Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | AppTech Corp. | |
Entity Central Index Key | 0001070050 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 000-27569 | |
Entity Incorporation, State or Country Code | WY | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 86,538,325 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 15,163 | $ 24,159 |
Accounts receivable | 26,691 | 29,836 |
Prepaid rent | 4,910 | 0 |
Deposit escrow | 0 | 25,000 |
Security deposit | 0 | 5,948 |
Total current assets | 46,764 | 84,943 |
Right of use asset | 295,711 | 0 |
Security deposit | 7,537 | 0 |
TOTAL ASSETS | 350,012 | 84,943 |
Current liabilities | ||
Accounts payable | 1,717,804 | 1,707,878 |
Accrued liabilities | 2,399,213 | 2,334,480 |
Right of use liability | 39,002 | 0 |
Stock repurchase liability | 430,000 | 430,000 |
Loans payable related parties | 65,351 | 93,401 |
Convertible notes payable | 620,000 | 620,000 |
Convertible notes payable related parties | 372,000 | 372,000 |
Notes payable | 1,104,081 | 1,104,081 |
Notes payable related parties | 708,493 | 708,493 |
Total current liabilities | 7,455,944 | 7,370,333 |
Long-term liabilities | ||
Accounts payable | 140,000 | 160,000 |
Right of use liability | 264,342 | 0 |
Total long-term liabilities | 404,342 | 160,000 |
TOTAL LIABILITIES | 7,860,286 | 7,530,333 |
Stockholders' Deficit | ||
Series A preferred stock; $0.001 par value; 100,000 shares authorized; 14 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 86,503,325 and 84,153,825 and outstanding at March 31, 2020 and December 31, 2019, respectively | 86,504 | 84,154 |
Additional paid-in capital | 34,627,685 | 33,230,869 |
Accumulated deficit | (42,224,463) | (40,760,413) |
Total stockholders' deficit | (7,510,274) | (7,445,390) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 350,012 | $ 84,943 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 100,000 | 100,000 |
Preferred stock, issued | 14 | 14 |
Preferred stock, outstanding | 14 | 14 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 86,503,325 | 84,153,825 |
Common stock, outstanding | 86,503,325 | 84,153,825 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 58,157 | $ 56,800 |
Cost of revenues | 23,225 | 22,537 |
Gross profit | 34,932 | 34,263 |
Operating expenses: | ||
General and administrative, including stock based compensation of $1,209,185 and $7,208, respectively | 1,415,899 | 189,645 |
Research and development | 12,000 | 6,820 |
Total operating expenses | 1,427,899 | 196,465 |
Loss from operations | (1,392,967) | (162,202) |
Other income (expenses) | ||
Interest expense | (71,083) | (76,039) |
Total other expenses | (71,083) | (76,039) |
Loss before provision for income taxes | (1,464,050) | (238,241) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,464,050) | $ (238,241) |
Basic and diluted net loss per common share | $ (0.02) | $ 0 |
Weighted-average number of shares used basic and diluted per share amounts | 84,289,100 | 86,922,132 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Stock based compensation | $ 1,209,185 | $ 7,208 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2018 | $ 86,797 | $ 32,284,735 | $ (39,417,203) | $ (7,045,671) | |
Beginning balance (in shares) at Dec. 31, 2018 | 14 | 86,797,132 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (238,241) | (238,241) | |||
Imputed interest | 3,450 | 3,450 | |||
Common stock issued for subscriptions | $ 275 | 68,475 | 68,750 | ||
Common stock issued for subscriptions (in shares) | 275,000 | ||||
Common stock issued for services | $ 12 | 7,196 | 7,208 | ||
Common stock issued for services (in shares) | 12,000 | ||||
Common stock cancelled | $ (3,450) | 3,450 | |||
Common stock cancelled (in shares) | (3,450,000) | ||||
Proceeds from sale of repurchase option | 123,750 | 123,750 | |||
Ending balance at Mar. 31, 2019 | $ 83,634 | 32,491,056 | (39,655,444) | (7,080,754) | |
Ending balance (in shares) at Mar. 31, 2019 | 14 | 83,634,132 | |||
Beginning balance at Dec. 31, 2019 | $ 84,154 | 33,230,869 | (40,760,413) | (7,445,390) | |
Beginning balance (in shares) at Dec. 31, 2019 | 14 | 84,153,825 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (1,464,050) | (1,464,050) | |||
Imputed interest | 3,450 | 3,450 | |||
Common stock issued for services | $ 2,350 | 1,206,835 | 1,209,185 | ||
Common stock issued for services (in shares) | 2,349,500 | ||||
Proceeds from sale of repurchase option | 186,531 | 186,531 | |||
Ending balance at Mar. 31, 2020 | $ 4 | $ 86,504 | $ 34,627,685 | $ (42,224,463) | $ (7,510,274) |
Ending balance (in shares) at Mar. 31, 2020 | 14 | 86,503,325 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,464,050) | $ (238,241) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 1,209,185 | 7,208 |
Imputed interest on notes payable | 3,450 | 3,450 |
Depreciation and amortization | 0 | 16 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,145 | (98) |
Prepaid rent | (4,910) | 0 |
Accounts payable | (10,074) | 106,039 |
Accrued liabilities | 64,733 | (69,035) |
Right of use asset and liability | 7,633 | 0 |
Net cash used in operating activities | (190,888) | (190,661) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deposit escrow | 25,000 | 0 |
Security deposit | (1,589) | 0 |
Net cash provided by investing activities | 23,411 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (payments) from loans payable - related parties | (28,050) | 69,500 |
Payments on notes payable | 0 | (36,000) |
Proceeds from sale of repurchase option | 186,531 | 123,750 |
Proceeds from sale of common stock | 0 | 68,750 |
Net cash provided by financing activities | 158,481 | 226,000 |
