Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 14, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Textmunication Holdings, Inc. | ||
Entity Central Index Key | 897,078 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 49,983 | ||
Entity Common Stock, Shares Outstanding | 3,975,519,454 | ||
Trading Symbol | TXHD | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 10,158 | |
Receivables | 2,849 | 3,757 |
Total current assets | 13,007 | 3,757 |
Fixed assets, net | 305 | |
Software | 45,229 | |
Investment in equity method investee | 452,336 | 454,062 |
Total assets | 510,572 | 458,124 |
Current liabilities | ||
Accounts payable and accrued liabilities | 480,719 | 291,731 |
Due to related parties | 11,750 | 11,750 |
Loans payable | 3,712 | |
Convertible notes payable, net of discount | 172,230 | 535,464 |
Derivative liability | 319,041 | 857,795 |
Total current liabilities | 983,740 | 1,700,452 |
Total liabilities | 983,740 | 1,700,452 |
Stockholders' deficit | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | 400 | 400 |
Common stock; $0.0001 par value; 250,000,000 shares authorized; 2,435,179 and 199,403 shares issued and outstanding as of December 31, 2017 and 2016, respectively. | 244 | 20 |
Additional paid-in capital | 14,676,221 | 6,258,265 |
Accumulated deficit | (15,150,240) | (7,501,020) |
Total stockholders' deficit | (473,168) | (1,242,328) |
Total liabilities and stockholders' deficit | 510,572 | 458,124 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | 7 | 7 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, 5,933,333 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | $ 200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,933,333 | 5,933,333 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 2,435,179 | 199,403 |
Common stock, shares outstanding | 2,435,179 | 199,403 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 66,667 | 66,667 |
Preferred stock, shares issued | 66,667 | 66,667 |
Preferred stock, shares outstanding | 66,667 | 66,667 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,000,000 | 0 |
Preferred stock, shares outstanding | 2,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Sales | $ 943,739 | $ 458,271 |
Cost of revenues | 317,336 | 103,085 |
Gross profit | 626,403 | 355,186 |
Operating expenses | ||
Officer Compensation | 6,345,166 | 81,846 |
General and administrative expenses | 829,997 | 1,183,964 |
Total operating expenses | 7,175,163 | 1,265,810 |
Loss from operations | (6,548,760) | (910,624) |
Other expense | ||
Interest expense | (96,993) | (143,093) |
Loss on change of derivative liability | (850,753) | (1,377,637) |
Amortization of debt discount | (188,549) | (610,951) |
Gain (loss) on settlement of notes payable | 37,561 | (300,016) |
Total other expense | (1,098,734) | (2,431,697) |
Income (loss) from investment in equity method investee | (1,726) | 18,395 |
Net income (loss) | $ (7,649,220) | $ (3,323,926) |
Basic weighted average common shares outstanding | 1,794,897 | 132,006 |
Net loss per common share: basic and diluted | $ (4.26) | $ (25.18) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Preferred Stock - Series B [Member] | Preferred Stock - Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 400 | $ 11 | $ 3,075,765 | $ (4,177,094) | $ (1,100,918) | ||
Balance, shares at Dec. 31, 2015 | 4,000,000 | 109,543 | |||||
Preferred stock issued for investment in Aspire | $ 7 | 459,995 | 460,002 | ||||
Preferred stock issued for investment in Aspire, shares | 66,667 | ||||||
Settlement of derivative liability | 1,573,238 | 1,573,238 | |||||
Contributed capital | 35,277 | 35,277 | |||||
Stock issued to settle notes payable | $ 14 | 635,285 | 635,299 | ||||
Stock issued to settle notes payable, shares | 14,260 | ||||||
Stock issued for services | $ 1 | 478,699 | $ 478,700 | ||||
Stock issued for services, shares | 8,000 | 8,000 | |||||
Shares returned for services | $ (6) | 6 | |||||
Shares returned for services, shares | (59,400) | ||||||
Net loss | (3,323,926) | (3,323,926) | |||||
Balance at Dec. 31, 2016 | $ 400 | $ 7 | $ 20 | 6,258,265 | (7,501,020) | (1,242,328) | |
Balance, shares at Dec. 31, 2016 | 4,000,000 | 66,667 | 199,403 | ||||
Settlement of derivative liability | 1,271,691 | 1,271,691 | |||||
Contributed capital | |||||||
Stock issued to settle notes payable | $ 161 | 921,857 | 922,018 | ||||
Stock issued to settle notes payable, shares | 1,608,879 | ||||||
Stock issued for services | $ 208 | 6,114,892 | 6,115,100 | ||||
Stock issued for services, shares | 2,077,500 | ||||||
Stock issued to settle debt | $ 30 | 109,541 | 109,571 | ||||
Stock issued to settle debt, shares | 299,397 | ||||||
Conversion of common stock to preferred | $ 200 | $ (175) | (25) | ||||
Conversion of common stock to preferred, shares | 2,000,000 | (1,750,000) | |||||
Net loss | (7,649,220) | (7,649,220) | |||||
Balance at Dec. 31, 2017 | $ 400 | $ 7 | $ 200 | $ 244 | $ 14,676,221 | $ (15,150,240) | $ (473,168) |
Balance, shares at Dec. 31, 2017 | 4,000,000 | 66,667 | 2,000,000 | 2,435,179 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,649,220) | $ (3,323,926) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt discount | 188,549 | 610,951 |
