Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Social Life Network, Inc. |
Entity Central Index Key | 0001281984 |
Document Type | S-1 |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Trading Symbol | WDLF |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 195,051 | $ 53,722 |
Accounts receivable | 2,096 | 71,394 |
Prepaid rent | 3,144 | 10,084 |
Total Assets | 200,291 | 135,200 |
Current Liabilities: | ||
Other payables and accruals | ||
Total Current Liabilities | ||
Loans payable - related party | 80,800 | |
Total Liabilities | 80,800 | |
Stockholders' Equity (Deficit): | ||
Common Stock par value $0.001 500,000,000 shares authorized, 117,817,319 and 95,393,976 shares issued, respectively | 117,817 | 95,394 |
Additional paid in capital | 27,763,019 | 22,186,186 |
Common stock to be issued | 25,000 | 842,500 |
Accumulated deficit | (27,705,545) | (23,069,680) |
Total Stockholders' Equity (Deficit) | 200,291 | 54,400 |
Total Liabilities and Stockholders' Equity | $ 200,291 | $ 135,200 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 117,817,319 | 95,393,976 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Digital Marketing | $ 59,380 | |
Advertising | 5,592 | |
Licensing Revenue - related party | 215,000 | 150,000 |
Total Revenue | 220,592 | 209,380 |
Cost of goods sold | 5,239 | 9,794 |
Gross Margin | 215,353 | 199,586 |
Operating Expenses: | ||
Compensation | 59,293 | 275,409 |
Officer stock compensation | 100,000 | 725,000 |
Consulting - related parties | 88,083 | 42,600 |
Professional Fees | 344,474 | 94,452 |
Stock based compensation - warrants | 3,629,801 | 1,005,000 |
General and administrative | 629,567 | 146,006 |
Total operating expenses | 4,851,218 | 2,288,467 |
Loss from operations | (4,635,865) | (2,088,881) |
Other expense | ||
Income tax provision | ||
Total other expense | ||
Net loss | $ (4,635,865) | $ (2,088,881) |
Loss per Share: Basic & Diluted | $ (.04) | $ (.02) |
Weighted Average Shares: | ||
Basic | 107,472,315 | 116,518,976 |
Diluted | 123,772,335 | 132,818,996 |
Statements of Stockholders Equi
Statements of Stockholders Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [Member] | Common Stock Receivable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 12,000 | $ 421 | $ 7,351,257 | $ (7,387,803) | $ (24,125) | ||
Balance, shares at Dec. 31, 2015 | 12,000,000 | 420,642 | |||||
Reverse Merger | $ (12,000) | (7,418,178) | 7,363,678 | (66,500) | |||
Reverse Merger, shares | (12,000,000) | ||||||
Common stock issued for receivership | $ 132,893 | 19,801,107 | 19,934,000 | ||||
Common stock issued for receivership, shares | 132,893,334 | ||||||
Common stock issued for debt | $ 1,330 | 166,250 | 167,580 | ||||
Common stock issued for debt, shares | 1,330,000 | ||||||
Common stock issued for service | $ 3,000 | 237,000 | 560,000 | 800,000 | |||
Common stock issued for service, shares | 3,000,000 | ||||||
Common stock sold for cash | 25,000 | 25,000 | |||||
Common stock sold for cash, shares | |||||||
Net Loss | (20,956,674) | (20,956,674) | |||||
Balance at Dec. 31, 2016 | $ 137,644 | 20,137,436 | 585,000 | (20,980,799) | (120,719) | ||
Balance, shares at Dec. 31, 2016 | 137,643,976 | ||||||
Common stock issued for service | $ 2,250 | 274,250 | 276,500 | ||||
Common stock issued for service, shares | 2,250,000 | ||||||
Common stock sold for cash | 257,500 | 257,500 | |||||
Common stock issued for services to officers | $ 5,500 | 719,500 | 725,000 | ||||
Common stock issued for services to officers, shares | 5,500,000 | ||||||
Common stock cancelled | $ (50,000) | 50,000 | |||||
Common stock cancelled, shares | (50,000,000) | ||||||
Fair value of warrants issued | 1,005,000 | 1,005,000 | |||||
Net Loss | (2,156,480) | (2,088,881) | |||||
Balance at Dec. 31, 2017 | $ 95,394 | 22,186,186 | 842,500 | (23,137,279) | 54,400 | ||
Balance, shares at Dec. 31, 2017 | 95,393,976 | ||||||
Common stock issued for service | $ 11,123 | 1,476,331 | 1,487,454 | ||||
Common stock issued for service, shares | 11,123,334 | ||||||
Common stock sold for cash | $ 8,300 | 1,043,701 | (817,500) | 234,501 | |||
Common stock sold for cash, shares | 8,300,009 | ||||||
Common stock issued for services to officers | $ 3,000 | 432,000 | 435,000 | ||||
Common stock issued for services to officers, shares | 3,000,000 | ||||||
Common stock cancelled | |||||||
Common stock cancelled, shares | |||||||
Fair value of warrants issued | 2,624,801 | 2,624,801 | |||||
Net Loss | (4,568,266) | (4,635,865) | |||||
Balance at Dec. 31, 2018 | $ 117,817 | $ 27,763,019 | $ 25,000 | $ (27,705,545) | $ 200,291 | ||
Balance, shares at Dec. 31, 2018 | 117,817,319 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities: | |||