Changes in cash and cash equivalents | (8,996) | 35,339 |
Cash and cash equivalents, beginning of period | 24,159 | 1,384 |
Cash and cash equivalents, end of period | 15,163 | 36,723 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AppTech Corp. (“AppTech” the “Company”) on AppTech Corp. is a FinTech company payment technologies and merchant includes processing, Automated House processing, gift loyalty and e-commerce. global Messaging Service text messaging secure mobile technologies. two-way secure including payments, notifications, marketing, information and reporting. Other services digital marketing, mobile development, and |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT Basis of Presentation The Company’s financial have with the America Also see Principles of Consolidation The Company’s financials the wholly Transcendent Inc. and One, LLC. All have in consolidation. operations Transcendent One, Inc. and LLC insignificant and the the subsidiaries 8, 2019. Use of Estimates The preparation of the financial in with accounting requires management make and assumptions the amounts and and contingent and of financial and amounts revenues and during Significant various have contingent Actual differ from those Concentration of Credit Cash and maintained financial times, exceed insured limits institution Insurance (“FDIC”) insurance premiums. has never these balances. The accounts from merchant by financial institutions monthly basis. currently uses three financial institutions service their for which represented accounts and loss one financial institutions would not have significant there additional financial institutions the Company. the three months and 2019, the one merchant represented approximately and the revenues, respectively. loss this would have impact on the Cash and Cash The Company classifies its highly investments with maturities months purchase as cash equivalents. Management classification time of purchase the designations investment of the for investments as instrument’s maturity date. with maturities months classified those with maturities greater months classified investments the method. See accompanying notes to the consolidated financial statements. Accounts Receivable and Allowance for Doubtful Accounts Accounts recorded net allowance for doubtful accounts, if considers the financial financial institutions used and any other external market factors that could impact the allowance for doubtful accounts. expect have adjustments which could have material adverse effect financial position, results cash flows the which uncollectible into account when revenue is recognized. Revenue Recognition The Financial Accounting (“FASB”) Accounting (“ASU”) codified Accounting with which single comprehensive model for use accounting for revenue with ASC effective using modified retrospective and the effect was the consolidated financial statements. The Company provides merchant for credit and electronic payments. the merchant which generates and electronic payments, and the payments. Company’s revenue generated percentage value specified fee transaction, the transaction Revenue which the merchant’s and electronic payments. The Company provides various Cloud services to business clients. Revenues generated as Cloud Agreement. revenue the and advance on monthly Revenues represent less the Company’s Consideration paid to customers, such earned under our customer program, recorded revenues. Fair Value of Financial Instruments ASC 820, Fair Value Disclosures fair value that would received sell an transfer market measurement establishes fair value requires maximize the inputs and minimize use unobservable inputs when measuring fair value. The standard describes three levels measure value: The fair value the techniques into follows: Level 1 Observable inputs active for identical and Level 2 Observable inputs – other the included Level that for the through with market and Level 3 Unobservable inputs models where one more significant inputs unobservable. The Company’s financial instruments and cash equivalents, deposits, accounts payable, accrued carrying value these assets is representative their fair market due the short Research and Development In accordance with Development expensed when incurred. R&D acquiring other unproven technologies, fees and other with of short texting contract and other outside services. R&D for the three months 31, and were and respectively. See accompanying notes to the consolidated financial statements. Property and Equipment Property and equipment is Expenditures for major and and charged operations and equipment is computed by method (after taking account respective estimated residual over the useful life five sale retirement of the and removed loss statements Impairment of Long-Lived Assets Long-lived for impairment when is that the carrying amount asset asset group may not recoverable. Recoverability held and used measured by comparing carrying asset asset group undiscounted future generated asset asset group. If the carrying asset asset group estimated future flows, an impairment charge for the by the carrying amount of asset group fair value the asset group. be sale reported the lower carrying amounts estimated fair values and not As and December 2019, there were no asset Lease Commitment The Company determines if arrangement inception. the arrangement the right use identified fixed for time in exchange for an underlying conveyed the if rights the and to substantially economic the has components, has for single component for Lease expense for when Operating lease