Loss on derivative liability | 850,753 | 1,377,637 |
Non cash interest expense | 81,272 | |
Depreciation | 304 | 725 |
Share based compensation | 6,115,100 | 478,700 |
Loss on the settlement of debt | (37,561) | 300,016 |
Income from equity method investee | 1,726 | (18,395) |
Changes in assets and liabilities | ||
Receivables | 908 | (696) |
Accounts payable and accrued expenses | 302,450 | 141,705 |
Prepaid expenses | ||
Net cash used in operating activities | (145,719) | (433,283) |
Capitalization of software cost | (45,229) | 24,335 |
Net cash provided by investing activities | (45,229) | 24,335 |
Cash Flows from Financing Activities | ||
Contributed capital | 35,277 | |
Proceeds on loans payable | 11,500 | 31,200 |
Payments on loans payable | (15,212) | (125,922) |
Proceeds from convertible notes payable | 204,818 | 468,550 |
Payments on convertible notes payable | (61,287) | |
Net cash provided by financing activities | 201,106 | 347,818 |
Net increase in cash | 10,158 | (61,130) |
Cash, beginning of period | 61,130 | |
Cash, end of period | 10,158 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Conversion of debt for common stock | 109,571 | |
Conversion of convertible notes payable | 922,018 | |
Settlement of derivative liability | $ 1,271,691 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN The Company Textmunication Holdings, Inc. (Company) was incorporated on May 13, 2010 under the laws of the State of California. Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting in to keywords designated to the merchant’s keywords. On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication Holdings (Holdings). a Nevada corporation, whereby the sole shareholder of the Company received 65,640 (post split) new shares of common stock of Holdings in exchange for 100% of the Company’s issued and outstanding shares. Basis of Presentation Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2017 and 2016. The accompanying consolidated financial statements include the accounts of Textmunication Holdings, Inc. and its wholly owned subsidiary, Textmunication, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. We have summarized our most significant accounting policies. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2017, the Company has incurred continuing operating losses and had an accumulated deficit of $15,150,240. The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2017 and 2016 no cash balances exceeded the federally insured limit. Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2017, and 2016 the allowance for doubtful accounts was $0 and bad debt expense of $0 and $0, respectively. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification, or (“ASC”), 605, Revenue Recognition. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured. Thus, we recognize subscription revenue on a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual basis, at the customer’s option. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 319,041 $ 319,041 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 857,795 $ 857,795 Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. The Company recognizes uncertain tax positions when it is more likely than not the position will be sustained upon examination by the tax authorities. Interest and penalties related to uncertain income tax positions are included in Other expense. There were no uncertain tax positions at December 31, 2016 and 2017. Use of Estimates The preparation 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Software Development Costs The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. For the year ended December 31, 2017 and 2016, the Company capitalized software development costs in the amount of $45,229 and $0 respectively. Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $26,389 and $4,598 in advertising expenses for the year ended December 31, 2017 and 2016, respectively. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 is effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS Loans due to related parties are due on demand and have no interest. Amounts outstanding as of December 31, 2017 and 2016 was approximately $11,750 and $11,750, respectively |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Loans Payable | Note 4 – LOANS PAYABLE As of December 31, 2017, and 201, the Company has short term loans payable of $0 and $3,712, respectively. During the years ended December 31, 2017 and 2016, the Company received proceeds of $11,500 and $31,200 and made payments of $15,212 and $125,923 respectively from certain short-term loans payable with interest rates ranging from 20%-94%. Interest recorded on the notes for the years ended December 31, 2017 and 2016 was $1,042 and $25,515, respectively. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 5 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following: December 31, 2017 December 31, 2016 Total convertible notes payable 214,764 637,059 Less discounts (42,534 ) (101,595 ) Convertible notes, net of discount $ 172,230 $ 535,464 On February 28, 2017, we entered into a convertible promissory note pursuant to which we borrowed $14,489. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 27, 2017. The note is convertible at any date after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the two lowest day market price of our common stock during the previous 20 days immediately preceding the conversion date. On May 15, 2017, we entered into a convertible promissory note pursuant to which we borrowed $115,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 15, 2018. The note is convertible at any date after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 64% of the lowest VWAP of our common stock during the previous 18 days immediately preceding the conversion date. The Company recorded a debt discount in the amount of $115,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $166,621 and an initial loss of $51,621 based on the Black Scholes Merton pricing model. Interest expense (excluding amortization of debt discount) related to the convertible notes payable as of the year ended December 31, 2017 and 2016 was $96,993 and $143,093, respectively. During the year ended December 31, 2017, the Company issued 711,291 shares of common stock (post-split) for the partial conversion of $215,076 in convertible notes payable. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,271,691. The conversion of the derivative liabilities has been recorded through additional paid-in capital. The following table presents details of the changes in the Company’s derivative liabilities associated with its convertible notes for the year ended December 31, 2017: Amount Balance December 31, 2015 $ 551,646 Debt discount originated from derivative liabilities 501,750 Initial loss recorded 1,563,080 Adjustment to derivative liability due to debt conversion (1,573,237 ) Change in fair market value of derivative liabilities (185,444 ) Balance December 31, 2016 $ 857,795 Debt discount originated from derivative liabilities 129,489 Reclassification of derivative liability to paid-in capital due to debt conversion (1,271,691 ) Change in fair market value of derivative liabilities 850,753 Adjustment to derivative liability due to debt settlement (247,305 ) Balance December 31, 2017 $ 319,041 The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2017: Fair value assumptions – derivative notes: December 31, 2017 Risk free interest rate 0.40-1.28 % Expected term (years) 0.01-0.159 Expected volatility 289-377 % Expected dividends 0 % Settlement Agreements On February 28, 2017, the Company entered into a certain settlement agreement with the holder of a certain note payable in the amount of $128,000 issued on September 8, 2015 for total proceeds of $121,755. The Company paid $21,755 cash and $100,000 of the note was purchased and assigned to a new noteholder. The difference between the original note and settlement amount of $6,245 has been recorded as a gain on settlement of notes payable as of December 31, 2017. Additionally, the new note holder agreed to forgive $50,000 of the assigned debt. The forgiven debt was recorded a gain on settlement of notes payable. On June 23, 2017, the Company entered into a certain settlement agreement with the holder of a certain note payable in the amount of $237,750 issued on July 22, 2016 and a carrying amount as of the date of settlement of $249,421 including accrued interest and an associated derivative liability of $247,305 for 550,000 shares of common stock(post-split) with a fair value on the date of settlement of $495,000. The difference between the note and settlement amount of $1,726 has been recorded as a gain on settlement of notes payable. During the year ended December 31, 2017, certain notes payable issued on February 13, 2014 and October 21, 2014 was forgiven by the noteholder. The carrying value of the notes payable and accrued interest of $32,375 was recorded a gain on settlement of notes payable. During the year ended December 31, 2017, a note payable issued on April 17, 2014 was forgiven. The carrying value of the note payable of $5,000 was recorded a gain on settlement of notes payable as of December 31, 2017. During the year ended December 31, 2017, the Company issued 70,000 shares of common stock (post-split) valued at $49,000 in settlement of a note payable issued on August 15, 2016. The carrying value of the note payable was $4,813 and difference between the fair value of the shares and note of $44,187 was recorded a loss on settlement of notes payable as of December 31, 2017. During the year ended December 31, 2017, the Company issued 100,335 shares of common stock (post-split) valued at $82,500 in partial settlement of a note payable issued on May 15, 2017. The carrying value of the settled balance of note payable was $16,503 and difference between the fair value of the shares and note of $13,598 was recorded a loss on settlement of notes payable as of December 31, 2017. |
Investment in Aspire Consulting