Net Loss for the Year | $ (4,635,865) | $ (2,088,881) | $ (20,956,674) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock based compensation | 100,000 | 2,006,500 | |
Loss on conversion | (43) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 69,299 | (69,121) | |
Prepaids | 6,940 | (10,084) | |
Accounts payable | (52,903) | ||
Net cash used operating activities | (4,459,669) | (214,489) | |
Cash flows used in investing activities: | |||
Cash flows from (used in) financing activities: | |||
Loans from related parties | 1,400 | ||
Repayments of related party loans | (80,800) | (5,000) | |
Proceeds from the sale of warrants | 3,629,800 | ||
Proceeds from the sale of common stock | 1,051,999 | 264,500 | |
Net cash provided by financing activities | 4,600,999 | 260,900 | |
Net increase (decrease) in cash | 141,330 | 46,411 | |
Cash at beginning of year | 53,721 | 7,310 | |
Cash at end of year | 195,051 | 53,721 | $ 7,310 |
Cash paid during the year for: | |||
Interest | |||
Income taxes | |||
Supplemental disclosure of non-cash activities: | |||
Warrants issued for services | $ 2,624,801 | $ 1,005,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Organization Social Life Network, Inc. (the “Company”) is a technology company that licenses its Social Life Network SaaS (Software as a Service) Internet Platform (hereafter referred to as the “Platform”) to niche industries for an annual license fee and/or a percentage of profits. The Platform is a cloud-based social network and eCommerce system that can be accessed by a web browser or mobile application that allows end-users to socially connect with one another and their customers to market and advertise their products and services. The Platform can be customized to suit virtually any international niche industry or sub-culture, such as hunting and fishing, tennis, real estate professionals, health and fitness, and charity causes. The Company also owns cannabis/hemp related websites which generates advertising revenue through MjLink.com, Inc (hereafter referred to as “MjLink”), a wholly-owned subsidiary of the Company, incorporated in Delaware on September 20, 2018, residing at 3464 S. Gaylord Court, Unit A509, Englewood, CO 80013. The Company’s history began as C J Industries, Inc., incorporated in the State of California on August 30, 1985. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changing its name to Sew Cal Logo, Inc., and moving its domicile to Nevada. In June 2014, the Company was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII). In June 2014, the Company was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the “Receivership”). On January 29, 2016, the Company, as the seller (the “Seller”), completed a business combination/merger agreement (the “Agreement”) with the buyer, Life Marketing, Inc., a Colorado corporation (the “Buyer”), its subsidiaries and holdings and all of the Buyer’s securities holders. The Company acted through Robert Stevens, the court-appointed receiver and White Tiger Partners, LLC, the Company’s judgment creditor. The Agreement provided that the then current owners of the private company, Life Marketing, Inc., become the majority shareholders pursuant to which an aggregate of 119,473,334 common stock shares were issued to the Company’s officers, composed of 59,736,667 shares each to the Company’s Chief Executive Officer, Kenneth Tapp, and Andrew Rodosevich, the Company’s then-Chief Financial Officer. Pursuant to the terms of the Agreement and related corporate actions in the Company’s domicile, Nevada: ● The Company cancelled all previously created preferred class of stock; ● The Company delivered newly issued, common stock shares equivalent to approximately 89.5% of its outstanding shares as a control block in exchange for 100% of the Buyer’s outstanding shares; ● The court appointed receiver sold its judgment to the Buyer and the Seller agreed to pay the receiver $30,000 and the equivalent of 9.99% of the outstanding stock post-merger of the newly issued unregistered exempt shares. ● The Company’s then officers and directors were terminated, and Kenneth Tapp and Andrew Rodosevich became its Chief Executive Officer/Director and Chief Financial Officer/Director, respectively; ● The Company effected a 5,000 to 1 reverse stock split effective April 11, 2016, with each shareholder retaining a minimum of 100 shares; ● The Company changed its name from Sew Cal Logo, Inc. to WeedLife, Inc, and then to Social Life Network, Inc. effective in Nevada April 11, 2016; ● The Company changed its stock symbol from SEWC to WDLF; ● The Company decreased its authorized