right use assets and recognized commencement the present value of over term. payments recognized over the term. as requires lessee unpaid in the that determined, incremental not the incremental used present payments. The lease term for the Company’s includes the plus either extend not terminate) the the extend not terminate) the the Options for renewals have (and liability) for the Company’s the not Lease payments included the measurement the comprised payments, that index and under purchase underlying if certain. Variable lease payments not index with Company’s recognized when event, activity, circumstance in the agreement which payments assessed Variable payments are presented the statement in same line expense arising fixed payments. management that there were no costs. See accompanying notes to the consolidated financial statements. Income Taxes The Company recognizes deferred tax assets and the future that have been financial the differences the financial statement and and the fiscal year in which reverse. valuation to the management more not that will not and measured using income fiscal years in those or effect of change in the consolidated statement the that enactment The Company’s income and examination by Revenue Service and other authorities. the the involves with uncertainties The for uncertain two-step first step evaluate for by if the weight evidence that more not that the will sustained including of litigation any. second step measure the the largest that more than settlement. the has for the taken on returns, the the examinations by the of provision for income and amount of and income income and taxes the facts give rise revision become known. and the not provisions required connection none. Per Share Basic net income (loss) common computed net income (loss) weighted average number shares outstanding during Diluted income (loss) share net income the weighted average number stock outstanding stock during the As of March 31, 2020 and the had dilutive options, warrants, stock and notes dilutive were not within calculation dilutive net the would have Convertible Debt Convertible debt is accounted for the guidelines by ASC 470-20 and governs of beneficial which an where accounting does not amount value of other in addition the feature may reduce carrying value of the instrument but no further. over the using method due the short notes. The Company accounts for modifications beneficial conversions, with 470-50 and Extinguishments. ASC 470-50 requires instrument the fair value conversion feature and the subsequent the instrument the result in extinguishment. Stock Based The Company recognizes as compensation expense all share-based payment made employees, and grants of warrants, estimated fair values. value determined the stock the grant and over several agreements have share payment performance. agreements require the issue the consultants monthly basis. records the fair market value issuable month end when the the market the stock. entered have payment service. agreements require the issue stock the earned monthly over one agreement. the fair market value of the stock issuable the the month when appointed the upon the market the See accompanying notes to the consolidated financial statements. New Accounting Pronouncements The FASB issues ASUs amend the authoritative ASC. have number that amend the original ASC. those issued to either guidance, corrections, not the (iv) not expected have the Company. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING As reflected financial during three months and 2019, the net loss of and and and the had working deficit and accumulated deficit March factors continue as going concern. have the conditions that substantial the Company’s going concern within one year the financial statements. While the and revenues, the not significant enough the Company’s To fund reduce the working deficit, we intend funds private offerings. the $205,781from sale repurchase fund Management that further implement business generate for going concern, however, such not While in of generate revenues funds, there can no effect, there assurance will terms. the these financial statements, the has not commitment for capital. the continue going concern our further implement business and generate revenues and flows. consolidated financial not include might if the is going concern. Risks and uncertainties On January 30, 2020, the the coronavirus “Public International Concern” declared pandemic. Actions around world help mitigate the include travel, and in areas, and forced closures for types and businesses. coronavirus and actions mitigate have had and continue have adverse impact economies and financial many geographical in Since we our revenues our merchant clients, such as with the coronavirus could the volume we and thus our merchant permanently our payment found. face during an downturn. effects the estimated this Additionally, is that financial have been, will near conditions. See accompanying notes to the consolidated financial statements. |
PATENTS
