Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2019 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Hash Labs Inc. |
Entity Central Index Key | 0000842013 |
Amendment Flag | false |
Document Type | S-1 |
Document Period End Date | Mar. 31, 2019 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash | $ 5,611 | $ 223,576 | $ 730 |
Merchant services reserve | 2,938 | ||
Total current assets | 5,611 | 223,576 | 3,668 |
Equipment, net | 9,216 | 9,715 | |
Dino Might program | 1,979 | 1,979 | 1,979 |
Total assets | 16,806 | 235,270 | 5,647 |
Current liabilities | |||
Accounts payable and accrued liabilities | 611,054 | 223,067 | 282,849 |
Bank overdraft | 4,993 | 1,577 | |
Due to related party | 3,000 | ||
Deferred compensation | 1,861,178 | 300,995 | |
Note payable - related party | 298,163 | 100,000 | 606,145 |
Convertible debenture, net - related party | 85,829 | 19,055 | |
Derivative liability convertible note | 19,406 | ||
Total current liabilities | 2,778,388 | 709,891 | 929,032 |
Commitments and Contingencies (Note 9) | |||
Stockholders' deficit | |||
Preferred stock, value | |||
Common stock, $.0001 par value: 700,000,000 authorized; 22,858,246 and 22,848,246 shares issued and outstanding on March 31, 2019 and December 31, 2018, respectively | 2,286 | 2,285 | 15 |
Additional paid-in capital | 33,848,525 | 33,798,526 | 29,328,064 |
Accumulated deficit | (36,612,393) | (34,275,432) | (30,251,465) |
Total stockholders' deficit | (2,761,582) | (474,621) | (923,385) |
Total liabilities and stockholders' deficit | 16,806 | 235,270 | 5,647 |
Preferred Series C | |||
Stockholders' deficit | |||
Preferred stock, value | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 |
Common stock, shares issued | 22,858,246 | 22,848,246 | 151,277 |
Common stock, shares outstanding | 22,858,246 | 22,848,246 | 151,277 |
Preferred Series C | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 |
Preferred stock, shares issued | 0 | 0 | 7,000 |
Preferred stock, shares outstanding | 0 | 0 | 7,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,899 | $ 6,485 | $ 42,030 | |
Operating expenses | ||||
Selling, general and administrative expenses | 1,818,887 | 90,187 | 2,455,774 | 479,019 |
Amortization expenses | 5,614 | |||
Development expense | 506,669 | 962,063 | ||
Impairment of Dino Might Program | 818,472 | |||
Write off of Domain names | 12,231 | |||
Total operating expenses | 2,325,556 | 90,187 | 3,417,837 | 1,315,336 |
Loss from operations | (2,325,556) | (83,288) | (3,411,352) | (1,273,306) |
Other expenses | ||||
Interest expense | (11,405) | (10,108) | (606,527) | (36,211) |
Change in fair value of derivative liabilities | (7,527) | (6,088) | (6,839) | |
Total other expenses | (11,405) | (17,635) | (612,615) | (43,050) |
Net loss | $ (2,336,961) | $ (100,923) | $ (4,023,967) | $ (1,316,356) |
Net loss per common share: basic and diluted | $ (0.10) | $ (0.67) | $ (0.26) | $ (8.70) |
Weighted average common shares outstanding: basic and diluted | 22,853,468 | 151,277 | 15,650,460 | 151,277 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||||
Net loss | $ (2,336,961) | $ (100,923) | $ (4,023,967) | $ (1,316,356) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Common stock issued for services | 1,560,183 | 1,550,995 | ||
Amortization expense of debt discount | 10,000 | 586,921 | 5,614 | |
Impairment of Dino Might Program | 818,472 | |||
Write off of Domain names | 12,231 | |||
Change in derivative liability | 6,839 | |||
Depreciation | 499 | 249 | ||
Change in derivative liability - convertible debentures | 7,527 | 6,088 | ||
Changes in operating assets and liabilities | ||||
Merchant services reserve | 2,938 | |||
Accrued interest - convertible debenture | 5,387 | 1,768 | ||
Accrued interest - note payable | 17,688 | 34,443 | ||
Accounts payable and accrued liabilities | 390,321 | 38,109 | 200,281 | 159,924 |
Net cash used in operating activities | (375,958) | (55,287) | (1,653,420) | (277,065) |
Cash flows from investing activities | ||||
Purchase of Equipment | (9,964) | |||
Cash paid for Domain names | (17,845) | |||
Net cash used in investing activities | (9,964) | (17,845) | ||
Cash flow from financing activities | ||||
Bank overdraft | 4,993 | (1,145) | (1,577) | 1,577 |
Repayments on notes payable - related party | 56,025 | (101,935) | (4,330) | |
Proceeds from notes payable - related party | 100,000 | 82,075 | 285,275 | |
Proceeds from related party | 3,000 | 41,000 | ||
Proceeds from issuance of common stock | 50,000 | 1,866,667 | ||
Net cash provided by financing activities | 157,993 | 54,880 | 1,886,230 | 282,522 |
Net increase (decrease) in cash and cash equivalents | (217,965) | (407) | 222,846 | (12,388) |
Cash and cash equivalents at beginning of period | 223,576 | 730 | 730 | 13,118 |
Cash and cash equivalents at end of period | 5,611 | 323 | 223,576 | 730 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 961 | 1,285 | ||
Cash paid for income taxes | ||||
Non-cash investing and financing activities: | ||||
Conversion of Convertible debentures related party to non convertible | $ 88,164 | |||
Debt discount due to beneficial conversion | 586,921 | |||
Common stock issued from conversion of preferred stock | 1 | |||
Common stock issued from conversion of debt and accrued interest | 484,650 | |||
Forgiveness of accrued salary related-party | 239,000 | |||
Forgiveness of accrued interest related-party | 19,999 | |||
Extinguishment of derivative | 25,494 | |||
Purchase from related party of Dino Might program with preferred stock issuance | 820,451 | |||
Adjustment for fractional shares issued due to reverse split | 1 | |||
Expenses paid by Director | $ 3,200 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Series C | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 14 | $ 28,507,615 | $ (28,935,109) | $ (427,480) | |
Balance, shares at Dec. 31, 2016 | 143,780 | ||||
Preferred shares series C issued for purchase of intangible asset | $ 1 | 820,450 | 820,451 | ||
Preferred shares series C issued for purchase of intangible asset, shares | 7,000 | ||||
Shares issued for fractional shares from stock split | $ 1 | (1) | |||
Shares issued for fractional shares from stock split, shares | 7,497 | ||||
Net loss | (1,316,356) | (1,316,356) | |||
Balance at Dec. 31, 2017 | $ 1 | $ 15 | 29,328,064 | (30,251,465) | (923,385) |
Balance, shares at Dec. 31, 2017 | 7,000 | 151,277 | |||
Net loss | (100,923) | (100,923) | |||
Balance at Mar. 31, 2018 | $ 1 | $ 15 | 29,328,064 | (30,352,388) | (1,024,308) |
Balance, shares at Mar. 31, 2018 | 7,000 | 151,277 | |||
Balance at Dec. 31, 2017 | $ 1 | $ 15 | 29,328,064 | (30,251,465) | (923,385) |
Balance, shares at Dec. 31, 2017 | 7,000 | 151,277 | |||
Foregivenss of accrued salary related party | 239,000 | 239,000 | |||
Foregivenss of accrued interest related party | 19,999 | 19,999 | |||
Extingishment of derivative liability | 25,494 | 25,494 | |||
Conversion of notes payable to common stock | $ 1,795 | 482,855 | 484,650 | ||
Conversion of notes payable to common stock, shares | 17,950,000 | ||||
Common stock issued for services | $ 50 | 1,249,950 | 1,250,000 | ||
Common stock issued for services, shares | 500,000 | ||||
Beneficial conversion feature on debt | 586,921 | 586,921 | |||
Conversion of notes payable and preferred stock to common stock | $ (1) | $ 35 | (34) | ||
Conversion of notes payable and preferred stock to common stock, shares | (7,000) | 350,000 | |||
Sale of common stock | $ 390 | 1,866,277 | 1,866,667 | ||
Sale of common stock, shares | 3,896,969 | ||||
Net loss | (4,023,967) | (4,023,967) | |||
Balance at Dec. 31, 2018 | $ 2,285 | 33,798,526 | (34,275,432) | (474,621) | |
Balance, shares at Dec. 31, 2018 | 22,848,246 | ||||
Sale of common stock | $ 1 | 49,999 | 50,000 | ||
Sale of common stock, shares | 10,000 | ||||
Net loss | (2,336,961) | (2,336,961) | |||
Balance at Mar. 31, 2019 | $ 2,286 | $ 33,848,525 | $ (36,612,393) | $ (2,761,582) | |
Balance, shares at Mar. 31, 2019 | 22,858,246 |
Business, Going Concern and Sig
