Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 15, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Tech Town Holdings Inc. | |
Entity Central Index Key | 842,013 | |
Trading Symbol | TTWN | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 143,780 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 413 | $ 13,118 |
Merchant services reserve | 2,938 | 2,938 |
Total current assets | 3,351 | 16,056 |
Dino Might program | 1,979 | |
Domain - net of amortization of $4,127 | 13,718 | |
Total assets | 19,048 | 16,056 |
Current liabilities | ||
Accounts payable and accrued liabilities | 175,199 | 78,865 |
Bank overdraft | 4,076 | |
Note payable - related party | 572,040 | 334,817 |
Convertible debenture - related party | 18,593 | 17,287 |
Derivative liability convertible note | 20,281 | 12,567 |
Total current liabilities | 790,189 | 443,536 |
Stockholders' deficit | ||
Preferred stock, $.0001 par value: 10,000,000 authorized, 7,000 and no shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively | 1 | |
Common stock, $.0001 par value: 700,000,000 authorized; 143,780 and 143,780 shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively | 14 | 14 |
Additional paid-in capital | 29,328,065 | 28,507,615 |
Accumulated deficit | (30,099,221) | (28,935,109) |
Total stockholders' deficit | (771,141) | (427,480) |
Total liabilities and stockholders' deficit | $ 19,048 | $ 16,056 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Net of amortization | $ 4,127 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,000 | 0 |
Preferred stock, shares outstanding | 7,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 143,780 | 143,780 |
Common stock, shares outstanding | 143,780 | 143,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 9,548 | $ 9,608 | $ 31,697 | $ 25,101 |
Operating expenses | ||||
Selling, general and administrative expenses | 124,877 | 106,041 | 340,667 | 342,236 |
Impairment of Dino Might program | 818,472 | 818,472 | ||
Amortization expense | 1,487 | 4,127 | ||
Total operating expenses | 944,836 | 106,041 | 1,163,266 | 342,236 |
Loss from operations | (935,288) | (96,433) | (1,131,569) | (317,135) |
Other income (expenses) | ||||
Interest expense | (9,637) | (5,021) | (24,829) | (8,519) |
Change in fair value of derivative liabilities | (4,092) | 7,460 | (7,714) | 7,405 |
Total other income (expense) | (13,729) | 2,439 | (32,543) | (1,114) |
Net loss | $ (949,017) | $ (93,994) | $ (1,164,112) | $ (318,249) |
Net loss per share: basic and diluted | $ (6.6) | $ (0.65) | $ (8.1) | $ (2.21) |
Weighted average share outstanding: basic and diluted | 143,780 | 143,780 | 143,780 | 143,780 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,164,112) | $ (318,249) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization expense | 4,127 | |
Change in derivative liabiliy - convertible debenture | 7,714 | (7,405) |
Impairment of Dino Might program | 818,472 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 4,965 | |
Accounts payable and accrued liabilities | 96,334 | 1,668 |
Bank overdraft | 4,076 | |
Accrued interest - convertible debenture | 1,306 | 1,187 |
Accrued interest - note payable | 23,523 | 7,332 |
Deferred revenue | (285) | |
Net cash used in operating activities | (208,560) | (310,787) |
Cash flows from investing activities | ||
Cash paid for domain names | (17,845) | |
Net cash used in investing activities | (17,845) | |
Cash flow from financing activities | ||
Proceeds from note payable - related party | 213,700 | 275,000 |
Net cash provided by financing activities | 213,700 | 275,000 |
Net decrease in cash and cash equivalents | (12,705) | (35,787) |
Cash and cash equivalents at beginning of period | 13,118 | 38,371 |
Cash and cash equivalents at end of period | 413 | 2,584 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Investing and Financing Transactions | ||
Purchase from related party of Dino Might program with preferred stock issuance | $ 820,451 |
Basis of Presentation & Going C
Basis of Presentation & Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation & Going Concern [Abstract] | |
BASIS OF PRESENTATION & GOING CONCERN | NOTE 1 — BASIS OF PRESENTATION & GOING CONCERN Basis of Presentation The accompanying unaudited consolidated financial statements of Tech Town Holdings Inc., (formerly MedeFile International, Inc.) a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2017, and the results of operations and cash flows for the nine months ended September 30, 2017 and 2016. The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $1,164,112 for the nine months ended September 30, 2017 and has negative working capital of $786,838 as of September 30, 2017. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of September 30, 2017 and December 31, 2016 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2017: Liabilities Derivative Liabilities $ - $ - $ 20,281 $ 20,281 Total $ - $ - $ 20,281 $ 20,281 December 31, 2016: Liabilities Derivative Liabilities $ - $ - $ 12,567 $ 12,567 Total $ - $ - $ 12,567 $ 12,567 Derivative liability as of September 30, 2017 was $20,281, compared to $12,567 as of December 31, 2016. |
Note Payable - Related Party
Note Payable - Related Party | 9 Months Ended |
Sep. 30, 2017 | |
Note Payable - Related Party [Abstract] | |
