for stock option expense of $7,096,952. |
Reclassification of comparative amounts | Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications. Such reclassifications had no material effect on net income or stockholders’ equity. |
Per share amounts | Earnings per share are calculated in accordance with ASC 260 “ Earnings per Share As the Company incurred a net loss during the periods ended June 30, 2019 and 2018, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive and, therefore, have been excluded from the computation. |
Concentrations of risk | Our cash, cash equivalents, accounts receivable, loans and interest receivable, and funds receivable and customer accounts are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. From time to time, we may also have corporate deposit balances with financial services institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions. Our accounts receivable are derived from revenue earned from customers internationally. During the years ended December 31, 2018 and 2017, two customers accounted 51% and 16% of revenues. The customer accounting for 51% is a company owned by our Chairman and thus is a related party. No other source of revenue represented more than 10% of our revenue. |
Foreign currency translation | The functional currency for the subsidiaries of the Company in Brazil is the Brazilian Real. The functional currency for the subsidiaries of the Company in Mexico is the Mexico peso. As a result, in accordance with ASC 830, the financial statements of the subsidiaries have been translated or re-measured from Brazilian Real and Mexican Peso into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for nonmonetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with nonmonetary assets and liabilities and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency translation gains and losses are reported as a separate component of stockholders’ equity comprehensive income (loss). |
Fair value of financial instruments | The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of June 30, 2019 and 2018, the Company had no Level 3 inputs. |
Recently issued accounting pronouncements | Presentation of an Unrecognized Tax Benefit: Foreign Currency Matters: In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which modifies accounting for lessees by requiring the recording of right-of-use lease assets and lease liabilities for operating leases and disclosing key information about leasing arrangements. The Company is currently implementing the requirements of Topic 842, which is effective for the Company starting on January 1, 2019. Most of the Company’s operating leases are subject to this new standard whose impact will be reflected by an increase in the Company’s total assets and total liabilities relative to such amount prior to adoption. We adopted Topic 842 on January 1, 2019. Revenue from Contracts with Customers: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. Topic 230 will be effective in 2019 and its impact is dependent upon the level of restricted cash of the Company, which at this time is insignificant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019. Fair Value Measurement: I In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. This update is effective for interim and annual reporting periods beginning after December 15, 2018, and the Company is currently evaluating its financial statement impact. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
PROPERTY (Tables)
PROPERTY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property | June 30. 2019 December 31, 2018 Leasehold Improvements $ 141,966 $ 141,966 Office furniture and fixtures 18,278 18,278 Office equipment 36,618 36,618 Computers 6,287 6,287 Vehicles 86,633 9,671 Sub-total 289,782 212,820 Less: Accumulated depreciation (140,506 ) (109,958 ) Total Property $ 149,276 $ 102,862 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease cost | June 30, 2019 Operating Leases $ 150,643 Short Term Lease Costs 9,648 Variable Lease Costs — TOTAL $ 160,291 |
Weighted average remaining lease term and discount rate | Weighted Average Remaining Lease Term (Years) – Operating Leases 1.83 Weighted Average Discount Rate – Operating Leases 7.00% |
Future minimum lease obligations | YEAR 2019 $ 118,796 2020 98,594 2021 32,370 2022 992 Thereafter - TOTAL $ 250,752 |
Right of use assets | June 30, 2019 Non-current assets Right-of-use assets, operating leases, net of amortization $ 304,996 Right-of-Use Liabilities Amount Disclosed as: Current portion $ 169,215 Non-current portion 136,827 $ 306,042 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible Assets Balance, December 31, 2017 $ — Purchase of Forty-Eight Month License Fee 515,301 Less: Accumulated Amortization (34,192 ) Net Intangible Assets, December 31, 2018 $ 481,109 Additions: Cash invested in IP Development 891,334 Less: Accumulated Amortization (65,041 ) Net Intangible Assets, June 30, 2019 $ 1,307,402 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
Common stock issued | At June 30, 2019, the Company expensed 1,648,334 shares of common stock for services which had not been issued on June 30, 2019. Services Technology Assigned Value Per Share Valuation Technology Assets 618,000 $ 7.50 4,635,000 Services – Employees 2,280,000 $ 7.50 17,100,000 Services – Consultants 1,029,231 $ 7.50 7,719,233 3,309,231 618,000 29,454,233 The following table summarizes these issuances in 2018: Services Assets/Technology Cash Assigned Value per Share Valuation Assets 1,703,334 $7.50 12,775,005 Cash 1,333,334 $7.50 10,000,000 Services – Employees 6,550,309 $7.50 49,127,317 Services – Consultants 10,313,335 $7.50 77,350,013 Total 16,863,644 1,703,334 1,333,334 149,692,140 |