Business, Going Concern and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Hash Labs 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 condensed consolidated financial statements. These unaudited condensed 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, 2018 filed with the SEC on April 11, 2019. In the opinion of management, these unaudited condensed 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 March 31, 2019, and the results of operations and cash flows for the three months ended March 31, 2019 and 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year. Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company is focused on dynamic global growth opportunities in the financial technology, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $2,336,961 for the three months ended March 31, 2019 and has negative working capital of $2,772,777 as of March 31, 2019. The accompanying consolidated 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. We will need to raise additional capital in order to continue operations. The Company's ability to obtain additional financing may be affected by 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. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. 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 or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the three months ended March 31, 2019 and 2018. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation 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. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer and equipment costs consisted of the following: March 31, 2019 December 31, 2018 Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (748 ) (249 ) Balance $ 9,216 $ 9,715 Depreciation expense was $499 and $0 for the three months ended March 31, 2019 and 2018, respectively. Revenue Recognition The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. 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 Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. Leases In February 2016, the FASB issued ASU 2016-02, Leases Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 and 5,741 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended March 31, 2019 and 2018. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. Reclassifications Certain 2018 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. | NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder's deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger. All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company's business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual's medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians' offices weekly to reproduce the records requested by third parties. In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects. Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has since concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology ("DLT"). Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018. The accompanying consolidated 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 to raise additional capital 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. 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 or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation 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. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer and equipment costs consisted of the following: December 31, 2018 Computer equipment $ 9,964 Accumulated depreciation (249 ) Balance $ 9,715 Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively. Revenue Recognition The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements. Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company's statements of operations during the year ended December 31, 2018. 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 December 31, 2018 and December 31, 2017 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total December 31, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017. Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. At December 31, 2017, the Company determined there was an impairment on the Domain Name assets. As a result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized for the Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated. Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 145,712,968 and 4,563 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ending December 31, 2018 and 2017. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. Reclassifications Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Deferred Stock-Based Compensati
Deferred Stock-Based Compensation - Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Deferred Stock-based Compensation - Related Party [Abstract] | ||
DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY | 2. DEFERRED STOCK-BASED COMPENSATION — RELATED PARTY On May 18, 2018, the Company appointed J. Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of March 31, 2019 and December 31, 2018 the Company accrued $1,861,178 and $300,995, respectively in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity's share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award's fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. During the three months March 31, 2019 the Company recorded and expensed $1,560,183 for these awards. | 2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018 the Company accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity's share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award's fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. |
Notes Payable - Related Party
Notes Payable - Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Notes Payable - Related Party [Abstract] | ||
NOTES PAYABLE - RELATED PARTY | 3. NOTES PAYABLE — RELATED PARTY On July 15, 2016, the Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. The note had a one-year term. On April 9, 2019, the maturity date of the note was extended to June 30. 2019. The changes in this note payable to related party are reflected in the following at March 31, 2019 and December 31, 2018: At At Notes payable $ 100,000 $ 100,000 Accrued interest $ 19,438 $ 17,688 On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company's largest stockholder. Accrued interest at March 31, 2019 amounted to $1,040. On January 14, 2019 the Company entered into an exchange agreement with The Vantage Group Ltd. ("Vantage"). Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser. Accrued interest at March 31, 2019 amounted to $263. On February 28, 2019, the Company executed a $110,000 related party promissory note with Lyle Hauser with an original issue discount of $10,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2019. Following the maturity date, the note bears a 9% annual interest rate until paid in full. The Company evaluated the modification under ASC 470-50 and concluded the deletion of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. | 3. NOTES PAYABLE — RELATED PARTY During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder totaling $222,000. During the year ended December 31, 2017, the Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. The notes mature four to twelve months from issuance and total $437,500. As of December 31, 2017, $300,000 of the notes were in default. On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225 December 31, Notes payable – related party at beginning of period 222,000 Borrowings on notes payable – related party 215,500 Notes payable – related party 437,500 Accrued interest $ 33,103 On July 15, 2016, the Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. The note had a one-year term and was in default as of December 31, 2017 and December 31, 2018. The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018 and 2017: At December 31, 2018 At December 31, 2017 Notes payable $ 100,000 $ 100,000 Accrued interest $ 17,688 $ 10,688 During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the then-CEO of the Company; total expenses paid directly by the then-CEO of the Company was $3,200. During the year ended December 31, 2017, the Company repaid $4,330 to the then-CEO, and the amount due to the then-CEO was $3,145 as of December 31, 2017. During the year ended December 31, 2018, the Company repaid $3.220 to the then-CEO, and borrowed an additional $75. During the year ended December 31, 2018 the remaining amount of $3,145 was repaid. The advances carried a 0% interest rate and were to be repaid when funds were available. |
Convertible Debenture - Related