PATENTS | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PATENTS | NOTE 4 – PATENTS Patents On June AppTech executed an Amendment Purchase Agreement with Media, Inc. connection with agreement, shares were issued Media, Inc. valued the market the Company’s the was amendment original December purchase the Inc. and agree that the asset purchase agreement null void), which but not limited intellectual United issued software for advanced messaging payments, copyrights, registrations, current work approval; more but not limited “System for Content USPTO “Computer Chat and 8,369,828 Payment focuses media and mobile payment. The assigned the patents the various agreed which including incurred continue of as well guaranteed payment the net revenue up and December 2019, amounts accounts payable the with were $380,000 and $415,000, respectively. The Company has expensed the cost of the patents as research and development costs as the future estimated cash flow expected cannot be reasonably estimated. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED LIABILITIES | NOTE 5 – ACCRUED LIABILITIES Accrued as and consist following: March 31, 2020 December 31, 2019 Accrued interest – related parties $ 951,559 $ 943,356 Accrued interest – third parties 1,275,129 1,215,699 Accrued residuals 36,251 39,064 Accrued merchant equity 91,023 91,023 Other 45,251 45,338 Total accrued liabilities $ 2,399,213 $ 2,334,480 Accrued Interest Notes payable and convertible notes and annum. accrued interest most default due notes their maturity Accrued Residuals The Company pays commissions refer merchant accounts. amounts payable these independent percentage the monthly by merchant Accrued Merchant Equity Liability The Company merchants the earn shares the common stock their “Program”). the Program, merchant volume during the first year contract. example, if merchant million in charges, the merchant will receive shares the Company’s stock. merchant must with the for of three years for vest. All merchants fully vested when the effective 2015. For merchants which stock known within the the estimates the estimated amount the amount by the merchant basis. the the first year, known, makes an adjustment the value of the shares, if The Company accounts for value the shares under sales incentive and thus amounts with 2020, the issue shares the Company’s issuable the Program. During the year December the shares the program. See accompanying notes to the consolidated financial statements. |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE The Company through flows generated and the issuance loans and notes following is of and 2019. Related noted either members of management, significant which have influence over the Company. Loans Payable – Related Parties During three months and 2019, the and loans payable net. As and 31, 2019, the the loans was and $93,401, respectively. The loans payable are due on demand, unsecured and non-interest bearing as there are no formal agreements executed. Subordinated Notes Payable In 2016, the issued subordinated notes payable notes were due 180 days incurred interest annum. and December accrued interest the subordinated notes and respectively. the subordinated note agreements. Convertible Notes Payable In 2017, the convertible convertible notes unsecured, were due in days, incur convertible share. As and accrued interest the convertible notes was and respectively. the the agreement, feature in with notes and discount amortized over notes days. notes In 2015, the issued convertible notes The convertible payable unsecured, were due nine months, incur at annum convertible share. As of and 31, the accrued interest the convertible notes was and respectively. in default on the note payable. In 2014, the Company convertible notes payable. convertible notes payable unsecured, due ranging up one incurring and convertible ranging share. addition, the issued shares common connection with the notes Company had the the shares common stock share within one year the note and December 2019, held the repurchase the for and December the accrued interest the convertible was and respectively. is note agreements. In 2008 and the issued convertible notes which $150,000 was convertible currently due interest annum, convertible share. As and December accrued interest the was $528,013 and $516,013 and $243,375, respectively, was due currently default notes payable agreements. Notes Payable In 2016, the issued notes third notes were due in less. During the notes The note agreements. In 2007 and the into notes with for in notes were due demand and incurred annum. were into note agreement in and December 31, the the note payable was and accrued interest the note payable was and respectively. is in default of note payable agreement. See accompanying notes to the consolidated financial statements. In 2007, the into note with for proceeds. the of the holder received flat amount is currently default the note payable and the entire amount of $37,496 has been included within accrued interest. Since the note payable did not incur interest, the Company imputed interest at $3,200 and $3,200, respectively, which represented an interest rate of 10% per annum during the three months ended March 31, 2020 and 2019. In 2008, the into note with for note is currently default and flat amount due of As and December the was default of the note and the amount of has included within accrued Since the notes payable not incur imputed interest $250 and respectively, which annum during months and In 2008, the Company into notes payable with third for $26,000 proceeds. notes payable have flat interest the received another from party. the would and in of April and issue 800,000 stock. the fair market value stock issued the issuance Other issuance stock, not the in the note In 2007, the entered into note with for proceeds. note payable in default and annum. On the holder settlement the and accrued and December 2019, the was in the and December 2019, accrued interest note was and $429,861, respectively. In 2007, the into note with for note currently demand and interest annum. and December accrued interest the note was and respectively. default the note Two significant funded the operations notes and and continue limited basis. notes payable incur annum were due December 31, default note agreements. December the the notes was and accrued interest was and respectively. |
