Quantum Computing (QUBT) 10-K/A 7 Jun 19 2018 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 20, 2019
Document And Entity Information
Entity Registrant Name	Quantum Computing Inc.
Entity Central Index Key	0001758009
Trading Symbol	QUBT
Amendment Flag	true
Amendment Description	This Amendment No. 3 on Form 10-K/A ( “Amendment No. 3”) amends Quantum Computing Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”), as filed with the United States Securities and Exchange Commission on April 15, 2019, Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the United States Securities and Exchange Commission on April 26, 2019 (“Amendment No. 1”), and Amendment No. 2 to Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the United States Securities and Exchange Commission on May 10, 2019 in its entirety and is being filed solely to add additional disclosure in response to comments received from the Staff of the United States Securities and Exchange Commission. Quantum Computing Inc. is not currently subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Amendment is being filed voluntarily by Quantum Computing Inc. and may not be reviewed by the United States Securities and Exchange Commission.
Current Fiscal Year End Date	--12-31
Document Type	10-K/A
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Ex Transition Period	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float	$ 6,333,683
Entity Common Stock, Shares Outstanding		4,749,161

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 1,767,080
Prepaid Expenses	23,179
Fixed Assets (net of depreciation)	6,897
Total assets	1,797,156
Current liabilities
Accounts payable	54,018	1,500
Accrued Expenses	89,584
Convertible promissory notes - related party	100,000
Convertible promissory notes	3,070,500
Total liabilities	3,314,102	1,500
Stockholders' equity (deficit)
Common stock, $0.0001 par value, 250,000,000 and 247,000,000 shares authorized; 4,724,161 and 943,735 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	472	94
Additional paid-in capital	10,935,029	9,871,180
APIC-Beneficial Conversion Feature in Equity	3,995,500
APIC-Stock Based Compensation	4,031,920
Subscription Receivable	(100,000)
Accumulated deficit	(20,379,867)	(9,872,774)
Total stockholders' equity (deficit)	(1,516,946)	(1,500)
Total liabilities and stockholders' equity (deficit)	$ 1,797,156

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	247,000,000
Common stock, shares issued	4,724,161	943,735
Common stock, shares outstanding	4,724,161	943,735

Statement of Operations (Audite

Statement of Operations (Audited) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Total revenue
Cost of revenue
Gross profit
Salaries	520,327
Consulting	322,278
Research & Development	250,640
Stock Based Compensation	4,182,014
Selling General & Administrative -Other	523,694	175,000
Operating expenses	5,798,953	175,000
Loss from Operations	(5,798,953)	(175,000)
Interest Expense - Promissory Notes	87,307
Interest Expense - Beneficial Conversion Feature	3,995,500
Asset Impairment Charge	625,333
Other income (expense)	(4,708,140)
Federal income tax expense
Net loss	$ (10,507,093)	$ (175,000)
Weighted average shares - basic and diluted	4,724,161	943,735
Loss per share - basic and diluted	$ (2.22)	$ (0.19)

Statement of Stockholders' Defi

Statement of Stockholders' Deficit (Audited) - 12 months ended Dec. 31, 2018 - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
BALANCES at Dec. 31, 2017	$ 94	$ 9,871,180	$ (9,872,774)	$ (1,500)
BALANCES, Shares at Dec. 31, 2017	943,735
Issuance of shares for cash	$ 298	1,063,849		1,064,147
Issuance of shares for cash, Shares	2,980,426
Beneficial Conversion Feature		3,995,500		3,995,500
Subscription Receivable		(100,000)		(100,000)
Stock based compensation	$ 80	4,031,920		4,032,000
Stock based compensation, Shares	800,000
Net loss			(10,507,093)	(10,507,093)
BALANCES at Dec. 31, 2018	$ 472	$ 18,862,449	$ (20,379,867)	$ (1,516,946)
BALANCES, Shares at Dec. 31, 2018	4,724,161