Convertible Debenture - Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Debenture - Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 4. CONVERTIBLE DEBENTURE — RELATED PARTY During the year ended December 31, 2016, the Company entered into eight unsecured 7% promissory notes with a significant shareholder (the Vantage Group Ltd. ("Vantage")). During the year ended December 31, 2017, the Company entered into additional unsecured 7% promissory notes with Vantage totaling $215,500. During the first quarter of 2018, the Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. The notes matured four to 12 months from issuance. On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $518,225 of the debt discount. The Company evaluated the modification under ASC 470-50 and concluded the addition of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging" The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage's convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note (which had been originally held by Vantage) in the principal amount (including accrued interest) of $243,000. During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note. The balance of these notes payable to related party as of December 31, 2018 and 2017 is as follows: December 31, Notes payable – related party at beginning of period $ 437,500 Reclassification of accrued interest to note balance 39,725 Borrowings on notes payable – related party 41,000 Beneficial conversion feature (518,225 ) Reclassification to paid in capital of beneficial conversion for conversion to common stock 492,745 Conversion to common stock (484,650 ) Repayments (16,715 ) Amortization of beneficial conversion feature 25,480 Notes payable – related party $ 16,860 Accrued interest $ 1,816 During the year ended December 31, 2017, the Company entered into five unsecured 7% promissory notes with a significant shareholder (Lyle Hauser, who owns Vantage) totaling $65,500 was in default. On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.0005. Lyle Hauser (directly and through Vantage, which he owns) is the Company's largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $68,696 of the debt discount. The Company evaluated the modification under ASC 470-50 and concluded the addition of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging" The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018: December 31, December 31, Notes payable at beginning of period $ 68,969 $ - Borrowings on notes payable - 65,500 Beneficial conversion (68,696 ) - Amortization of beneficial conversion feature 68,696 - Notes payable – related party $ 68,969 $ 65,500 Accrued interest $ 3,571 $ 3,469 The Company entered into two 10% 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 had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price. On June 29, 2018 the significant shareholder forgave the amounts owed, which was effective as of April 3, 2018. The Company recorded a capital contribution of $19,999 during the year ended December 31, 2018. The changes in these outstanding convertible notes payable to related party consisted of the following during years ended December 31, 2018 and 2017: December 31, December 31, Convertible debenture – related party at beginning of period $ 19,055 $ 17,287 Forgiveness (19,999 ) - Accumulated interest 944 1,768 Convertible debenture – related party at end of period $ - $ 19,055 |
Intellectual Property
Intellectual Property | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intellectual Property [Abstract] | ||
Intellectual Property | 4. INTELLECTUAL PROPERTY In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. 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 agreed to 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. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of March 31, 2019, the Dino Might asset balance was $1,979. 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. | 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. Amortization expense for the year ended December 31, 2017 totaled $5,614 As of December 31, 2017, the domain names were written off in the amount of $12,231. In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. 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 agreed to 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 three 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. As noted above, the Company entered into two 10% 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 had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day's closing price. During the year ended December 31, 2015 $40,000 of the note was converted and $70,000 was repaid. On June 29, 2018 the significant shareholder forgave the accrued interest, which was effective as of April 3, 2018. The Company recorded a capital contribution of $25,494 during the year ended December 31, 2018. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012, the Company granted warrants with ratchet provisions. The warrants expired four years from the date of grant. During the first two years of grant, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years following the issuance date, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants was also subject to adjustment. Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant 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 warrant 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 ratchet provisions, the Company treats the warrants 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. These warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2015. 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 had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 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 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 the year ended December 31, 2018 and 2017. December 31, December 31, Risk-free interest rate at grant date 0.45 % 0.45 % Expected stock price volatility 244 % 228 % Expected dividend payout - - Expected option in life-years 1 1 The change in fair value of the conversion option derivative liability consisted of the following during the years ended December 31, 2018 and 2017: December 31, December 31, Conversion option liability (beginning balance) $ 19,406 $ 12,567 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 6,839 Net conversion option liability $ - $ 19,406 Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018 and $6,839 for the year ended December 31, 2017. |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
EQUITY | 5. 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 "Series C Certificate of Designation"). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018. No shares of Series C Preferred Stock are outstanding as of March 31, 2019 and December 31, 2018, and no such shares may be re-issued. During the three months ended March 31, 2019 the Company sold a total of 10,000 shares of common stock for $50,000 ($5.00 per share). | 7. 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 "Series C Certificate of Designation"). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017, as discussed below. The Series C Preferred Stock was 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 was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would 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 would 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. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued. On September 29, 2017, the Company issued 7,000 shares of Series C Preferred Stock in connection with an asset purchase agreement (see Note 5). The value of the shares issued amount to $820,451. The valuation of the shares was determined by an independent financial analyst. The shares were converted to common stock in April 2018, as discussed below. On 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 a one-for-200 reverse split of its common stock was affected, and the Company changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split. On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.0005. Lyle Hauser (directly and through Vantage, which he owns) is the Company's largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage's convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note in the principal amount (including accrued interest) of $243,000. On June 29, 2018 a significant shareholder forgave the amounts owed under a debenture. The Company recorded a capital contribution of $19,999. See Note 4. The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 5. On June 29, 2018, two related parties forgave a total of $239,000 of accrued compensation. The amounts have been recorded as a capital contribution. During the year ended December 31, 2018, the Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company's common stock, for an aggregate purchase price equal to $1,866,666. The closing of these subscription agreements has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company's chief executive officer |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. ("BIG") to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which was initially estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 was expected to be due from