IMPAIRMENT OF ASSETS (Tables)
IMPAIRMENT OF ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Impairment Charges [Abstract] | |
Asset impairment | 2019 2018 December 31, 2018 $ — — Total 2019 Intangible Licenses and Technology Purchased 4,635,000 12,775,005 Less: Impairment (4,635,000 ) (12,775,005 ) June 30, 2019, Net Intangible Licenses and Technology $ — $ — |
FOREIGN CURRENCY TRANSLATION (T
FOREIGN CURRENCY TRANSLATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Foreign Currency Translation [Abstract] | |
Exchange rates | June 30, 2019 Dec 31, 2018 Exchange Rate at Period End – Brazil Reais 3.847 3.881 Exchange Rate at Period End - Mexico Pesos 19.153 19.650 June 30, 2019 Dec 31, 2018 Weighted Average Exchange Rate for – Brazil Reais 3.844 3.656 Weighted Average Exchange Rate for – Mexico Pesos 19.167 19.810 |
NATURE OF ACTIVITIES AND SIGN_3
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |
Advertising costs | 146,042 | $ 55,464 | ||
Amortization of intangible assets | 65,041 | 0 | $ 34,192 | |
Share-based compensation expense | 24,819,233 | 42,435,000 | ||
Stock option expense | $ 4,808,977 | $ 7,096,952 | $ 0 |
PROPERTY (Details)
PROPERTY (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, gross | $ 289,782 | $ 212,820 |
Less: accumulated depreciation | (140,506) | (109,958) |
Property, net | 149,276 | 102,862 |
Leasehold Improvements | ||
Property, gross | 141,966 | 141,966 |
Office Furniture and Fixtures | ||
Property, gross | 18,278 | 18,278 |
Office Equipment | ||
Property, gross | 36,618 | 36,618 |
Computers | ||
Property, gross | 6,287 | 6,287 |
Vehicles | ||
Property, gross | $ 86,633 | $ 9,671 |
PROPERTY (Details Narrative)
PROPERTY (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 30,548 | $ 27,236 |
LEASES (Details)
LEASES (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating leases | $ 150,643 |
Short term lease costs | 9,648 |
Variable lease costs | 0 |
Total | $ 160,291 |
LEASES (Details 1)
LEASES (Details 1) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (years) - operating leases | 1 year 9 months 29 days |
Weighted average discount rate - operating leases | 7.00% |
LEASES (Details 2)
LEASES (Details 2) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 118,796 |
2020 | 98,594 |
2021 | 32,370 |
2022 | 992 |
Thereafter | 0 |
Total | $ 250,752 |
LEASES (Details 3)
LEASES (Details 3) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Right-of-use assets, operating leases, net of amortization | $ 304,996 | $ 0 |
Right-of-use liabilities, current | 169,215 | 0 |
Right-of-use liabilities, noncurrent | 136,827 | $ 0 |
Right-of-use liabilities | $ 306,042 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets, beginning | $ 481,109 | $ 0 | $ 0 |
Additions | 891,334 | 513,301 | |
Less: accumulated amortization | (65,041) | $ 0 | (34,192) |
Intangible assets, ending | $ 1,307,402 | $ 481,109 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 65,041 | $ 0 | $ 34,192 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Valuation | $ 29,454,233 | $ 149,692,140 |
Technology Assets | ||
Stock issued | 618,000 | 1,703,334 |
Assigned value per share | $ 7.50 | $ 7.50 |
Valuation | $ 4,635,000 | $ 12,775,005 |
Services | ||
Stock issued | 3,309,231 | 16,863,644 |
Services | Employees | ||
Stock issued | 2,280,000 | 6,550,309 |
Assigned value per share | $ 7.50 | $ 7.50 |
Valuation | $ 17,100,000 | $ 49,127,317 |
Services | Consultants | ||
Stock issued | 1,029,231 | 10,313,335 |
Assigned value per share | $ 7.50 | $ 7.50 |
Valuation | $ 7,719,233 | $ 77,350,013 |
Cash | ||
Stock issued | 1,333,334 | |
Assigned value per share | $ 7.50 | |
Valuation | $ 10,000,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 96,259,209 | 93,980,312 |
Common stock, outstanding | 96,259,209 | 93,980,312 |
Preferred Stock Series A | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 1,000 | 1,000 |
Preferred stock, outstanding | 1,000 | 1,000 |
Preferred Stock Series B | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000 | 10,000 |
Preferred stock, issued | 10,000 | 10,000 |
Preferred stock, outstanding | 10,000 | 10,000 |
IMPAIRMENT OF ASSETS (Details)
IMPAIRMENT OF ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Asset Impairment Charges [Abstract] | ||
Intangible licenses and technology, gross | $ 4,635,000 | $ 12,775,005 |
Less: impairment | (4,635,000) | (12,775,005) |
Intangible licenses and technology, net | $ 0 | $ 0 |
FOREIGN CURRENCY TRANSLATION (D
FOREIGN CURRENCY TRANSLATION (Details) | Jun. 30, 2019R$ / $$ / $ | Dec. 31, 2018R$ / $$ / $ |
Brazil | ||
Exchange rate | R$ / $ | 3.847 | 3.881 |
Brazil | Weighted Average Exchange Rate | ||
Exchange rate | R$ / $ | 3.844 | 3.656 |
Mexico | ||
Exchange rate | $ / $ | 19.153 | 19.650 |
Mexico | Weighted Average Exchange Rate | ||
Exchange rate | $ / $ | 19.167 | 19.810 |
FOREIGN CURRENCY TRANSLATION _2
FOREIGN CURRENCY TRANSLATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Foreign Currency Translation [Abstract] | ||||
Other comprehensive (loss) | $ 121,605 | $ (237,029) | $ (117,812) | $ 25,759 |