Statement of Cash Flows (Audit

Statement of Cash Flows (Audited) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (10,507,093)	$ (175,000)
Adjustments to reconcile net income (loss) to net cash
Prepaid Expenses	(23,180)
Share Based Compensation	4,032,000
Depreciation	117
Accrued Expenses	89,584
Issuance of shares for legal settlement		173,500
Accounts payable	52,518	1,500
Beneficial Conversion Feature	3,995,500
CASH USED IN OPERATING ACTIVITIES	(2,360,554)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets – Computer Software and Equipment	(7,014)
CASH USED IN INVESTING ACTIVITIES	(7,014)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Convertible Promissory Notes	3,070,500
Proceeds from stock issuance	1,064,148
CASH PROVIDED BY FINANCING ACTIVITIES	4,134,648
Net increase in cash	1,767,080
Cash, beginning of period
Cash, end of period	1,767,080
SUPPLEMENTAL DISCLOSURES
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING ACTIVITES
Subscription receivable created from issuance of note payable	100,000
NON-CASH FINANCING ACTIVITES
Note payable issued in exchange for a Subscription receivable	100,000
Common stock issued for compensation	4,032,000
Convertible Promissory Notes issued as Compensation - related party	$ 175,000

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Note 1 – Organization and Summary of Significant Accounting Policies: Organization: Quantum Computing Inc., formerly known as Innovative Beverage Group Holdings, Inc. a Delaware corporation (the “Company”) was the surviving entity as the result of a merger between Ticketcart, Inc. and Innovative Beverage Group, Inc., both Nevada corporations. Innovative Beverage Group, Inc. was the surviving entity as the result of a merger between Kat-A-Tonic Distributing, Inc., a Texas corporation and United European Holdings, Ltd., a Nevada Corporation. History Quantum Computing Inc. (the “Company”), was incorporated in the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart’s original business plan involved in the sale of ink-jet cartridges online. Ticketcart offered remanufactured and compatible cartridges for Hewlett-Packard, Epson, Lexmark, and Canon inkjet printers. On July 25, 2007, Ticketcart, Inc. acquired Innovative Beverage Group, Inc. and changed its name to Innovative Beverage Group Holdings, Inc. to better reflect its business operations at the time which was beverage distribution and product development. In 2013, Innovative Beverage Group Holdings, Inc. ceased operations. On May 22, 2017, one of Innovative Beverage Group Holdings, Inc.’s. shareholders, a North Carolina resident (the “Plaintiff”), filed suit against the Company. On August 28, 2017, the North Carolina Court, Superior Court Division (the “North Carolina Court”), entered a default judgment for Plaintiff and appointed an exclusive Receiver (the “Receiver”) over the Company. On October 4, 2017 the Receiver filed Articles of Incorporation in North Carolina for Innovative Beverage Group Holdings, Inc., a wholly-owned subsidiary of the Company, (“IBGH North Carolina”). On October 26, 2017, Innovative Beverage Group, Inc. redomiciled to North Carolina. On January 22, 2018, while the Company was in receivership, the Company sold 500,000 shares (the “CRG Shares”) of its common stock to Convergent Risk Group (“CRG”), an entity owned and operated by the Company’s Chief Executive Officer, Robert Liscouski, for $155,000. On February 21, 2018, by written consent of the majority shareholder (Convergent Risk), Mr. Robert Liscouski (the Chief Executive Officer of Convergent Risk) and Mr. Christopher Roberts were elected as members of the Company’s Board of Directors. Mr. Liscouski was simultaneously elected as Chairman of the Board. The majority shareholder also directed the Company to take the necessary action to change its domicile from North Carolina to Delaware and change its name to Quantum Computing Inc. On February 21, 2018 the Company filed Articles of Conversion in North Carolina to convert the Company to a Delaware corporation with the name changed to Quantum Computing Inc. On February 22, 2018 the Company filed a Certificate of Conversion in Delaware to convert to a Delaware corporation with the name changed to Quantum Computing Inc. and re-domiciled to the state of Delaware on February 23, 2018. Business The Company’s business focuses on quantum computing software development. The Company intends to develop heterogeneous software that can run on the platforms that are under development by the quantum computer hardware industry. The Company’s initial focus will be on the security and financial services sectors. Other potential markets for quantum computing include artificial intelligence (“AI”), machine learning, genetics and pharmaceuticals. The Company intends to be a leading provider of software that can run on multiple quantum platforms. Initially, the Company is focused on two main development efforts. First, we plan to focus on the development of quantitative financial related products such as financial portfolio optimization. The financial services industry has used quantitative financial software applications for several decades with some success. However, those existing products are limited in their performance due to the lack of computing power to solve these classes of optimization problems, which are known as “NP Complete Problems”. NP Complete Problems are a class of mathematical problems that can be solved in polynomial increments of time using a non-deterministic method. These NP Complete Problems require complex calculations, which cannot currently be performed in reasonable amounts of time