RIGHT OF USE ASSET
RIGHT OF USE ASSET | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
RIGHT OF USE ASSET | NOTE 7 – RIGHT OF USE ASSET Lease Agreement In January 2020, the Company entered commencing for current in 2025. the for five years. into month purchase current facility conditions the right of use and liability. used an effective within the The the payments as including imputed interest Years ended December 2020 $ 53,122 2021 82,561 2022 85,039 2023 87,590 2024 90,217 2025 7,536 $ 406,065 Less: Imputed interest (102,721 ) Total $ 303,344 See accompanying notes to the consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation Shareholder Lawsuit In March 2016, a significant shareholder (“Plaintiff”) filed lawsuit the in California of fraud and negligent promises give Plaintiff’s shares in exchange for stocks in consulting agreement. On April 20, the filed an that and further that damage loss. agreement resulting in case Plaintiff was not fulfill the within days shares were in Former Shareholders Lawsuits In April shareholder filed against the the claiming contract the sale transfer unregistered the time acquisition. August 2014, the notified the transfer agent ’Stop Order’ the claims the million received unrestricted should reflected such. August the filed motion lawsuit. lawsuit was 2014. In November two one who previously filed the lawsuit Washington, filed another lawsuit against in the the same accusations the lawsuit was the District for the Southern California. the defendants and Management Plaintiff misrepresented and misled during the court has encouraged the settle. the the lawsuit without merit and will vigorously the made several December the into settlement and release the as December for the to out over three years beginning impact other expenses. dismissal has filed with courts. May 14, we current payment Former Landlord Lawsuit In September 2018, the for our former office filed limited lawsuit in State California. reached agreement resulted in for judgment 2018. stipulated was for including fees and court plus which the as December judgment was full August Patent Acquisition Lawsuit In September 2018, a complaint was filed court for contract written agreement for the purchase of which was not party. the judgment was acquire the patents. substantially under the agreement but agreement extend the final payment duress. On answer and and cause and further that caused damage loss. December 2019, the Company entered into conditional settlement have by conditional settlement amount monthly settlement installments for the three months $5,000 the installment the April installment was not currently agreement with the cure the default 2020. Significant Contract In January 2019, the into agreement activities. the terms of the agreement make minimum there other provisions within the which include placement fee, warrants purchase common stock, transaction fee, See accompanying notes to the consolidated financial statements. Employee versus Classification The Company compensates various individuals consultants. Annually, these consultants issued Form for amounts them. consultants not have arrangements them. risks legal these deemed employees governmental |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock The Company is issue shares value stock (“Series A”). were fourteen shares stock and December 2019. stock entitled one vote share converted” matters vote and not cumulate votes the entitled the out funds pro of of stock, an basis. the Company, stock entitled share after payment have no liquidation Series stock have right convert share into shares stock. Common Stock The Company is authorized to issue shares par value stock. were and respectively, common outstanding and December 2019. holders stock entitled one vote share matters submitted vote stockholders and not cumulate of entitled may out the rights any stock and any the payment dividends on stock. the liquidation the Company, entitled after payment liquidation any outstanding stock. stock have no preemptive other and no right convert their into any securities. During months and 2019, the and 12,000, respectively, shares with business the and $7,208, respectively, the market the stock the the was amounts were expensed general and administrative consolidated statements of Common Stock Repurchase Option On January 23, 2020, the into stock repurchase purchase shares stock third share. Company rights the repurchase agreement third in exchange for compensation. common repurchase options were for which received was additional paid-in On February 26, 2020, the Company into stock repurchase agreement purchase assign 266,115 shares stock third share. Company rights the repurchase agreement for stock repurchase was for which received was additional On March 18, 2020, the stock repurchase purchase shares stock third share. Company rights the repurchase agreement third exchange for compensation. The stock repurchase for which received was additional See accompanying notes to the consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent pursuant the requirements of Topic and has no material subsequent other On April the entered repurchase purchase shares stock at share. to the repurchase agreement third exchange for compensation. common repurchase April for the received which was paid-in See note for subsequent See accompanying notes to the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial have with the America Also see |