December 1, 2018 through March 1, 2019. On August 3, 2018 the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing strategy for the Company's intended digital gold project. During the third quarter of 2018, the Company collaborated with REQ to create Coro as the new brand for its intended digital gold technology platform and mobile application. REQ is supporting the Company with the creative design, website development, video production, marketing, public relations and advertising strategy related to the launch of its intended Coro digital gold transaction platform. REQ receives monthly payments which will total $230,500 for services performed for 12 months of services, leading up to the launch of the intended Coro mobile application. In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreement automatically renews for an additional one year and the fees may not increase more than 1%. | 8. COMMITMENTS AND CONTINGENCIES From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. ("BIG") to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019. On August 3, 2018 the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing strategy for the Company's intended digital gold project. During the 3 rd In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES 2017 U.S. Tax Reform The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018. The significant components of the Company's net deferred tax assets are as follows for the years ended December 31: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 4,966,666 $ 3,775,351 Total deferred tax assets 4,966,666 3,775,351 Valuation allowance (4,966,666 ) (3,775,351 ) Net deferred tax assets $ - $ - FASB ASC 740, Income Taxes, At December 31, 2018 and December 31, 2017, respectively, the Company had approximately $19,596,000 and $17,977,860, respectively, of U.S. net operating loss carryforwards remaining. As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken. Tax returns for the years ended December 31, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service. A reconciliation of the Company's income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31: 2018 2017 Federal statutory taxes (21.00 )% (21.00 )% State income taxes, net of federal tax benefit (4.35 )% (4.35 ) Nondeductible items - - Change in tax rate estimates - - Change in valuation allowance 25.35 % 25.35 - % - % |
Related Party
Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Related Party [Abstract] | ||
RELATED PARTY | 7. RELATED PARTY On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company's largest stockholder. Accrued interest at March 31, 2019 amounted to $1,040. On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser. Accrued interest at March 31, 2019 amounted to $263. On February 28, 2019, the Company executed a $110,000 related party promissory note with Lyle Hauser with an original issue discount of $10,000. The note has a 0% interest rate and had an original maturity date of March 31, 2019, which has been extended to June 30, 2019. Following the maturity date, the note bears a 9% annual interest rate until paid in full. | 10. RELATED PARTY Michael Delin, a former director of the Company, provided accounting services to the Company through an entity he owned. During the years ended December 31, 2017 the Company paid Mr. Delin $9,500 for such services. On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company has entered into an employment agreement on May 18, 2018 with Mr. Goode. See Note 2 above. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENT | 8. SUBSEQUENT EVENTS On April 9, 2019, the maturity date of a promissory note held by Lyle Hauser (the Company's largest stockholder) originally due on February 29, 2019 was extended to June 30, 2019. On April 9, 2019, the maturity date of a $17,780 promissory note held by Vantage (owned by Lyle Hauser) that was in default, was extended to June 30, 2019. On April 9, 2019, the maturity date of a $100,000 promissory note held by Vantage that was in default was extended to June 30, 2019. On April 12, 2019, the Company entered into and closed a subscription agreement with Vantage pursuant to which the Company sold to Vantage 10,000 shares of common stock for a purchase price of $50,000. On April 12, 2019, the Company entered into an exchange agreement with Vantage pursuant to which Vantage exchanged a portion of an outstanding promissory note of the Company held by Vantage, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company On April 24, 2019, the Company entered into a subscription agreement with Advantage Life and Annuity Company, for the benefit of ALIP 1704-1138 SP ("Advantage Life"), pursuant to which Advantage Life purchased from the Company 200,000 shares of the Company's common stock for an aggregate purchase price of $1,000,000. The closing of the sale of the shares under the subscription agreement occurred on April 30, 2019. Advantage Life is an existing shareholder of the Company. Brian Dorr and David Dorr, who are principal shareholders of the Company, are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life. On May 3, 2019, the Company issued 20,000 shares of common stock valued at $100,000 ($5.00 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 per months for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement is for six months and may renew for an additional 6 months on the same terms unless either party notifies the other prior to the renewal date. On May 31, 2019, the Company entered into amendment no. 1 to the Company's employment agreement with J. Mark Goode, the Company's chief executive officer and director. Pursuant to the amendment, the Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and ● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). On June 5, 2019, the Company entered into and closed a subscription agreement with an accredited investor pursuant to which the Company issued and sold to the investor 50,000 shares of common stock for a purchase price of $250,000 On July 3, 2019, the Company entered into an amendment to promissory notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32, as amended by amendment No. 1 thereto, dated April 9, 2019, and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000, as amended by amendment No. 1 thereto, dated April 9, 2019. The amendment extended the maturity dates of the notes from June 30, 2019 to September 30, 2019. Mr. Hauser is the Company's largest stockholder. On July 3, 2019, the Company entered into an amendment to promissory notes held by The Vantage Group, Ltd. ("Vantage") consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $17,780.25, as amended by amendment No. 1 thereto, dated April 9, 2019, and (ii) a promissory note, issued on or about July 15, 2016, in the original principal amount of $100,000, as amended by amendment No. 1 thereto, dated April 9, 2019. The amendment extended the maturity dates of the notes from June 30, 2019 to September 30, 2019. Vantage is owned by Mr. Hauser. | 11. SUBSEQUENT EVENTS On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company's largest stockholder. On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser. On January 21, 2019 the Company entered into a subscription agreement with an investor pursuant to which the Company sold 5,000 shares of the Company's common stock, for an aggregate purchase price equal to $25,000. On February 28, 2019, the Company executed a $110,000 related party promissory note with an original issue discount of $10,000. The note has a 0% interest rate and had an original maturity date of March 31, 2019, which has been extended to June 30, 2019. Following the maturity date, the note bears a 9% annual interest rate until paid in full. On March 6, 2019 the Company entered into a subscription agreement with an investor pursuant to which the Company sold 5,000 shares of the Company common stock for an aggregate purchase price equal to $25,000. |
Business, Going Concern and S_2
Business, Going Concern and Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Hash Labs 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 condensed consolidated financial statements. These unaudited condensed 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, 2018 filed with the SEC on April 11, 2019. In the opinion of management, these unaudited condensed 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 March 31, 2019, and the results of operations and cash flows for the three months ended March 31, 2019 and 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year. | Basis of Presentation The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder's deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. |