using conventional, binary computer systems, with the exception of simple cases. These problems are intractable because of the inability of bit-based systems to handle complex non-deterministic problems. The recent developments in quantum annealing and other quantum hardware suggests that these problems will soon be solvable using these new technologies. The Company’s goal is to develop and implement quantum related algorithms to provide solutions to these NP Complete Problems in the area of financial optimization. Optimization algorithms are ideally suited to run on a class of quantum computers, known as “annealers,” that are currently becoming made available in the market by various manufacturers. The Company’s secondary market focus will be the field of cybersecurity, specifically encryption and decryption algorithms. Current encryption algorithms, such as DES (widely used in banking transactions), use codes based on the product of two very large prime numbers. To decrypt the message requires finding the factors of a very large number, which can be done with current computers, but takes unacceptably long amounts of time. The factorization process can be performed much more rapidly using algorithms running on a quantum computer. The other aspect of cybersecurity that we will work on is development of encryption algorithms that are either “quantum resistant”, i.e. difficult for quantum computer to crack, or “quantum based”, i.e., that use principals of quantum physics to create a quantum based code that is difficult for both conventional and quantum computers to break. Information security has a number of components, of which encryption is an important tool. Encryption is vital to e-commerce, banking, cellular communication, and protecting email, websites and online identities because unprotected data can be stolen and misused. Business Strategy The Company plans to enter the market for high performance computers and software applications, specifically focusing on what are known as “quantum computers”. The Company has assembled a team of experienced engineers in super computing technology and quantum mathematics, which will focus on design and development of several quantum software applications that target solutions to problems including non-deterministic polynomial applications. The Company has hired physicists, applied mathematicians (algorithm developers) and software developers to support the technical team in developing and designing quantum software applications. Applied mathematicians develop the algorithms and algorithm/software developers design software solutions utilizing the algorithms provided to them by mathematicians. Software engineers test the algorithm code to ensure reliable and accurate performance of the software product. In addition, the Company has retained outside leading industry experts from well-known institutions from the financial services industry and leading financial institutions, and expects to retain additional advisors from cybersecurity firms and government agencies to serve as technical advisors to the Company. We have formed an advisory board of additional subject matter experts, which is expected to assist us to shape our business strategy and direction as well as work with us to establish our market approach. QCI is also pursuing US Government initiatives in quantum computing and AI, including grants and funding, that are fostering U.S. innovation in those domains. The Company does not currently intend to be a hardware manufacturer. However, due to the cutting-edge nature of quantum computing and the high cost and limited availability of quantum computers, as well as limitations on the capabilities of existing quantum simulators, we may find it necessary over the next two years to develop our own quantum simulators upon which we can develop and test our quantum software products. If such development becomes necessary, our simulators are expected to emulate the characteristics and capabilities of a quantum computer such as superposition and quantum entanglement. Our plan is to license our software as a cloud based service, but we are not ruling out selling turn-key hardware systems that would incorporate and support our own quantum inspired computing solutions. The Company’s technical leadership intends to leverage industry expertise and innovative methods to develop quantum computer application solutions capable of solving increasingly complex problems in a more rapid and thorough manner. The Company will initially focus on addressing computational problems in the financial services, and cybersecurity quantum-secure encryption markets, followed later by addressing problems in the AI and genetics marketplaces. The Company’s fiscal year end is December 31. Basis of Presentation: The accompanying Balance Sheet as of December 31, 2018, has been prepared in accordance with U.S. GAAP. In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2018, and the cash flows and results of operations for the twelve months then ended. Such adjustments consisted only of normal recurring items. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements contained in the Company’s 2017 Annual Disclosure, filed with OTCMarkets.com, and it is suggested that these financial statements be read in conjunction therewith. Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below. Cash and Cash Equivalents The Company’s policy is to present bank balances under cash and cash equivalents, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Property and Equipment Property and equipment is stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.