Principles of Consolidation | Principles of Consolidation The Company’s financials the wholly Transcendent Inc. and One, LLC. All have in consolidation. operations Transcendent One, Inc. and LLC insignificant and the the subsidiaries 8, 2019. |
Use of Estimates | Use of Estimates The preparation of the financial in with accounting requires management make and assumptions the amounts and and contingent and of financial and amounts revenues and during Significant various have contingent Actual differ from those |
Concentration of Credit Risk | Concentration of Credit Cash and maintained financial times, exceed insured limits institution Insurance (“FDIC”) insurance premiums. has never these balances. The accounts from merchant by financial institutions monthly basis. currently uses three financial institutions service their for which represented accounts and loss one financial institutions would not have significant there additional financial institutions the Company. the three months and 2019, the one merchant represented approximately and the revenues, respectively. loss this would have impact on the |
Cash and Cash Equivalents | Cash and Cash The Company classifies its highly investments with maturities months purchase as cash equivalents. Management classification time of purchase the designations investment of the for investments as instrument’s maturity date. with maturities months classified those with maturities greater months classified investments the method. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts recorded net allowance for doubtful accounts, if considers the financial financial institutions used and any other external market factors that could impact the allowance for doubtful accounts. expect have adjustments which could have material adverse effect financial position, results cash flows the which uncollectible into account when revenue is recognized. |
Revenue Recognition | Revenue Recognition The Financial Accounting (“FASB”) Accounting (“ASU”) codified Accounting with which single comprehensive model for use accounting for revenue with ASC effective using modified retrospective and the effect was the consolidated financial statements. The Company provides merchant for credit and electronic payments. the merchant which generates and electronic payments, and the payments. Company’s revenue generated percentage value specified fee transaction, the transaction Revenue which the merchant’s and electronic payments. The Company provides various Cloud services to business clients. Revenues generated as Cloud Agreement. revenue the and advance on monthly Revenues represent less the Company’s Consideration paid to customers, such earned under our customer program, recorded revenues. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Disclosures fair value that would received sell an transfer market measurement establishes fair value requires maximize the inputs and minimize use unobservable inputs when measuring fair value. The standard describes three levels measure value: The fair value the techniques into follows: Level 1 Observable inputs active for identical and Level 2 Observable inputs – other the included Level that for the through with market and Level 3 Unobservable inputs models where one more significant inputs unobservable. The Company’s financial instruments and cash equivalents, deposits, accounts payable, accrued carrying value these assets is representative their fair market due the short |
Research and Development | Research and Development In accordance with Development expensed when incurred. R&D acquiring other unproven technologies, fees and other with of short texting contract and other outside services. R&D for the three months 31, and were and respectively. |
Property and Equipment | Property and Equipment Property and equipment is Expenditures for major and and charged operations and equipment is computed by method (after taking account respective estimated residual over the useful life five sale retirement of the and removed loss statements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived for impairment when is that the carrying amount asset asset group may not recoverable. Recoverability held and used measured by comparing carrying asset asset group undiscounted future generated asset asset group. If the carrying asset asset group estimated future flows, an impairment charge for the by the carrying amount of asset group fair value the asset group. be sale reported the lower carrying amounts estimated fair values and not As and December 2019, there were no asset |
Lease Commitment | Lease Commitment The Company determines if arrangement inception. the arrangement the right use identified fixed for time in exchange for an underlying conveyed the if rights the and to substantially economic the has components, has for single component for Lease expense for when Operating lease right use assets and recognized commencement the present value of over term. payments recognized over the term. as requires lessee unpaid in the that determined, incremental not the incremental used present payments. The lease term for the Company’s includes the plus either extend not terminate) the the extend not terminate) the the Options for renewals have (and liability) for the Company’s the not Lease payments included the measurement the comprised payments, that index and under purchase underlying if certain. Variable lease payments not index with Company’s recognized when event, activity, circumstance in the agreement which payments assessed Variable payments are presented the statement in same line expense arising fixed payments. management that there were no costs. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and the future that have been financial the differences the financial statement and and the fiscal year in which reverse. valuation to the management more not that will not and measured using income fiscal years in those or effect of change in the consolidated statement the that enactment The Company’s income and examination by Revenue Service and other authorities. the the involves with uncertainties The for uncertain two-step first step evaluate for by if the weight evidence that more not that the will sustained including of litigation any. second step measure the the largest that more than settlement. the has for the taken on returns, the the examinations by the of provision for income and amount of and income income and taxes the facts give rise revision become known. and the not provisions required connection none. |
Per Share Information | Per Share Basic net income (loss) common computed net income (loss) weighted average number shares outstanding during Diluted income (loss) share net income the weighted average number stock outstanding stock during the As of March 31, 2020 and the had dilutive options, warrants, stock and notes dilutive were not within calculation dilutive net the would have |
Convertible Debt | Convertible Debt Convertible debt is accounted for the guidelines by ASC 470-20 and governs of beneficial which an where accounting does not amount value of other in addition the feature may reduce carrying value of the instrument but no further. over the using method due the short notes. The Company accounts for modifications beneficial conversions, with 470-50 and Extinguishments. ASC 470-50 requires instrument the fair value conversion feature and the subsequent the instrument the result in extinguishment. |
Stock Based Compensation | Stock Based The Company recognizes as compensation expense all share-based payment made employees, and grants of warrants, estimated fair values. value determined the stock the grant and over several agreements have share payment performance. agreements require the issue the consultants monthly basis. records the fair market value issuable month end when the the market the stock. entered have payment service. agreements require the issue stock the earned monthly over one agreement. the fair market value of the stock issuable the the month when appointed the upon the market the |
New Accounting Pronouncements | New Accounting Pronouncements The FASB issues ASUs amend the authoritative ASC. have number that amend the original ASC. those issued to either guidance, corrections, not the (iv) not expected have the Company. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilitie | Accrued as and consist following: March 31, 2020 December 31, 2019 Accrued interest – related parties $ 951,559 $ 943,356 Accrued interest – third parties 1,275,129 1,215,699 Accrued residuals 36,251 39,064 Accrued merchant equity 91,023 91,023 Other 45,251 45,338 Total accrued liabilities $ 2,399,213 $ 2,334,480 |
RIGHT OF USE ASSET (Tables)
RIGHT OF USE ASSET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Schedule of Future Minimum Rental Payments for Operating Leases | Years ended December 2020 $ 53,122 2021 82,561 2022 85,039 2023 87,590 2024 90,217 2025 7,536 $ 406,065 Less: Imputed interest (102,721 ) Total $ 303,344 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Federally insured limits | $ 250,000 | ||
Research and Development | 12,000 | $ 6,820 | |
Asset impairments | 0 | $ 0 | |
Uncertain tax positions | $ 0 | $ 0 | |
Potential dilutive securities | 0 | 0 | |
Accounts Receivable [Member] | |||
Concentration of Credit Risk | 100.00% | 100.00% | |
Revenue [Member] | One Merchant [Member] | |||
Concentration of Credit Risk | 43.00% | 40.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (1,464,050) | $ (238,241) | |
Net cash used in operating activities | (190,888) | $ (190,661) | |
Negative working capital | (7,409,180) | ||
Accumulated deficit | (42,224,463) | $ (40,760,413) | |
Proceeds from sale of repurchase option | $ 205,781 |
PATENTS (Details Narrative)
PATENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 22, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts payable related to assumption of liabilities | $ 380,000 | $ 415,000 | ||
Depreciation expense | $ 65 | $ 129 | ||
GlobalTel Media | ||||
Stock Issued During Period, Shares, Purchase of Assets | 5,000,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 1,000,000 | |||
Business aqusition cost | 1,600,000 | |||
Revenue from related party | $ 26,600,000 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued interest - related parties | $ 951,559 | $ 943,356 |
Accrued interest - third parties | 1,275,129 | 1,215,699 |
Accrued residuals | 36,251 | 39,064 |
Accrued merchant equity | 91,023 | 91,023 |
Other | 45,251 | 45,338 |
Total accrued liabilities | $ 2,399,213 | $ 2,334,480 |
ACCRUED LIABILITIES (Details Na
ACCRUED LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common stock issued for relieving in liability (In shares) | 37,193 | |
Common stock issued for relieving in liability | $ 14,877 | |
Common stock issuable | 776,000 | |
Minimum [Member] | ||
Accrued Interest rate | 10.00% | |
Maximum [Member] | ||
Accrued Interest rate | 15.00% |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2019 | Dec. 31, 2010 | Dec. 31, 2008 | |
Proceeds from loans payable - related parties | $ 28,050 | $ 69,500 | |||||||||