Principle of Consolidation | Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. | Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Nature of Business Operations | Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company is focused on dynamic global growth opportunities in the financial technology, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. | Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company's business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual's medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians' offices weekly to reproduce the records requested by third parties. In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects. Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has since concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology ("DLT"). Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. |
Going Concern | Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $2,336,961 for the three months ended March 31, 2019 and has negative working capital of $2,772,777 as of March 31, 2019. The accompanying consolidated 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. We will need to raise additional capital in order to continue operations. The Company's ability to obtain additional financing may be affected by 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. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. 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 or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. | Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018. The accompanying consolidated 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 to raise additional capital 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. 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 or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the three months ended March 31, 2019 and 2018. | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation 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. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer and equipment costs consisted of the following: March 31, 2019 December 31, 2018 Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (748 ) (249 ) Balance $ 9,216 $ 9,715 Depreciation expense was $499 and $0 for the three months ended March 31, 2019 and 2018, respectively. | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation 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. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer and equipment costs consisted of the following: December 31, 2018 Computer equipment $ 9,964 Accumulated depreciation (249 ) Balance $ 9,715 Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. | Revenue Recognition The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements. Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold. The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company's statements of operations during the year ended December 31, 2018. |
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 | 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 December 31, 2018 and December 31, 2017 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total December 31, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. | Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. At December 31, 2017, the Company determined there was an impairment on the Domain Name assets. As a result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized for the Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases | |
Net Loss per Share | Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 and 5,741 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three months ended March 31, 2019 and 2018. | Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 145,712,968 and 4,563 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ending December 31, 2018 and 2017. |
Management Estimates | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. | Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. |
Reclassifications | Reclassifications Certain 2018 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. | Reclassifications Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Business, Going Concern and S_3
Business, Going Concern and Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of three levels of fair value hierarchy to assets and liabilities | Fair Value Measurements Level 1 Level 2 Level 3 Total December 31, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 | |
Schedule of property and equipment estimated useful lives | Depreciation/ Amortization Asset Category Period Computer equipment 5 Years | Depreciation/ Amortization Asset Category Period Computer equipment 5 Years |
Schedule of computer and equipment costs | March 31, 2019 December 31, 2018 Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (748 ) (249 ) Balance $ 9,216 $ 9,715 | December 31, 2018 Computer equipment $ 9,964 Accumulated depreciation (249 ) Balance $ 9,715 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Notes Payable Related Party One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of changes in notes payable to related party | December 31, Notes payable – related party at beginning of period 222,000 Borrowings on notes payable – related party 215,500 Notes payable – related party 437,500 Accrued interest $ 33,103 | |
Notes Payable Related Party Two [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of changes in notes payable to related party | At December 31, 2018 At December 31, 2017 Notes payable $ 100,000 $ 100,000 Accrued interest $ 17,688 $ 10,688 | |
Notes Payable Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of changes in notes payable to related party | At At Notes payable $ 100,000 $ 100,000 Accrued interest $ 19,438 $ 17,688 |
Convertible Debenture - Relat_2
Convertible Debenture - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Schedule of outstanding convertible notes payable to related party | December 31, December 31, Convertible debenture – related party at beginning of period $ 19,055 $ 17,287 Forgiveness (19,999 ) - Accumulated interest 944 1,768 Convertible debenture – related party at end of period $ - $ 19,055 |
Convertible Notes Payable Related Party [Member] | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Summary of changes in notes payable to related party | December 31, Notes payable – related party at beginning of period $ 437,500 Reclassification of accrued interest to note balance 39,725 Borrowings on notes payable – related party 41,000 Beneficial conversion feature (518,225 ) Reclassification to paid in capital of beneficial conversion for conversion to common stock 492,745 Conversion to common stock (484,650 ) Repayments (16,715 ) Amortization of beneficial conversion feature 25,480 Notes payable – related party $ 16,860 Accrued interest $ 1,816 |
Convertible Notes Payable Related Party One[Member] | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Summary of changes in notes payable to related party | December 31, December 31, Notes payable at beginning of period $ 68,969 $ - Borrowings on notes payable - 65,500 Beneficial conversion (68,696 ) - Amortization of beneficial conversion feature 68,696 - Notes payable – related party $ 68,969 $ 65,500 Accrued interest $ 3,571 $ 3,469 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liability [Abstract] | |
Schedule of fair value of the conversion options | December 31, December 31, Risk-free interest rate at grant date 0.45 % 0.45 % Expected stock price volatility 244 % 228 % Expected dividend payout - - Expected option in life-years 1 1 |
Schedule of fair value of the conversion option derivative liability | December 31, December 31, Conversion option liability (beginning balance) $ 19,406 $ 12,567 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 6,839 Net conversion option liability $ - $ 19,406 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 4,966,666 $ 3,775,351 Total deferred tax assets 4,966,666 3,775,351 Valuation allowance (4,966,666 ) (3,775,351 ) Net deferred tax assets $ - $ - |
Schedule of federal statutory rate | 2018 2017 Federal statutory taxes (21.00 )% (21.00 )% State income taxes, net of federal tax benefit (4.35 )% (4.35 ) Nondeductible items - - Change in tax rate estimates - - Change in valuation allowance 25.35 % 25.35 - % - % |
Business, Going Concern and S_4
Business, Going Concern and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Computer equipment | $ 9,964 | $ 9,964 | |
Accumulated depreciation | (499) | (249) | |