NOTE PAYABLE - RELATED PARTY | 2. NOTES PAYABLE – RELATED PARTY During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. During the nine months ended September 30, 2017, the Company entered into an additional nine unsecured 7% Promissory Notes totaling $145,000. The notes mature four to 12 months from issuance and total $367,000. As of September 30, 2017 $277,000 of the notes are in default. The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017: September 30, Notes payable – related party at beginning of period $ 231,569 Borrowings on notes payable – related party 145,000 Repayment - Accumulated interest 15,729 Notes payable – related party $ 392,298 On July 15, 2016, the Company entered into an unsecured 7% Promissory Notes with a significant shareholder in the amount of $100,000. The note has a one-year term and is currently in default. The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017: September 30, Notes payable at beginning of period $ 103,248 Borrowings on notes payable - Repayment - Accumulated interest 5,521 Notes payable – related party $ 108,769 During the nine months ended September 30, 2017, the Company entered into five unsecured 7% Promissory Notes with a significant shareholder totaling $65,500. As of September 30, 2017, $43,500 are in default. The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017: September 30, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 65,500 Repayment - Accumulated interest 2,773 Notes payable – related party $ 68,273 During the nine months ended September 30, 2017 the CEO of the Company advanced the Company $3,200. The advance does not bear interest and is to be paid when the Company has funds available. |
Convertible Debenture - Related
Convertible Debenture - Related Party | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Debenture - Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 3. CONVERTIBLE DEBENTURE – RELATED PARTY The Company entered into two 10% Secured Convertible Debentures with a significant shareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $2.00 or 80% of the previous day’s closing price. The changes in these outstanding convertible notes payable to related party consisted of the following during the nine months ended September 30, 2017: September 30, Convertible debenture – related party at beginning of period $ 17,287 Conversion - Repayment - Accumulated interest 1,306 Convertible debenture – related party at end of period $ 18,593 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | 4. DERIVATIVE LIABILITIES As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $1.00 or 80% of the previous day’s closing price. The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss (see below for variables used in assessing the fair value). Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during the nine months ended September 30, 2017: September 30, 2017 Risk-free interest rate at grant date 0.08 % Expected stock price volatility 179 % Expected dividend payout - Expected option in life-years 0.2 The change in fair value of the conversion option derivative liability consisted of the following during the nine months ended September 30, 2017: September 30, Conversion option liability (beginning balance) $ 12,567 Additional liability due to new convertible note - Loss (gain) on changes in fair market value of conversion option liability 7,714 Net conversion option liability $ 20,281 Change in fair market value of conversion option liability resulted in a loss of $7,714 for the nine months ended September 30, 2017 and a gain of $6,134 for the nine months ended September 30, 2016. |
Intellectual Property
Intellectual Property | 9 Months Ended |
Sep. 30, 2017 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 5. INTELLECTUAL PROPERTY In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845. In September 2017, the Company entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with The Vantage Group Ltd. (“Vantage”). Vantage is owned by a significant shareholder of the Company and as such is a related party. Pursuant to the Asset Purchase Agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might Asset pursuant to which the Company will pay to Vantage, for the Company’s 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might Asset. The company has recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next 3 years. Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. The properties will be depreciated over their estimated useful lives being 3 years. Amortization expense for the nine months ended September 30, 2017 totaled $4,127 compared to $0 for the nine months ended September 30, 2016. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
EQUITY | 6. EQUITY On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada. The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company has issued 7,000 shares of Series C Preferred Stock. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). The Series C Preferred Stock will vote on an as-converted basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. The Series C conversion price is subject to adjustment in the event the Company sells common stock at price lower than the then effective conversion price. On September 29. 2017 the Company issued 7,000 shares of Series C Preferred Shares in connection with the Asset Purchase Agreement, as discussed above. The value of the shares issued amount to $820,451. The valuation of the Preferred Shares was determined by an independent financial analyst. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Event [Abstract] | |
SUBSEQUENT EVENT | 7. SUBSEQUENT EVENT Effective October 25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company (i) effected a one-for-200 reverse split of its common stock and (ii) the Company changed its name to Tech Town Holdings Inc. The market effective date of the reverse split and name change was November 2, 2017. All share and per share amounts herein retroactively reflect the split. |