Federal Income Taxes

Federal Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal Income Taxes	Note 2 – Federal Income Taxes: The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes. The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. December 31, 2018 2017 Net operating loss carry-forwards $ 651,191 $ 61,250 Valuation allowance (651,191 ) (61,250 ) Net deferred tax assets $ - $ - At December 31, 2018, the Company had net operating loss carry forwards of approximately $651,191. The Company experienced a change in control during the year and therefore no more than an insignificant portion of this net operating allowance will ever be used against future taxable income.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2018
Going Concern [Abstract]
Going Concern	Note 3 – Going Concern The Company's financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has earned no revenue from operations in the twelve-month periods ended December 31, 2018 and 2017, and has an accumulated deficit of $20,379,867 and $9,872,774 respectively. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or ultimately acquire an entity which the Company hopes will become profitable at some time in the near future. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company.

Financial Accounting Developmen

Financial Accounting Developments	12 Months Ended
	Dec. 31, 2018
Financial Accounting Developments [Abstract]
Financial Accounting Developments	Note 4 – Financial Accounting Developments: Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

Subscription Receivable

Subscription Receivable	12 Months Ended
	Dec. 31, 2018
Subscription Receivable Abstract
Subscription Receivable	Note 5 – Subscription Receivable The Company assumed a promissory note from one of the Initial Investors to Convergent Risk Group, LLC (see Note 9 – Related Parties) in the amount of $100,000, which is payable by the Initial Investor on or before December 31, 2018. The promissory note was issued in payment for a promissory note from Convergent to the Initial Investor, which has also been assumed by the Company in exchange for a Convertible Promissory Note in the amount of $100,000, convertible to Company common shares at a conversion price of $0.10 per share. If the promissory note is paid in full on or before June 30, 2019, the Company’s Convertible Promissory Note will convert and shares will be issued. If the promissory note is not paid in full on or before June 30, 2019, the Company’s Convertible Promissory Note held by this investor will be cancelled, and no shares will be issued.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 6 – Property and Equipment December 31, December 31, Classification 2018 2017 Hardware & Equipment $ 7,014 $ - Software 0 - Total cost of property and equipment 7,014 - Accumulated depreciation 117 - Property and equipment, net $ 6,897 $ - The Company made Property and Equipment acquisitions of $677,014 during the twelve months ended December 31, 2018. As of December 31, 2018, the Company determined that some of the acquired property and equipment, consisting of a secure IT system, comprised of hardware and software purchased from a related party, had been impaired and wrote off the full amount of the $670,000 purchase price.