Loans payable related parties | 65,351 | $ 93,401 | |||||||||
Accrued interest | 951,559 | 943,356 | |||||||||
Repayments of Notes Payable | 0 | 36,000 | |||||||||
Note payable | 1,104,081 | 1,104,081 | |||||||||
Interest expense | 71,083 | $ 76,039 | |||||||||
Subordinated Notes Payable | |||||||||||
Debt Instrument Carrying Amount | $ 350,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 127,295 | 118,545 | |||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument Carrying Amount | $ 222,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 59,538 | 53,988 | |||||||||
Conversion Price | $ 0.10 | ||||||||||
Discount | 222,000 | ||||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument Carrying Amount | $ 50,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 22,084 | 20,833 | |||||||||
Conversion Price | $ 1 | ||||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument Carrying Amount | $ 400,000 | ||||||||||
Accrued interest | $ 196,333 | $ 186,083 | |||||||||
Common stock repurchased (In shares) | 400,000 | 400,000 | |||||||||
Common stock repurchased | $ 400,000 | $ 400,000 | |||||||||
Convertible Notes Payable | Minimum [Member] | |||||||||||
Interest rate | 10.00% | ||||||||||
Conversion Price | $ 0.33 | ||||||||||
Convertible Notes Payable | Maximum [Member] | |||||||||||
Interest rate | 12.00% | ||||||||||
Conversion Price | $ 1 | ||||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument Carrying Amount | 320,000 | ||||||||||
Interest rate | 15.00% | ||||||||||
Accrued interest | $ 528,013 | $ 516,013 | |||||||||
Conversion Price | $ 0.60 | ||||||||||
Convertible Notes Payable | Related Party | |||||||||||
Debt Instrument Carrying Amount | $ 150,000 | ||||||||||
Accrued interest | 249,000 | 243,375 | |||||||||
Notes Payable | |||||||||||
Proceeds from note payable | $ 143,000 | ||||||||||
Repayments of Notes Payable | 36,000 | ||||||||||
Notes Payable | |||||||||||
Interest rate | 12.00% | ||||||||||
Accrued interest | 51,907 | 49,243 | |||||||||
Proceeds from note payable | $ 46,000 | ||||||||||
Note payable | 88,136 | 88,136 | |||||||||
Notes Payable | |||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | $ 37,496 | ||||||||||
Proceeds from note payable | 128,000 | ||||||||||
Interest received | $ 37,496 | ||||||||||
Imputed interest | 3,200 | 3,200 | |||||||||
Notes Payable | |||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 21,000 | 21,000 | |||||||||
Proceeds from note payable | $ 10,000 | ||||||||||
Interest received | 21,000 | 21,000 | |||||||||
Imputed interest | 250 | 250 | |||||||||
Notes Payable | |||||||||||
Proceeds from note payable | 26,000 | ||||||||||
Repayments of Notes Payable | $ 145,000 | ||||||||||
Interest received | $ 50,000 | $ 80,000 | $ 80,000 | ||||||||
Interest expense | $ 336,000 | ||||||||||
Notes Payable | |||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 439,931 | 429,861 | |||||||||
Proceeds from note payable | $ 221,800 | ||||||||||
Notes Payable | |||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 71,978 | 70,513 | |||||||||
Proceeds from note payable | $ 58,600 | ||||||||||
Notes Payable | |||||||||||
Interest rate | 10.00% | ||||||||||
Accrued interest | 575,480 | 575,480 | |||||||||
Note payable | $ 620,355 | $ 620,355 |
RIGHT OF USE ASSET (Details)
RIGHT OF USE ASSET (Details) | Mar. 10, 2020USD ($) |
Notes to Financial Statements | |
2020 | $ 53,122 |
2021 | 82,561 |
2022 | 85,039 |
2023 | 87,590 |
2024 | 90,217 |
2025 | 7,536 |
Operating Leases, Future Minimum Payments Due | 406,065 |
Less: Imputed interest | (102,721) |
Total | $ 303,344 |
RIGHT OF USE ASSET (Details Nar
RIGHT OF USE ASSET (Details Narrative) | Mar. 10, 2020 |
Notes to Financial Statements | |
Borrowing rate | 12.00% |
COMMITMENTS AND CONTIGENCIES (D
COMMITMENTS AND CONTIGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common stock cancelled | 3,450,000 | |
Advisory fees | $ 90,000 | |
Patent Acquisition Lawsuit settlement expenses | 35,000 | |
Former Shareholders | ||
Liability obligation | $ 240,000 | |
Former Landlord | ||
Liability obligation | $ 42,432 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jun. 03, 2019 | May 01, 2019 | Mar. 18, 2020 | Feb. 26, 2020 | Jan. 23, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Preferred stock, authorized | 100,000 | 100,000 | ||||||
Preferred stock, issued | 14 | 14 | ||||||
Preferred stock, outstanding | 14 | 14 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, issued | 86,503,325 | 84,153,825 | ||||||
Common stock, outstanding | 86,503,325 | 84,153,825 | ||||||
Common stock issued for services | $ 1,209,185 | $ 7,208 | ||||||
Common stock issued for services (in shares) | 2,349,500 | 12,000 | ||||||
Third party | ||||||||
Common Stock Repurchase Option (in shares) | 2,000,000 | 500,000 | 250,000 | 266,115 | 300,000 | |||
Share Price | $ 0.05 | $ 0.10 | $ 0.05 | $ 0.05 | $ 0.05 | |||
Common Stock Repurchase Option | $ 500,000 | $ 37,500 | ||||||
Additional paid-in capital | $ 112,500 | $ 123,750 | $ 62,500 | $ 25,281 | $ 98,750 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Third party - USD ($) | Jun. 03, 2019 | May 01, 2019 | Apr. 24, 2020 | Mar. 18, 2020 | Feb. 26, 2020 | Jan. 23, 2020 |
Share Price | $ 0.05 | $ 0.10 | $ 0.05 | $ 0.05 | $ 0.05 | |
Additional paid-in capital | $ 112,500 | $ 123,750 | $ 62,500 | $ 25,281 | $ 98,750 | |
Stock Repurchased During Period, Shares | 2,000,000 | 500,000 | 250,000 | 266,115 | 300,000 | |
Subsequent Event [Member] | ||||||
Share Price | $ 0.05 | |||||
Additional paid-in capital | $ 19,250 | |||||
Stock Repurchased During Period, Shares | 55,000 |