Investment in Aspire Consulting Group, LLC | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Investment in Aspire Consulting Group, LLC | NOTE 6 – INVESTMENT IN ASPIRE CONSULTING GROUP, LLC On January 5, 2016, the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia limited liability company and certain members of Aspire. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire 49% of all of the issued and outstanding membership units of Aspire in exchange for the issuance of 66,667 shares of the Company’s newly created Series B Convertible Preferred Stock to the Members valued at $460,002. The Company has concluded that it has the ability to exercise significant influence, but not control, over an Aspire through its acquired 49% equity interest and therefore has accounted for the acquisition of the interest under the equity method. The following table presents details of the Company’s investment is Aspire as of December 31, 2017 and 2016: Amount Balance December 31, 2015 $ - Fair value of shares issued for ownership 49% interest in Aspire 460,002 Income from equity method investee 18,395 Distributions received from Aspire (24,335 ) Balance December 31, 2016 $ 454,062 Income from equity method investee (1,726 ) Balance December 31, 2017 $ 452,336 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Office Lease On January 6, 2015 the Company signed an amendment to its lease originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and expires on thirty days’ notice. Current month to month lease is for $2,000 a month. Rent expense was approximately $22,908 and $23,972 for the years ended December 31, 2017 and 2016, respectively. Executive Employment Agreement The Company has an employment agreement with the CEO/Chairman to perform duties and responsibilities as may be assigned by the Board of Directors. The base salary is in the amount of $100,000 per annum plus an annual discretionary bonus plus benefits commencing on December 17, 2013 and ending May 1, 2017 with an automatic renewal on each anniversary date (May 1) thereafter. Litigations Claims and Assessments September 9, 2015, the Company entered into a convertible promissory note pursuant to which we borrowed $50,000. Interest under the convertible promissory note was 8% per annum, and the principal and all accrued but unpaid interest was due on June 7, 2016. The note was convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion. On February 27, 2017, the Company and the noteholder reached a settlement agreement. The first payment of $55,000 was to be wired to the noteholder on March 15, 2017. The second and final tranche of $45,000 was due no later than April 1, 2017. The payments under the settlement agreement were timely made by a third party and the note was assigned to the third party. The Company and the new note holder have agreed to revise the variable conversion price in favor of a fixed $0.000125 per share conversion price. On March 6, 2017, we hired the law firm Ellsworth Young LLP to vigorously protect us against abusive lending practices. We have several cases pending concerning convertible promissory notes outstanding, including the following. JSJ Investments, Inc. vs. Textmunication Holdings, Inc. 95th District Court of Dallas County, Texas Filed on 2/7/2017 Case: DC-17-01404 On May 24, 2017, our company and JSJ Investments Inc. (“JSJ”) entered into a Final Settlement Agreement. Pursuant to the Settlement Agreement, the parties agreed to execute an amendment to the 12% convertible promissory note, which allowed JSJ to convert the note’s outstanding balance and accrued interest of $53,280.57 into a fixed 262,500 (post split) shares of our common stock. Auctus Fund vs. Textmunication Holdings, Inc. United States District Court – District of Massachusetts Filed on 3/24/2017 Case 1:17-cv-10504 On July 3, 2017, our company and Auctus Fund entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”). Pursuant to the Settlement Agreement, we agreed to issue 550,000 (post split) shares of our common stock with a 5-month Leak-Out Agreement to Auctus Fund. Textmunication Holdings, Inc. vs. Carebourn Capital. United States District Court – District of Nevada Filed on 4/5/2017 Case 2:17-cv-00968-JAD-VCF On October 3, 2017, our company and Carebourn Capital agreed to settle all the outstanding principal, interest, and penalties owed under the Note for an issuance of an aggregate total of 70,000 (post split) shares of its common stock. Textmunication vs. Lester Einhaus Eighth Judicial District Court of Clark County, NV Filed on 4/10/2017 Case: A-17-753743-C This case was dismissed in October 2017. As of December 31, 2017, all litigation has been resolved except for the following case: Lester Einhaus vs. Textmunication United States District Court – Northern District Filed on 6/14/2017 Case: 1:17-cv-04478 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES For the year ended December 31, 2017, the cumulative net operating loss carry-forward from continuing operations is approximately $12,302,086 and will expire beginning in the year 2030. The cumulative tax effect at the expected rate of 21% and 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016: 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,583,438 $ 1,623,745 Valuation allowance (2,583,438 ) (1,623,745 ) Net deferred tax asset $ — $ — Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 – STOCKHOLDERS’ EQUITY The Company is authorized to issue an aggregate of 4,000,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred stock (“Series A”), 66,667 shares of Series B preferred stock (“Series B”), and 2,000,000 shares of Series C preferred stock (“Series C”) ... Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held. On January 5, 2016, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001. Under the Certificate of Designation, holders of Series B Convertible Preferred Stock participate on an equal basis per-share with holders of the Company’s common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Convertible Preferred Stock are not entitled to voting rights. On May 9, 2017, the Board of Directors voted to designate a class of preferred stock entitled Series C Convertible Preferred Stock, consisting of up to 2,000,000 shares, par value $0.0001. Under the Certificate of Designation, holders of Series C Convertible Preferred Stock will participate on an equal basis per-share with holders of common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 875 votes for each share held. Holders of Series C Convertible Preferred Stock are entitled to convert each share held for 875 shares of common stock. On February 16, 2017, the Company issued a total of 2,000,000 shares of our common stock (post-split) to our officer and director, Wais Asefi, as compensation for services rendered. During the year ended December 31, 2017, the officer exchanged the common shares for 2,000,000 shares of newly designated Series C Preferred stock. During the year ended December 31, 2017, the Company issued 1,608,877 shares of common stock (post-split) for the partial conversion and settlements of $765,217. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,271,691. The conversion of the derivative liabilities has been recorded through additional paid-in capital. During the year ended December 31, 2017, the Company issued 299,397 shares of common stock (post-split) valued at $109,571 for the settlement of debt related to a 3a10 settlement. During the year ended December 31, 2017, the Company issued 77,500 shares of common stock (post-split) for services valued at $115,100. During the year ended December 31, 2016, the Company issued 141,260 (post split) shares of common stock with a fair value of $635,299 for the conversion of convertible notes payable. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of $1,573,238. The conversion of the derivative liabilities has been recorded through additional paid-in capital. During the year ended December 31, 2016, the Company issued 8,000 (post split) shares of common stock valued at $478,700 for services. During the year ended December 31, 2016, the Company’s CEO returned and the Company retired 59,400 (post split) shares of common stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS Subsequent to year the Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock split. The Company financial statements have been retroactively restated to the reflect the effect of the stock split. Subsequent to year end the Company, the Company entered into agreement to cancel a certain 10% note payable issued on September 22, 2015 in the amount of $15,000. Subsequent to year end the Company, the Company entered into agreement to cancel a certain 8% note payable issued on September 8, 2015 in the amount of $31,126. Subsequent to year end, the Company issued 892,882 shares of common stock (post-split) for the settlement of debt related to a 3a10 settlement. Subsequent to year end, the Company issued 518,600 shares of common stock (post-split) for the settlement of notes payable. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2017 and 2016 no cash balances exceeded the federally insured limit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2017, and 2016 the allowance for doubtful accounts was $0 and bad debt expense of $0 and $0, respectively. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification, or (“ASC”), 605, Revenue Recognition. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured. Thus, we recognize subscription revenue on a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual basis, at the customer’s option. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 319,041 $ 319,041 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 857,795 $ 857,795 |
Net Income (Loss) Per Common Share | Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. The Company recognizes uncertain tax positions when it is more likely than not the position will be sustained upon examination by the tax authorities. Interest and penalties related to uncertain income tax positions are included in Other expense. There were no uncertain tax positions at December 31, 2016 and 2017. |
Use of Estimates | Use of Estimates The preparation 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Software Development Costs | Software Development Costs The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. For the year ended December 31, 2017 and 2016, the Company capitalized software development costs in the amount of $45,229 and $0 respectively. |