Basis of Presentation & Going13
Basis of Presentation & Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation & Going Concern [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Tech Town Holdings Inc., (formerly MedeFile International, Inc.) a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2017, and the results of operations and cash flows for the nine months ended September 30, 2017 and 2016. The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Going Concern | Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $1,164,112 for the nine months ended September 30, 2017 and has negative working capital of $786,838 as of September 30, 2017. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of September 30, 2017 and December 31, 2016 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2017: Liabilities Derivative Liabilities $ - $ - $ 20,281 $ 20,281 Total $ - $ - $ 20,281 $ 20,281 December 31, 2016: Liabilities Derivative Liabilities $ - $ - $ 12,567 $ 12,567 Total $ - $ - $ 12,567 $ 12,567 Derivative liability as of September 30, 2017 was $20,281, compared to $12,567 as of December 31, 2016. |
Basis of Presentation & Going14
Basis of Presentation & Going Concern (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation & Going Concern [Abstract] | |
Schedule of three levels of fair value hierarchy to assets and liabilities | Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2017: Liabilities Derivative Liabilities $ - $ - $ 20,281 $ 20,281 Total $ - $ - $ 20,281 $ 20,281 December 31, 2016: Liabilities Derivative Liabilities $ - $ - $ 12,567 $ 12,567 Total $ - $ - $ 12,567 $ 12,567 |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable - Related Party One [Member] | |
Short-term Debt [Line Items] | |
Summary of changes in notes payable to related party | September 30, Notes payable – related party at beginning of period $ 231,569 Borrowings on notes payable – related party 145,000 Repayment - Accumulated interest 15,729 Notes payable – related party $ 392,298 |
Notes Payable - Related Party Two [Member] | |
Short-term Debt [Line Items] | |
Summary of changes in notes payable to related party | September 30, Notes payable at beginning of period $ 103,248 Borrowings on notes payable - Repayment - Accumulated interest 5,521 Notes payable – related party $ 108,769 |
Notes Payable - Related Party Three [Member] | |
Short-term Debt [Line Items] | |
Summary of changes in notes payable to related party | September 30, Notes payable – related party at beginning of period $ - Borrowings on notes payable – related party 65,500 Repayment - Accumulated interest 2,773 Notes payable – related party $ 68,273 |
Convertible Debenture - Relat16
Convertible Debenture - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Debenture - Related Party [Abstract] | |
Schedule of outstanding convertible notes payable to related party | September 30, Convertible debenture – related party at beginning of period $ 17,287 Conversion - Repayment - Accumulated interest 1,306 Convertible debenture – related party at end of period $ 18,593 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of the conversion option derivative liability | September 30, 2017 Risk-free interest rate at grant date 0.08 % Expected stock price volatility 179 % Expected dividend payout - Expected option in life-years 0.2 |
Schedule of fair value of the conversion options | September 30, Conversion option liability (beginning balance) $ 12,567 Additional liability due to new convertible note - Loss (gain) on changes in fair market value of conversion option liability 7,714 Net conversion option liability $ 20,281 |
Basis of Presentation & Going18
Basis of Presentation & Going Concern (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Liabilities | ||
Derivative Liabilities | $ 20,281 | $ 12,567 |
Total | 20,281 | 12,567 |
Level 1 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative Liabilities | 20,281 | 12,567 |
Total | $ 20,281 | $ 12,567 |
Basis of Presentation & Going19
Basis of Presentation & Going Concern (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Basis of Presentation & Going Concern (Textual) | |||||
Net loss | $ (949,017) | $ (93,994) | $ (1,164,112) | $ (318,249) | |
Derivative liability | 20,281 | 20,281 | $ 12,567 | ||
Negative working capital | $ 786,838 | $ 786,838 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Short-term Debt [Line Items] | ||
Borrowings on notes payable - related party | $ 213,700 | $ 275,000 |
Notes Payable - Related Party One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable - related party at beginning of period | 231,569 | |
Borrowings on notes payable - related party | 145,000 | |
Repayment | ||
Accumulated interest | 15,729 | |
Notes payable - related party at end of period | 392,298 | |
Notes Payable - Related Party Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable - related party at beginning of period | 103,248 | |
Borrowings on notes payable - related party | ||
Repayment | ||
Accumulated interest | 5,521 | |
Notes payable - related party at end of period | 108,769 | |
Notes Payable - Related Party Three [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable - related party at beginning of period | ||
Borrowings on notes payable - related party | 65,500 | |
Repayment | ||
Accumulated interest | 2,773 | |
Notes payable - related party at end of period | $ 68,273 |
Note Payable - Related Party 21
Note Payable - Related Party (Details Textual) - USD ($) | Jul. 15, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Unsecured Promissory Notes [Member] | |||
Note Payable - Related Party (Textual) | |||