Convertible Promissory Notes

Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Convertible Promissory Notes	Note 7 – Convertible Promissory Notes In March 2018 the Board authorized the Company to issue non-interest bearing convertible promissory notes at a conversion price of $0.10 per share to the Initial Investors and others and $500,000 of these convertible notes have been issued, for which only $225,000 has been received by the Company in cash. On May 24, 2018 the Board authorized a private placement of convertible promissory notes in the aggregate amount up to $15,000,000 at a conversion price of $1.00 per share (the “Convertible Note Offering”). The Notes accrue interest at eight percent (8%) per annum and are convertible into common stock of the Company at any time prior to or at the Maturity Date, twelve months from the Issuance Date. In connection with the $1.00 Convertible Note Offering, the Company has received funds of $3,495,500 as of December 31, 2018. The Board terminated the Convertible Note Offering in October, 2018. In total, the Company has issued convertible promissory notes of principal value $3,995,500, for which the Company has received a total of $3,720,500 in funds. The convertible promissory notes were issued at different times during the year, and the difference between the conversion prices of the notes and the fair market value of the Company’s common stock at the date of the investment, as measured by the closing price on the OTC Markets, was recorded as a Beneficial Conversion Feature interest expense.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Capital Stock	Note 8 – Capital Stock: On March 1, 2018 the Board authorized the Company to raise up to $500,000 of equity capital at price of $0.40 per share of common stock (the “Initial Raise”). In connection with the Initial Raise, the Company received subscriptions for $75,000, and issued shares of restricted common stock pursuant to the Subscription Agreements. On September 5, 2018 the Board formally concluded the Initial Raise and ceased accepting investments. On April 13, 2018, The Company’s board of directors authorized a 1:200 reverse stock split on the shares of the Company’s common stock. Accordingly, all references to numbers of common shares and per-share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis. The Board and the majority stockholder also amended the Company’s Articles of Incorporation to increase the authorized capital of the company to 260,000,000 shares, consisting of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock. In September 2018, the Company issued 4,800,000 shares of restricted common stock to key management and technical personnel, pursuant to their respective employment agreements which were entered into and executed in July 2018 and made effective as of March 1, 2018, the date employment with the Company commenced. The Company recognized stock based compensation expense of $24.2 million in connection with the grants of stock to key management and technical personnel, pursuant to ASC 718. The expense amount was calculated based on the closing price of the Company stock on the OTC Markets on the date the grants were executed. In November 2018, two of the key management employees resigned from the Company and returned all of their stock grants to the Company, for a total of 4,000,000 shares. The return of the stock grants was treated as a forfeiture under ASC 718 and accordingly the Company reversed $20.16 million of the stock based compensation expense after the shares were returned to the Company and cancelled. The terms of the employee stock grants are spelled out in Restricted Stock Agreements and Lock Up Agreements (the “Stock Agreements”), which the Company entered into with each employee. The Stock Agreements specify that the stock grants are subject to restrictions spelled out in a restrictive legend, and that the grants vest in full upon the first date of employment. In addition, the employee is also subject to the Lock Up Agreement for three years from the date of employment. The Lock Up Agreement precludes the employee from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of the shares granted by the Company. Because one hundred percent (100%) of the shares vest on the first day of employment, the employee has all of the rights of a shareholder including the ability to receive dividends and vote the shares. However, if the employee terminates their employment prior to the third anniversary of his/her date of hire, the Company has a right to recoup a portion of the stock grant. Specifically, the Company can recoup two thirds of the stock grant until the second anniversary date, and one third of the stock grant between the second and third anniversary dates. After the third anniversary date, the Company has no further recoupment rights. To properly account for the compensation expense associated with the stock grants under ASC 718, we first analyzed whether there was a “requisite service period” associated with the stock grants. Because the shares vest immediately, we determined that there was no requisite service period, and the employees received taxable compensation as of the date of grant. We also examined whether there were conditions associated with the employee stock grants that would affect recording of compensation expense. We determined that the Company’s recoupment or “clawback” right constitutes a contingent feature of a stock grant such as a clawback feature that should be accounted for if, and when, the contingent event occurs, Moreover, while the company has a legal right to recoup shares under certain conditions, in practice there are a number of procedural hurdles we would have to overcome to actually get the shares back if the terminated employee does not voluntarily surrender the certificate, and there is no guarantee we would succeed. Therefore, because the restricted stock grants vested in full upon the Effective Date, and the clawback right is a contingent condition, in accordance with ASC 718 we determined that the full amount of the fair market value of the shares should be recognized as compensation expense as of the date of the grant, rather than recognizing the stock based compensation expense pro rata over the three year period of the contingent clawback feature. In October 2018 the Company converted $725,000 principal amount of Convertible Promissory Notes, plus $16,711 of accrued interest, into 1,510,377 shares of common stock. The Company also issued 130,000 shares of common stock to CNLT, LLC, pursuant to an anti-dilution provision associated with the shares held by CNLT. In December 2018 the Company converted $100,000 principal amount of Initial Investor promissory notes, plus accrued interest of $2,422, into 1,002,422 shares of common stock.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 9 – Related Party Transactions Convergent Risk Group, LLC To finance the acquisition of the control block of shares in IBGH, an investor group (the "Initial Investors."), loaned Convergent Risk Group, LLC (Convergent) $275,000, in exchange for Promissory Notes from Convergent (the "Promissory Notes") in the total amount of $275,000. Convergent, a Virginia limited liability company, is owned 100% by Mr. Robert Liscouski, who is the CEO and currently the majority shareholder of the Company. To induce Mr. Liscouski to serve as CEO of the Company, the Company assumed the "Promissory Notes" in the total amount of $275,000 and certain liabilities (the "Liabilities"). The Liabilities and the Promissory Notes are collectively the "Convergent Liabilities." The Convergent Liabilities assumed by the Company were exchanged for Convertible Promissory Notes issued by the Company for $275,000 (the same amount that Convergent had issued them for). The Convertible Promissory Notes accrue interest at eight percent (8%) per annum and are convertible into common stock of the Company at a conversion price of $0.10 per share at any time prior to or at August 10, 2019. The Company also assumed a promissory note from one of the Initial Investors to Convergent in the amount of $100,000, which is payable on or before June 30, 2019. While the conversion of the Convertible Promissory Notes is mandatory at the maturity date, August 10, 2020, the election to convert is at the option of the Initial Investor. The Company has no obligation to repay the Initial Investors in cash. However, the conversion of the Convertible Promissory Notes will result in dilution of other shareholders once the Initial Investors convert their notes into the Company's common stock. REMTCS, Inc. To provide the Company with a highly secure development environment and intra-company data management and communication system, the Company contracted with REMTCS, Inc. ("REMTCS"), an entity wholly owned by Richard Malinowski, who was the Company's Chief Technology and Operations Officer at the time, to acquire the necessary hardware and software, configure and install the REMTC proprietary security system, known as "PASS." The total cost of the PASS System was approximately $670,000 which the Company paid to REMTCS. In November 2018, Mr. Richard Malinowski informed the Company of his decision to resign as Chief Technology and Operations Officer and the Board accepted his resignation and that of Mr. Thomas Kelly. The Company and REMTCS have unwound the PASS agreement and the Company expects to receive approximately $670,000 back from Mr. Malinowski and REMTCS. The Company determined that the PASS System was unusable and therefore impaired, and wrote off the remaining undepreciated value of the PASS system as of December 31, 2018. In March 2019 the Company commenced litigation in New Jersey state court against REMTCS, Mr. Malinowski and Mr. Kelly to recover the cost of the PASS System.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 10 – Subsequent Events: In March 2019 the Company issued 25,000 shares of common stock to Lyons Capital, LLC, an investor relations firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Lyons Capital in December 2018 There are no other events of a subsequent nature that in management’s opinion are reportable.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying Balance Sheet as of December 31, 2018, has been prepared in accordance with U.S. GAAP. In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2018, and the cash flows and results of operations for the twelve months then ended. Such adjustments consisted only of normal recurring items. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements contained in the Company’s 2017 Annual Disclosure, filed with OTCMarkets.com, and it is suggested that these financial statements be read in conjunction therewith.
Use of Estimates	Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company's policy is to present bank balances under cash and cash equivalents, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Property and Equipment	Property and Equipment Property and equipment is stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.
Net Loss Per Share	Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.