Advertising Expenses | Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $26,389 and $4,598 in advertising expenses for the year ended December 31, 2017 and 2016, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 is effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 319,041 $ 319,041 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 857,795 $ 857,795 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payable | Convertible notes payable consists of the following: December 31, 2017 December 31, 2016 Total convertible notes payable 214,764 637,059 Less discounts (42,534 ) (101,595 ) Convertible notes, net of discount $ 172,230 $ 535,464 |
Schedule of Derivative Liabilities | The following table presents details of the changes in the Company’s derivative liabilities associated with its convertible notes for the year ended December 31, 2017: Amount Balance December 31, 2015 $ 551,646 Debt discount originated from derivative liabilities 501,750 Initial loss recorded 1,563,080 Adjustment to derivative liability due to debt conversion (1,573,237 ) Change in fair market value of derivative liabilities (185,444 ) Balance December 31, 2016 $ 857,795 Debt discount originated from derivative liabilities 129,489 Reclassification of derivative liability to paid-in capital due to debt conversion (1,271,691 ) Change in fair market value of derivative liabilities 850,753 Adjustment to derivative liability due to debt settlement (247,305 ) Balance December 31, 2017 $ 319,041 |
Schedule of Fair Value Assumption of Derivative Notes | The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2017: Fair value assumptions – derivative notes: December 31, 2017 Risk free interest rate 0.40-1.28 % Expected term (years) 0.01-0.159 Expected volatility 289-377 % Expected dividends 0 % |
Investment in Aspire Consulti20
Investment in Aspire Consulting Group, LLC (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Schedule of Investment | The following table presents details of the Company’s investment is Aspire as of December 31, 2017 and 2016: Amount Balance December 31, 2015 $ - Fair value of shares issued for ownership 49% interest in Aspire 460,002 Income from equity method investee 18,395 Distributions received from Aspire (24,335 ) Balance December 31, 2016 $ 454,062 Income from equity method investee (1,726 ) Balance December 31, 2017 $ 452,336 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The cumulative tax effect at the expected rate of 21% and 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016: 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,583,438 $ 1,623,745 Valuation allowance (2,583,438 ) (1,623,745 ) Net deferred tax asset $ — $ — |
Basis of Presentation and Goi22
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | Nov. 16, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Percentage of issued and outstanding shares | 49.00% | ||
Accumulated deficit | $ 15,150,240 | $ 7,501,020 | |
Share Exchange Agreement [Member] | |||
Number of common stock shares issued during the period | 65,640 | ||
Percentage of issued and outstanding shares | 100.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Bad debt expense | 0 | 0 |
Capitalized software development costs | 45,229 | (24,335) |
Advertising expenses | $ 26,389 | $ 4,598 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Financial Instruments | $ 319,041 | $ 857,795 |
Level 1 [Member] | ||
Derivative Financial Instruments | ||
Level 2 [Member] | ||
Derivative Financial Instruments | ||
Level 3 [Member] | ||
Derivative Financial Instruments | $ 319,041 | $ 857,795 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Loans payable - related party | $ 11,750 | $ 11,750 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Short term loan payable | $ 3,712 | |
Proceeds from loans payable | 11,500 | 31,200 |
Payments on loans payable | 15,212 | 125,922 |
Interest payable | $ 1,042 | $ 25,515 |
Minimum [Member] | ||
Short term loan payable interest rate | 20.00% | |
Maximum [Member] | ||
Short term loan payable interest rate | 94.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Jun. 23, 2017 | May 15, 2017 | Apr. 01, 2017 | Mar. 15, 2017 | Feb. 28, 2017 | Sep. 22, 2015 | Sep. 09, 2015 | Sep. 08, 2015 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | |||||||||||
Proceeds from borrowing of convertible promissory note | $ 50,000 | $ 204,818 | $ 468,550 | ||||||||
Convertible promissory note interest rate, percent per annum | 10.00% | 8.00% | 8.00% | ||||||||
Debt instrument due date | Jun. 7, 2016 | ||||||||||
Debt discount in connection with initial valuation of derivative liability | (42,534) | (101,595) | |||||||||
Derivative liability | 166,621 | ||||||||||
Settlement of derivative liability | 1,271,691 | 1,573,238 | |||||||||
Notes payable | $ 15,000 | $ 31,126 | |||||||||
Debt instrument issuance date | Sep. 22, 2015 | Sep. 8, 2015 | |||||||||
Repayments of notes payable | $ 45,000 | $ 55,000 | |||||||||
Gain loss on settlement of notes payable | $ 37,561 | (300,016) | |||||||||
Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument issuance date | Apr. 17, 2014 | ||||||||||