Balance | $ 9,216 | $ 9,715 | |
Computer Equipment [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Depreciation and amortization period | 5 years | 5 years |
Business, Going Concern and S_5
Business, Going Concern and Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities | ||
Derivative Liabilities | $ 19,406 | |
Total | 19,406 | |
Fair Value Measurements, Level 1 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Fair Value Measurements, Level 2 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Fair Value Measurements, Level 3 [Member] | ||
Liabilities | ||
Derivative Liabilities | 19,406 | |
Total | $ 19,406 |
Business, Going Concern and S_6
Business, Going Concern and Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Planned CXAU platform-overview, description | The Company is developing products and technology solutions for global payments and the financial industry. | The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. | ||
Net loss | $ (2,336,961) | $ (100,923) | $ (4,023,967) | $ (1,316,356) |
Working capital | 2,772,777 | 486,315 | ||
Derivative liability | 19,406 | |||
Depreciation expense | $ 499 | $ 249 | 0 | |
Additional impairment expenses | $ 818,422 | |||
Weighted average common shares, basic and diluted | 22,853,468 | 151,277 | 15,650,460 | 151,277 |
Advertising expense | ||||
Impairment on Domain Name assets | $ 12,231 | |||
Convertible shares not included in the computation of diluted loss per share | 5,741 | 145,712,968 | 4,563 | |
Maximum [Member] | ||||
Property and Equipment estimated useful lives | 10 years | 10 years | ||
Minimum [Member] | ||||
Property and Equipment estimated useful lives | 3 years | 3 years |
Deferred Stock-Based Compensa_2
Deferred Stock-Based Compensation - Related Party (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 18, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Stock-Based Compensation - Related Party (Textual) | |||||
Common stock shares issued | 22,858,246 | 22,848,246 | 151,277 | ||
Common stock, value | $ 2,286 | $ 2,285 | $ 15 | ||
Accrued stock-based compensation | 1,861,178 | 300,995 | |||
Common stock for service | $ 1,560,183 | $ 1,550,995 | |||
J. Mark Goode [Member] | Employment Agreement [Member] | |||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||
Annual base salary | $ 96,000 | ||||
Increase annual base salary maximum | $ 216,000 | ||||
Deferred compensation related party, description | After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. | ||||
Common stock shares issued | 500,000 | ||||
Common Stock, per share | $ 2.50 | ||||
Common stock, value | $ 1,250,000 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||||
Borrowings on notes payable - related party | $ 100,000 | $ 82,075 | $ 285,275 | |
Notes Payable Related Party [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes payable - related party at beginning of period | 100,000 | 100,000 | 100,000 | 100,000 |
Notes payable - related party | 100,000 | 100,000 | ||
Accrued interest | $ 19,438 | 17,688 | 10,688 | |
Notes Payable Related Party One [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes payable - related party at beginning of period | $ 437,500 | $ 437,500 | 222,000 | |
Borrowings on notes payable - related party | 215,500 | |||
Notes payable - related party | 437,500 | |||
Accrued interest | $ 33,103 |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Textual) - USD ($) | Feb. 28, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Nov. 04, 2013 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 14, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 17, 2013 |
Note Payable - Related Party (Textual) | |||||||||||
Unsecured promissory notes, term | 1 year | ||||||||||
Percentage of advance carries interest rate | 10.00% | 10.00% | |||||||||
Unsecured Promissory Notes [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Unsecured promissory notes, description | The Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. | The Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. | |||||||||
Unsecured promissory notes total | $ 300,000 | ||||||||||
Unsecured promissory notes mature, description | The notes mature four to twelve months from issuance and total $437,500. | ||||||||||
Aggregate principal amount | $ 518,225 | ||||||||||
CEO [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Total borrowings amount | $ 75 | 4,275 | |||||||||
Total expenses | 3,200 | ||||||||||
Repaid related party amount | $ 3,220 | 4,330 | |||||||||
Amount due to the CEO | $ 3,145 | ||||||||||
Percentage of advance carries interest rate | 0.00% | ||||||||||
Shareholder [Member] | Unsecured Promissory Notes [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Unsecured promissory notes, description | The Company executed a $110,000 related party promissory note with Lyle Hauser with an original issue discount of $10,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2019. Following the maturity date, the note bears a 9% annual interest | The Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. | The Company entered into two 10% convertible debentures with a significant shareholder | The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. | |||||||
Unsecured promissory notes total | $ 100,000 | $ 222,000 | |||||||||
Unsecured promissory notes mature, description | One-year term | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Vantage [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Percentage of advance carries interest rate | 7.00% | ||||||||||
Aggregate principal amount | $ 17,780 | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Accrued interest | $ 263 | ||||||||||
Vantage [Member] | Unsecured Promissory Notes [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Percentage of advance carries interest rate | 7.00% | ||||||||||
Aggregate principal amount | $ 17,780 | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Accrued interest | $ 263 | ||||||||||
Outstanding convertible promissory note | $ 17,780 | ||||||||||
Hauser [Member] | Unsecured Promissory Notes [Member] | |||||||||||
Note Payable - Related Party (Textual) | |||||||||||
Percentage of advance carries interest rate | 7.00% | ||||||||||
Aggregate principal amount | $ 70,384 | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Accrued interest | $ 1,040 | ||||||||||
Outstanding convertible promissory note | $ 70,384 |
Convertible Debenture - Relat_3
Convertible Debenture - Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Notes Payable Related Party [Member] | ||
Notes payable at beginning of period | $ 437,500 | |
Reclassification of accrued interest to note balance | 39,725 | |
Borrowings on notes payable - related party | 41,000 | |
Beneficial conversion feature | (518,225) | |
Reclassification to paid in capital of beneficial conversion for conversion to common stock | 492,745 | |
Conversion to common stock | (484,650) | |
Repayments | (16,715) | |
Amortization of beneficial conversion feature | 25,480 | |
Notes payable - related party | 16,860 | $ 437,500 |
Accrued interest | 1,816 | |
Convertible Notes Payable Related Party One [Member] | ||
Notes payable at beginning of period | 68,969 | |
Borrowings on notes payable - related party | 65,500 | |
Beneficial conversion feature | (68,696) | |
Amortization of beneficial conversion feature | 68,696 | |
Notes payable - related party | 68,969 | 68,969 |
Accrued interest | $ 3,571 | $ 3,469 |
Convertible Debenture - Relat_4
Convertible Debenture - Related Party (Details 1) - Related Party [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible debenture - related party at beginning of period | $ 19,055 | $ 17,287 |
Forgiveness | (19,999) | |
Accumulated interest | 944 | 1,768 |
Convertible debenture - related party at end of period | $ 85,829 | $ 19,055 |
Convertible Debenture - Relat_5
Convertible Debenture - Related Party (Details Textual) - USD ($) | Feb. 28, 2019 | Apr. 06, 2018 | Jul. 15, 2016 | Nov. 04, 2013 | Apr. 03, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 14, 2019 | Dec. 17, 2013 |
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debenture | $ 50,000 | $ 60,000 | |||||||||
Conversion of features, description | The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price. | ||||||||||
Amortized debt discount | $ 518,225 | ||||||||||
Common stock value for conversion | 484,650 | ||||||||||
Related Party [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debenture | 85,829 | $ 19,055 | $ 17,287 | ||||||||
Forgiveness | 19,999 | ||||||||||
Lyle Hauser [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debenture | $ 70,384 | ||||||||||