Federal Income Taxes (Tables)

Federal Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities	December 31, 2018 2017 Net operating loss carry-forwards $ 651,191 $ 61,250 Valuation allowance (651,191 ) (61,250 ) Net deferred tax assets $ - $ -

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Summary of property and equipment	December 31, December 31, Classification 2018 2017 Hardware & Equipment $ 7,014 $ - Software 0 - Total cost of property and equipment 7,014 - Accumulated depreciation 117 - Property and equipment, net $ 6,897 $ -

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details) - Robert Liscouski [Member]	1 Months Ended
	Jan. 22, 2018USD ($)shares
Organization and Summary of Significant Accounting Policies (Textual)
Common stock shares sold | shares	500,000
Amount of common stock shares sold | $	$ 155,000

Federal Income Taxes (Details)

Federal Income Taxes (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net operating loss carry-forwards	$ 651,191	$ 61,250
Valuation allowance	(651,191)	(61,250)
Net deferred tax assets

Federal Income Taxes (Details T

Federal Income Taxes (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Federal Income Taxes (Textual)
Net operating loss carry-forwards	$ 651,191	$ 61,250

Going Concern (Details)

Going Concern (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Going Concern (Textual)
Accumulated deficit	$ (20,379,867)	$ (9,872,774)

Subscription Receivable (Detail

Subscription Receivable (Details)	12 Months Ended
	Dec. 31, 2018USD ($)$ / shares
Subscription Receivable (Textual)
Convertible promissory note amount	$ 100,000
Convergent Risk Group, LLC [Member]
Subscription Receivable (Textual)
Convertible promissory note amount	$ 100,000
Conversion price | $ / shares	$ 0.10
Convertible promissory note, description	If the promissory note is paid in full on or before June 30, 2019, the Company’s Convertible Promissory Note will convert and shares will be issued. If the promissory note is not paid in full on or before June 30, 2019, the Company’s Convertible Promissory Note held by this investor will be cancelled, and no shares will be issued.