Gain loss on settlement of notes payable | $ 5,000 | ||||||||||
Notes Payable [Member] | Note Holder [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument issuance date | Feb. 13, 2014 | ||||||||||
Gain loss on settlement of notes payable | $ 32,375 | ||||||||||
Notes Payable [Member] | Note Holder One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument issuance date | Oct. 21, 2014 | ||||||||||
Settlement Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of common stock shares issued in partial conversion of convertible notes payable | 70,000 | ||||||||||
Notes payable | $ 49,000 | ||||||||||
Debt instrument issuance date | Aug. 15, 2016 | ||||||||||
Gain loss on settlement of notes payable | $ 44,187 | ||||||||||
Note payable carrying value | $ 4,813 | ||||||||||
Partial Settlement Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of common stock shares issued in partial conversion of convertible notes payable | 100,335 | ||||||||||
Notes payable | $ 82,500 | ||||||||||
Debt instrument issuance date | May 15, 2017 | ||||||||||
Gain loss on settlement of notes payable | $ 13,598 | ||||||||||
Note payable carrying value | 16,503 | ||||||||||
Settlement Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Derivative liability | $ 247,305 | ||||||||||
Number of common stock shares issued in partial conversion of convertible notes payable | 550,000 | ||||||||||
Notes payable | $ 237,750 | $ 128,000 | $ 128,000 | ||||||||
Debt instrument issuance date | Jul. 22, 2016 | Sep. 8, 2015 | |||||||||
Proceeds from notes payable | $ 121,755 | ||||||||||
Cash paid | 21,755 | ||||||||||
Repayments of notes payable | 100,000 | ||||||||||
Gain loss on settlement of notes payable | $ 1,726 | 6,245 | |||||||||
Assigned note forgive value | 50,000 | $ 50,000 | |||||||||
Note payable carrying value | 249,421 | ||||||||||
Common stock fair value | $ 495,000 | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from borrowing of convertible promissory note | $ 115,000 | $ 14,489 | |||||||||
Convertible promissory note interest rate, percent per annum | 10.00% | 10.00% | |||||||||
Debt instrument due date | May 15, 2018 | Aug. 27, 2017 | |||||||||
Variable conversion price of common stock, percentage | 64.00% | 50.00% | |||||||||
Debt discount in connection with initial valuation of derivative liability | $ 115,000 | ||||||||||
Loss on derivative liability | 51,621 | ||||||||||
Interest expense | $ 96,993 | $ 143,093 | |||||||||
Number of common stock shares issued in partial conversion of convertible notes payable | 711,291 | ||||||||||
Number of common stock issued for conversion of convertible notes payable | $ 215,076 | ||||||||||
Settlement of derivative liability | $ 1,271,691 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Note Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Total convertible notes payable | $ 214,764 | $ 637,259 |
Less discounts | (42,534) | (101,595) |
Convertible notes net of discount | $ 172,230 | $ 535,464 |
Convertible Note Payable - Sc29
Convertible Note Payable - Schedule of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Balance, beginning | $ 857,795 | $ 551,646 |
Debt discount originated from derivative liabilities | 129,489 | 501,750 |
Initial loss recorded | 1,563,080 | |
Reclassification of derivative liability to paid-in capital due to debt conversion | (1,271,691) | |
Change in fair market value of derivative liabilities | 850,753 | (185,444) |
Adjustment to derivative liability due to debt settlement | (247,305) | (1,573,237) |
Balance, ending | $ 319,041 | $ 857,795 |
Convertible Note Payable - Sc30
Convertible Note Payable - Schedule of Fair Value Assumption of Derivative Notes (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 0.40% |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 1.28% |
Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 4 days |
Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 19 months 2 days |
Expected Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 289.00% |
Expected Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 377.00% |
Expected Dividends [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Investment in Aspire Consulti31
Investment in Aspire Consulting Group, LLC (Details Narrative) - USD ($) | Jan. 05, 2016 | Dec. 31, 2016 | Nov. 16, 2013 |
Equity interest percentage | 49.00% | ||
Aspire Consulting Group LLC [Member] | |||
Equity interest percentage | 49.00% | ||
Share Exchange Agreement [Member] | |||
Equity interest percentage | 100.00% | ||
Share Exchange Agreement [Member] | Aspire Consulting Group LLC [Member] | |||
Percentage of membership unit issued and outstanding agreed to acquire | 49.00% | ||
Share Exchange Agreement [Member] | Aspire Consulting Group LLC [Member] | Series B Convertible Preferred Stock [Member] | |||
Number of convertible preferred stock shares newly issued | 66,667 | ||
Number of convertible preferred stock newly issued | $ 460,002 |
Investment in Aspire Consulti32
Investment in Aspire Consulting Group, LLC - Schedule of Investment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Investments Schedule [Abstract] | ||