Principal amount | $ 70,384 | ||||||||||
Convertible Debt Securities [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debentures, description | The Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. | The Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. | |||||||||
Principal amount | $ 518,225 | ||||||||||
Convertible Debt Securities [Member] | Shareholder [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debentures, description | The Company executed a $110,000 related party promissory note with Lyle Hauser with an original issue discount of $10,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2019. Following the maturity date, the note bears a 9% annual interest | The Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. | The Company entered into two 10% convertible debentures with a significant shareholder | The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. | |||||||
Convertible Debt Securities [Member] | Related Party [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debenture | $ 50,000 | $ 60,000 | |||||||||
Convertible Debt Securities [Member] | Vantage Group Ltd [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debentures, description | The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.027. | ||||||||||
Reclassification to paid in capital of beneficial conversion for conversion to common stock | $ 518,225 | ||||||||||
Principal amount | $ 243,000 | ||||||||||
Aggregate share issued of common stock | 9,000,000 | 9,300,000 | |||||||||
Common stock value for conversion | $ 241,650 | ||||||||||
Shares of series C preferred stock | 7,000 | ||||||||||
Conversion price | $ 0.0005 | ||||||||||
Convertible Debt Securities [Member] | Lyle Hauser [Member] | |||||||||||
Convertible Debenture - Related Party (Textual) | |||||||||||
Convertible debentures, description | The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.0005. | ||||||||||
Amortized debt discount | $ 68,969 | 68,696 | |||||||||
Reclassification to paid in capital of beneficial conversion for conversion to common stock | $ 68,969 | ||||||||||
Forgiveness | $ 19,999 | ||||||||||
Borrowings on notes payable - related party | $ 65,500 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | Nov. 04, 2013 | Sep. 30, 2017 | Sep. 29, 2017 | Dec. 17, 2013 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Intellectual Property (Textual) | ||||||||
Website and domain names purchase price | $ 17,845 | |||||||
Amortization expense | 5,614 | |||||||
Written off in amount | 12,231 | |||||||
Impairment loss | $ 818,472 | 818,472 | ||||||
Percentage of revenue | 30.00% | |||||||
Intellectual property, description | The properties will be depreciated over their estimated useful lives being 3 years. | |||||||
Issued to vantage shares | 10,000 | |||||||
Shares issued value | $ 50,000 | |||||||
Secured convertible debentures interest rate | 80.00% | |||||||
Conversion of features, description | The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price. | |||||||
Term on secured convertible debentures | 1 year | |||||||
Capital contribution | $ 25,494 | |||||||
Dino Might asset balance | $ 1,979 | $ 1,979 | $ 1,979 | |||||
Convertible Debentures [Member] | ||||||||
Intellectual Property (Textual) | ||||||||
Secured convertible debentures interest rate | 10.00% | 10.00% | ||||||
Conversion of features, description | The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day's closing price. | |||||||
Convertible debenture issued | $ 50,000 | $ 60,000 | ||||||
Term on secured convertible debentures | 1 year | 1 year | ||||||
Convertible notes payable | $ 40,000 | |||||||
Repayment of note payable | $ 70,000 | |||||||
Series C Preferred Stock [Member] | ||||||||
Intellectual Property (Textual) | ||||||||
Issued to vantage shares | 7,000 | 7,000 | ||||||
Shares issued value | $ 820,451 | $ 820,451 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate at grant date | 0.45% | 0.45% |
Expected stock price volatility | 244.00% | 228.00% |
Expected dividend payout | ||
Expected option in life-years | 1 year | 1 year |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Conversion option liability (beginning balance) | $ 19,406 | |
Net conversion option liability | $ 19,406 | |
Conversion Option [Member] | ||
Conversion option liability (beginning balance) | 19,406 | 12,567 |
Reclassification to additional paid in capital | (25,494) | |
Loss on changes in fair market value of conversion option liability | 6,088 | 6,839 |
Net conversion option liability | $ 19,406 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 17, 2013 | Nov. 04, 2013 | |
Derivative Liabilities (Textual) | ||||||||
Derivative gain | $ 1,271 | |||||||
Fair value of derivative liability | $ 1,271 | |||||||
Convertible debt percentage | 10.00% | 10.00% | ||||||
Convertible debt | $ 60,000 | $ 50,000 | ||||||
Debentures term | 1 year | |||||||
Convertible into common stock at conversion price lower | $ 400 | |||||||
Conversion price percentage | 80.00% | |||||||
Change in fair market value of conversion option liability | $ 7,527 | $ 6,088 | $ 6,839 |
Equity (Details)
Equity (Details) - USD ($) | May 18, 2018 | Apr. 06, 2018 | Apr. 03, 2018 | Oct. 25, 2017 | Sep. 30, 2017 | Sep. 29, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 29, 2018 | Dec. 31, 2017 | Dec. 17, 2013 | Nov. 04, 2013 |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Stock issued shares value | $ 50,000 | |||||||||||
Stock Issued shares | 10,000 | |||||||||||
Common stock reverse split, description | One-for-200 reverse split | |||||||||||
Percentage of interest rate | 10.00% | 10.00% | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Capital contribution | $ 19,999 | |||||||||||
Accrued compensation | $ 239,000 | |||||||||||
Purchase price, per share | $ 5 | |||||||||||
Debt discount | $ 518,225 | |||||||||||
Convertible note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of common stock shares issued | 9,000,000 | |||||||||||
Convertible promissory note principal amount | $ 243,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Employment agreement, description | The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). | |||||||||||
Lyle Hauser [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible price | $ 0.0005 | |||||||||||
Aggregate principal amount | $ 68,969 | |||||||||||
Convertible promissory note principal amount | $ 68,969 | |||||||||||
Percentage of interest rate | 7.00% | |||||||||||
Fair value of the beneficial conversion feature | $ 518,225 | |||||||||||
Debt discount | $ 68,696 | |||||||||||
Vantage Group Ltd [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of common stock shares issued | 9,300,000 | |||||||||||
Aggregate of common stock shares issued, value | $ 241,650 | |||||||||||
Convertible price | $ 0.027 | |||||||||||
Aggregate principal amount | $ 518,225 | |||||||||||
Convertible promissory note principal amount | $ 518,225 | |||||||||||
Percentage of interest rate | 7.00% | |||||||||||
Extinguishment of the derivative | $ 35,294 | |||||||||||
JMG Horseshoe, LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate shares sold | 333,333 | |||||||||||
Aggregate gross proceeds | $ 333,333 | |||||||||||
Subscription agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate shares sold | 3,896,969 | |||||||||||
Aggregate gross proceeds | $ 1,866,666 | |||||||||||
Preferred Series C [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 | |||||||||
Preferred stock, shares issued | 0 | 7,000 | ||||||||||
Description of convertible preferred stock | The Series C Preferred Stock was 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 was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would 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 would 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. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued. | |||||||||||
Gross profits of shares | $ 120,000 | |||||||||||
Stock issued shares value | $ 820,451 | $ 820,451 | ||||||||||
Stock Issued shares | 7,000 | 7,000 | ||||||||||
Aggregate of common stock shares issued, value | $ 7,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 03, 2018 | Sep. 11, 2018 | Dec. 31, 2018 |
Commitments and Contingencies Textual | |||
Monthly payments for services | $ 230,500 | ||
License Fee Agreement Description | we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%. | ||
Best Innovation Group, Inc [Member] | Consulting services [Member] | |||
Commitments and Contingencies Textual | |||
Description of Commitments agreement | From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. ("BIG") to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 4,966,666 | $ 3,775,351 |