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Total cost of property and equipment	$ 7,014
Accumulated depreciation	117
Property and equipment, net	6,897
Hardware & Equipment [Member]
Total cost of property and equipment	7,014
Software [Member]
Total cost of property and equipment	$ 0

Property and Equipment (Detai_2

Property and Equipment (Details Textual)	12 Months Ended
	Dec. 31, 2018USD ($)
Property and Equipment (Textual)
Property and equipment acquisitions	$ 677,014
Purchase price	670,000
Total impairment expense	625,333
Depreciation expense	$ 44,667

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	Dec. 31, 2018	May 24, 2018	Mar. 31, 2018
Convertible Promissory Notes (Textual)
Aggregate amount	$ 100,000
Amount received	$ 3,720,500
Private Placement [Member]
Convertible Promissory Notes (Textual)
Conversion price	$ 1	$ 1
Aggregate amount	$ 3,995,500	$ 15,000,000
Accrue interest		8.00%
Amount received	$ 3,495,500
Board [Member]
Convertible Promissory Notes (Textual)
Conversion price			$ 0.10
Convertible notes, amount			$ 500,000
Cash			$ 225,000

Capital Stock (Details)

Capital Stock (Details) - USD ($)	Apr. 13, 2018	Nov. 30, 2018	Oct. 31, 2018	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Mar. 01, 2018
Capital Stock (Textual)
Converted principal amount					$ 100,000
Accrued interest					$ 2,422
Converted shares of common stock					1,002,422
Shares of common stock issued				4,800,000
Recognized stock based compensation expense				$ 24,200,000	$ 4,182,014
Stock grants		4,000,000
Common stock, shares authorized					250,000,000	247,000,000
Common stock per share					$ 0.0001	$ 0.0001
Stock based compensation expense reversed		$ 20,160,000
Shares granted, percentage					100.00%
CNLT, LLC [Member]
Capital Stock (Textual)
Converted principal amount			$ 725,000
Accrued interest			$ 16,711
Converted shares of common stock			1,510,377
Shares of common stock issued			130,000
Board of directors [Member]
Capital Stock (Textual)
Increase authorized capital of common stock	260,000,000
Common stock, shares authorized	250,000,000
Preferred stock, shares authorized	10,000,000
Reverse stock split shares, description	1:200
Board [Member]
Capital Stock (Textual)
Common stock subscriptions							$ 75,000
Raise in equity capital							$ 500,000
Common stock per share							$ 0.40

Related Party Transactions (Det

Related Party Transactions (Details)	12 Months Ended
	Dec. 31, 2018USD ($)$ / shares
Related Party Transactions (Textual)
Convertible promissory note amount	$ 100,000
Convertible promissory notes issued	3,070,500
Chief Executive Officer [Member]
Related Party Transactions (Textual)
Convertible promissory notes issued	275,000
Promissory notes total amount	275,000
Convergent Risk Group, LLC [Member]
Related Party Transactions (Textual)
Convertible promissory note amount	$ 100,000
Conversion price | $ / shares	$ 0.10
Accrue interest	8.00%
Loan amount	$ 275,000
Promissory notes total amount	$ 275,000
Ownership percentage	100.00%
Due date	Aug. 10, 2020
REMTCS, Inc. [Member]
Related Party Transactions (Textual)
Related party transaction, description	The total cost of the PASS System was approximately $670,000 which the Company paid to REMTCS. In November 2018, Mr. Richard Malinowski informed the Company of his decision to resign as Chief Technology and Operations Officer and the Board accepted his resignation and that of Mr. Thomas Kelly. The Company and REMTCS have unwound the PASS agreement and the Company expects to receive approximately $670,000 back from Mr. Malinowski and REMTCS.

Subsequent Events (Details)

Subsequent Events (Details) - shares	1 Months Ended
	Mar. 31, 2019	Sep. 30, 2018
Subsequent Events (Textual)
Shares of common stock issued		4,800,000
Lyons Capital, LLC [Member] | Subsequent Event [Member]
Subsequent Events (Textual)
Shares of common stock issued	25,000