Balance | $ 454,062 | |
Fair value of shares issued for ownership 49% interest in Aspire | 460,002 | |
Income from equity method investee | (1,726) | 18,395 |
Distributions received from Aspire | (24,335) | |
Balance | $ 452,336 | $ 454,062 |
Investment in Aspire Consulti33
Investment in Aspire Consulting Group, LLC - Schedule of Investment (Details) (Parenthetical) | Dec. 31, 2016 |
Investments Schedule [Abstract] | |
Equity method investment, ownership percentage | 49.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 03, 2017 | Jul. 03, 2017 | May 24, 2017 | Apr. 01, 2017 | Mar. 15, 2017 | Sep. 22, 2015 | Sep. 09, 2015 | Sep. 08, 2015 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Lease expense | $ 2,000 | ||||||||||
Rent expense | 22,908 | $ 23,972 | |||||||||
Proceeds from convertible promissory note | $ 50,000 | $ 204,818 | $ 468,550 | ||||||||
Note interest rate | 10.00% | 8.00% | 8.00% | ||||||||
Note due date | Jun. 7, 2016 | ||||||||||
Common stock variable conversion price | 50.00% | ||||||||||
Payments of notes | $ 45,000 | $ 55,000 | |||||||||
Debt conversion price per share | $ 0.000125 | ||||||||||
Number of common stock shares issued | 299,397 | 141,260 | |||||||||
Carebourn Capital [Member] | |||||||||||
Number of common stock shares issued | 70,000 | ||||||||||
Executive Employment Agreement [Member] | CEO/Chairman [Member] | |||||||||||
Base salary | $ 100,000 | ||||||||||
Settlement Agreement [Member] | |||||||||||
Payments of notes | $ 100,000 | ||||||||||
Settlement Agreement [Member] | JSJ Investments Inc [Member] | |||||||||||
Note interest rate | 12.00% | ||||||||||
Accrued interest | $ 53,281 | ||||||||||
Number of common stock shares issued | 262,500 | ||||||||||
Settlement Agreement [Member] | Auctus Fund [Member] | |||||||||||
Number of common stock shares issued | 550,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry-forward from continuing operations | $ 12,302,086 | |
Operating loss carryforwards expirations date | expire beginning in the year 2030 | |
Effective income tax rate | 21.00% | 34.00% |
Effective income tax reduced percentage | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 2,583,438 | $ 1,623,745 |
Valuation allowance | (2,583,438) | (1,623,745) |
Net deferred tax asset |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 09, 2017 | Feb. 16, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 05, 2017 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 5,933,333 | 5,933,333 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Number of common stock shares issued for services, shares | 8,000 | ||||
Number of common stock shares issued for services, value | $ 6,115,100 | $ 478,700 | |||
Number of common stock shares issued in partial conversion of convertible notes payable, value | 922,018 | ||||
Settlement of derivative liability | $ 1,271,691 | $ 1,573,238 | |||
Number of common share issued for settlement, shares | 299,397 | 141,260 | |||
Number of common share issued for settlement | $ 109,571 | $ 635,299 | |||
Partial Settlement [Member] | |||||
Number of common stock shares issued in partial conversion of convertible notes payable | 1,608,877 | ||||
Number of common stock shares issued in partial conversion of convertible notes payable, value | $ 765,217 | ||||
Wais Asefi [Member] | |||||
Number of common stock shares issued for services, shares | 2,000,000 | ||||
CEO [Member] | |||||
Retirement of common shares | 59,400 | ||||
Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 4,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 66,667 | 66,667 | 66,667 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series C Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock voting rights | Holders of Series C Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 875 votes for each share held. | ||||
Convertible preferred stock converted shares | 875 | ||||
Series C Preferred Stock [Member] | Officer [Member] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
Common Stock [Member] | |||||
Common stock, shares authorized | 4,000,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Number of common stock shares issued for services, shares | 2,077,500 | 8,000 | |||
Number of common stock shares issued for services, value | $ 208 | $ 1 | |||
Settlement of derivative liability | |||||
Common Stock One [Member] | |||||
Number of common stock shares issued for services, shares | 77,500 | ||||
Number of common stock shares issued for services, value | $ 115,100 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 22, 2015 | Sep. 09, 2015 | Sep. 08, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | (1:1000) reverse stock split | ||||
Note interest rate | 10.00% | 8.00% | 8.00% | ||
Debt instrument issuance date | Sep. 22, 2015 | Sep. 8, 2015 | |||
Notes payable | $ 15,000 | $ 31,126 | |||
Number of common share issued for settlement shares | 299,397 | 141,260 | |||
Settlement of Debt [Member] | |||||
Number of common share issued for settlement shares | 892,882 | ||||
Settlement of Notes Payable [Member] | |||||
Number of common share issued for settlement shares | 518,600 |