Unsecured promissory notes, description | During the nine months ended September 30, 2017, the Company entered into an additional nine unsecured 7% Promissory Notes totaling $145,000. | ||
Unsecured promissory notes total | $ 277,000 | ||
Unsecured promissory notes mature, description | Four to twelve month. | ||
Unsecured promissory notes issuance and total | $ 367,000 | ||
Significant Shareholder [Member] | Unsecured Promissory Notes [Member] | |||
Note Payable - Related Party (Textual) | |||
Unsecured promissory notes, description | On July 15, 2016, the Company entered into an unsecured 7% Promissory Notes with a significant shareholder in the amount of $100,000. | During the nine months ended September 30, 2017, the Company entered into five unsecured 7% Promissory Notes with a significant shareholder totaling $65,500. | During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. |
Unsecured promissory notes total | $ 100,000 | $ 65,500 | |
Unsecured promissory notes mature, description | One year term. | ||
Unsecured promissory notes issuance and total | 43,500 | ||
CEO [Member] | |||
Note Payable - Related Party (Textual) | |||
Advanced amount of company | $ 3,200 |
Convertible Debenture - Relat22
Convertible Debenture - Related Party (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Convertible Debenture - Related Party [Abstract] | |
Convertible debenture - related party at beginning of period | $ 17,287 |
Conversion | |
Repayment | |
Accumulated interest | 1,306 |
Convertible debenture - related party at end of period | $ 18,593 |
Convertible Debenture - Relat23
Convertible Debenture - Related Party (Details Textual) - Secured Convertible Debentures [Member] - USD ($) | Dec. 17, 2013 | Nov. 04, 2013 | Sep. 30, 2017 |
Convertible Debenture - Related Party (Textual) | |||
Conversion of feature, description | The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $1.00 or 80% of the previous day’s closing price. | ||
Significant Shareholder [Member] | |||
Convertible Debenture - Related Party (Textual) | |||
Convertible debentures, description | The Company entered into two 10% Secured Convertible Debentures. | The Company entered into two 10% Secured Convertible Debentures. | |
Convertible debenture maturity, description | One year term. | One year term. | |
Conversion of feature, description | The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $2.00 or 80% of the previous day's closing price. | The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $2.00 or 80% of the previous day's closing price. | |
Convertible debenture | $ 60,000 | $ 50,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of fair value of the conversion options | |
Risk-free interest rate at grant date | 0.08% |
Expected stock price volatility | 179.00% |
Expected dividend payout | |
Expected option in life-years | 2 months 12 days |
Derivative Liabilities (Detai25
Derivative Liabilities (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of fair value of the conversion option derivative liability | ||
Conversion option liability (beginning balance) | $ 12,567 | |
Loss (gain) on changes in fair market value of conversion option liability | 7,714 | $ 6,134 |
Net conversion option liability | 20,281 | |
Conversion Option [Member] | ||
Schedule of fair value of the conversion option derivative liability | ||
Conversion option liability (beginning balance) | 12,567 | |
Additional liability due to new convertible note | ||
Loss (gain) on changes in fair market value of conversion option liability | 7,714 | |
Net conversion option liability | $ 20,281 |
Derivative Liabilities (Detai26
Derivative Liabilities (Details Textual) | Dec. 17, 2013USD ($)Debenture | Nov. 04, 2013USD ($)Debenture | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Derivative Liabilities (Textual) | ||||
Change in fair market value of conversion option liability (gain) | $ 7,714 | $ 6,134 | ||
Secured Convertible Debentures [Member] | ||||
Derivative Liabilities (Textual) | ||||
Secured convertible debentures interest rate | 10.00% | 10.00% | ||
Convertible debenture issued | $ 60,000 | $ 50,000 | ||
Term on secured convertible debentures | 1 year | 1 year | ||
Conversion of feature description | The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $1.00 or 80% of the previous day’s closing price. | |||
Number of secured convertible debentures | Debenture | 2 | 2 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Intellectual Property (Textual) | |||||
Estimated useful lives | 3 years | ||||
Amortization expense | $ 1,487 | $ 4,127 | |||
Website and domain names purchase price | 17,845 | 17,845 | |||
Impairment loss | $ 818,472 | $ 818,472 | |||
Percentage of revenue | 30.00% | ||||
Series C Preferred Stock [Member] | |||||
Intellectual Property (Textual) | |||||
Company issued to vantage shares of newly | 7,000 | ||||
Shares issued value | $ 820,451 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 7,000 | 0 | |
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 7,000 | ||
Preferred stock, shares issued | 7,000 | ||
Description of convertible preferred stock | The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). | ||
Payments of shareholders | $ 30,000 | ||
Proceeds from issuance of preferred stock | 120,000 | ||
Received from such distribution event | $ 120,000 | ||
Gross profits of shares | $ 120,000 | ||
Stock issued shares value | $ 820,451 | ||
Stock Issued shares | 7,000 |
Subsequent Event (Details)
Subsequent Event (Details) | 1 Months Ended |
Oct. 25, 2017 | |
Subsequent Event [Member] | |
Subsequent Event (Textual) | |
Common stock reverse split, description | One-for-200 reverse split |