Total deferred tax assets | 4,966,666 | 3,775,351 |
Valuation allowance | (4,966,666) | (3,775,351) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory taxes | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefit | (4.35%) | (4.35%) |
Nondeductible items | ||
Change in tax rate estimates | ||
Change in valuation allowance | 25.35% | 25.35% |
Total |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Net deferred taxes | $ 3,775,351 | $ 4,966,666 |
Corporate federal income tax rate, description | The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018. | |
Valuation allowance | $ 1,320,415 | 1,191,315 |
U.S. net operating loss carryforwards | $ 17,977,860 | $ 19,596,000 |
Related Party (Details)
Related Party (Details) - USD ($) | Feb. 28, 2019 | Jan. 14, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 14, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 17, 2013 | Nov. 04, 2013 |
Related Party Transactions (Textual) | ||||||||||
Aggregate amount of convertible debt | $ 60,000 | $ 50,000 | ||||||||
Interest rate per year | 10.00% | 10.00% | ||||||||
Related party promissory note | $ 100,000 | $ 82,075 | $ 285,275 | |||||||
Lyle Hauser [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Aggregate amount of convertible debt | $ 70,384 | |||||||||
Principal amount | $ 70,384 | |||||||||
Interest rate per year | 9.00% | 7.00% | 9.00% | |||||||
Maturity date | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | |||||||
Accrued interest | 1,040 | |||||||||
Related party promissory note | $ 110,000 | $ 110,000 | ||||||||
Original issue discount | $ 10,000 | |||||||||
Interest rate | 0.00% | |||||||||
Vantage [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Aggregate amount of convertible debt | $ 17,780 | |||||||||
Principal amount | $ 17,780 | |||||||||
Interest rate per year | 7.00% | |||||||||
Maturity date | Jun. 30, 2019 | |||||||||
Accrued interest | $ 263 | |||||||||
Mr. Delin [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Accounting services fee | $ 950,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 03, 2019 | Jun. 05, 2019 | May 03, 2019 | Apr. 12, 2019 | Apr. 09, 2019 | Mar. 06, 2019 | Feb. 28, 2019 | Jan. 21, 2019 | Jan. 14, 2019 | Jan. 14, 2019 | May 31, 2019 | Feb. 28, 2019 | Apr. 03, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 17, 2013 | Nov. 04, 2013 |
Subsequent Event (Textual) | |||||||||||||||||||
Percentage of interest rate | 10.00% | 10.00% | |||||||||||||||||
Issuance of common stock value | |||||||||||||||||||
Agreed to pay per months for variety of services | $ 1,250,000 | ||||||||||||||||||
Related party promissory note | $ 100,000 | $ 82,075 | $ 285,275 | ||||||||||||||||
Newly issued shares of common stock value | $ 50,000 | ||||||||||||||||||
Newly issued shares of common stock | 10,000 | ||||||||||||||||||
Lyle Hauser [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Aggregate principal amount | $ 1,040 | ||||||||||||||||||
Convertible promissory note principal amount | $ 70,384 | $ 70,384 | |||||||||||||||||
Percentage of interest rate | 9.00% | 7.00% | 7.00% | 9.00% | |||||||||||||||
Note maturity date | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | ||||||||||||||||
Related party promissory note | $ 110,000 | $ 110,000 | |||||||||||||||||
Vantage Group Ltd [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible price | $ 0.027 | ||||||||||||||||||
Aggregate principal amount | $ 518,225 | ||||||||||||||||||
Convertible promissory note principal amount | $ 518,225 | ||||||||||||||||||
Percentage of interest rate | 7.00% | ||||||||||||||||||
Common stock for purchase price shares | 9,300,000 | ||||||||||||||||||
Common stock for purchase price value | $ 241,650 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible price | $ 5 | ||||||||||||||||||
Convertible promissory note principal amount | 110,000 | 110,000 | |||||||||||||||||
Original issue discount | $ 10,000 | $ 10,000 | |||||||||||||||||
Percentage of interest rate | 0.00% | 0.00% | |||||||||||||||||
Note maturity date | Mar. 31, 2019 | ||||||||||||||||||
Common stock sold in pursuant to subscription agreement | 5,000 | 5,000 | |||||||||||||||||
Common stock sale price | $ 25,000 | $ 25,000 | |||||||||||||||||
Description for promissory note | Following the maturity date, the note bears a 9% annual interest rate until paid in full. | ||||||||||||||||||
Issuance of common stock value | $ 20,000 | ||||||||||||||||||
Issuance shares of common stock | 100,000 | ||||||||||||||||||
Agreed to pay per months for variety of services | $ 2,500 | ||||||||||||||||||
Subsequent Event [Member] | Lyle Hauser [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Note maturity date | Jun. 30, 2019 | ||||||||||||||||||
Description for promissory note | Company entered into an amendment to promissory notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32, as amended by amendment No. 1 thereto, dated April 9, 2019, and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000, as amended by amendment No. 1 thereto, dated April 9, 2019. The amendment extended the maturity dates of the notes from June 30, 2019 to September 30, 2019. Mr. Hauser is the Company's largest stockholder. | ||||||||||||||||||
Subsequent Event [Member] | Vantage Group Ltd [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Common stock for purchase price shares | 10,000 | ||||||||||||||||||
Common stock for purchase price value | $ 50,000 | ||||||||||||||||||
Note maturity date | Jun. 30, 2019 | ||||||||||||||||||
Description for promissory note | Company entered into an amendment to promissory notes held by The Vantage Group, Ltd. ("Vantage") consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $17,780.25, as amended by amendment No. 1 thereto, dated April 9, 2019, and (ii) a promissory note, issued on or about July 15, 2016, in the original principal amount of $100,000, as amended by amendment No. 1 thereto, dated April 9, 2019. The amendment extended the maturity dates of the notes from June 30, 2019 to September 30, 2019. Vantage is owned by Mr. Hauser. | ||||||||||||||||||
Related party promissory note | $ 17,780 | ||||||||||||||||||
Newly issued shares of common stock value | $ 50,000 | ||||||||||||||||||
Newly issued shares of common stock | 10,000 | ||||||||||||||||||
Subsequent Event [Member] | Vantage Group Ltd One [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Note maturity date | Jun. 30, 2019 | ||||||||||||||||||
Related party promissory note | $ 100,000 | ||||||||||||||||||
Subsequent Event [Member] | Advantage Life and Annuity Company [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Common stock for purchase price shares | 200,000 | ||||||||||||||||||
Common stock for purchase price value | $ 1,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Mr. Hauser [Member] | Convertible promissory note [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible promissory note principal amount | $ 70,384 | $ 70,384 | |||||||||||||||||
Subsequent Event [Member] | Mr. Hauser [Member] | New non-convertible promissory note [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible promissory note principal amount | $ 70,384 | $ 70,384 | |||||||||||||||||
Percentage of interest rate | 7.00% | 7.00% | |||||||||||||||||
Note maturity date | Mar. 31, 2019 | ||||||||||||||||||
Subsequent Event [Member] | Vantage Group Ltd [Member] | Convertible promissory note [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible promissory note principal amount | $ 17,780 | $ 17,780 | |||||||||||||||||
Subsequent Event [Member] | Vantage Group Ltd [Member] | New non-convertible promissory note [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Convertible promissory note principal amount | $ 17,780 | $ 17,780 | |||||||||||||||||
Percentage of interest rate | 7.00% | 7.00% | |||||||||||||||||
Note maturity date | Mar. 31, 2019 | ||||||||||||||||||
Subsequent Event [Member] | J. Mark Goode [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Obligation to issue additional shares of common stock, description | Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows: Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). | ||||||||||||||||||
Subsequent Event [Member] | Accredited investor [Member] | |||||||||||||||||||
Subsequent Event (Textual) | |||||||||||||||||||
Subscription agreement, description | Company entered into and closed a subscription agreement with an accredited investor pursuant to which the Company issued and sold to the investor 50,000 shares of common stock for a purchase price of $250,000 |