common stock shares from 2,000,000,000 shares to 500,000,000 shares, effective on March 17, 2016. On June 6, 2016, the Court issued an order in the Receivership pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Securities Act”), ratifying the above actions. The receiver was discharged on June 7, 2016. On September 20, 2018, the Company incorporated MjLink, a Delaware Corporation, as its wholly owned subsidiary. The Company’s Business The Company licenses its Social Life Network SaaS (Software as a service) Internet Platform (the “Platform”) to niche industries for an annual license fee and/or a percentage of profits. The Company’s Platform is a cloud-based social network and an E-Commerce system that can be accessed by a web browser or mobile application that allows end-users to socially connect with one another and their customers to market and advertise their products and services. The Platform can be customized to suit virtually any international niche industry or subculture, such as hunting and fishing, tennis, real estate professionals, health and fitness, charity causes, and more. Cannabis and Hemp Industry Platforms The Company owns and operates cannabis and hemp industry Platforms from which it generates advertising revenue. The Company’s Platforms in the emerging cannabis and hemp industry world-wide are used to provide a social network for communicating between businesses and consumers so they can learn about the cannabis and hemp industry, and the use of THC and CBD products. The platforms are only a social network and does not include any type of E-Commerce functions for businesses to sell their goods. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company had an accumulated deficit of $27,705,545 at December 31, 2018, had a net loss of $4,635,865 and used net cash of $4,459,626 in operating activities for the twelve months ended December 31, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and/or that the Company will succeed in its future operations. There is no assurance that the Company will ever be profitable or that debt or equity financing will be available to the Company. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Social Life Network, Inc. and MjLink.com Inc. the Company’s wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Property and Equipment Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. No impairment of long-lived assets was required for the years ended December 31, 2018 and 2017. Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carry-forwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of December 31, 2018, and 2016, the Company has not established a liability for uncertain tax positions. Stock Warrants During the year ended December 31, 2018, 2017, and 2016, the Company granted zero, 9,900,020, and 6,400,000 warrants, respectively, to various third parties for services. Each warrant entitles the holder to one common stock share at an exercise price of five cents. The term of the warrants is 5 years from the initial exercise date. The warrants will be expensed as they become exercisable beginning January 1, 2018 through September 1, 2019. During the twelve months ended December 31, 2018, 10,100,020 of the warrants vested. The aggregate fair value of the warrants totaled $3.629,801 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock prices ranging from $0.13 to $0.65, risk free rates ranging from 1.77% - 2.72%, volatility ranging from 423% to 467%, and expected life of the warrants of 5 years. A summary of the status of the outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2016 6,400,000 $ 0.05 $ - Issued 9,900,020 $ 0.05 $ - Exercised - $ - $ - Expired - $ - $ - Outstanding, December 31, 2017 16,300,020 $ 0.05 $ - Exercisable, December 31, 2017 8,100,000 $ 0.05 $ 0.20 Issued - $ $ - Exercised - $ - $ - Expired - $ $ - Outstanding, December 31, 2018 16,300,020 $ .05 $ - Exercisable, December 31, 2018 15,200,020 $ .05 $ .27 Range of Exercise Prices Number Outstanding 12/31/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.05 16,300,020 3.98 years $ 0.05 Research and Development Costs The Company spent zero on research and development during each of the years ended December 31, 2018 and 2017. Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of December 31, 2018, and 2017, the Company had no outstanding options and had outstanding warrants of 16,300,020 for both years; which were excluded from the computation of net loss per share because they are anti-dilutive. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2018 and 2017. Concentrations During the year ended December 31, 2018, the Company had a single vendor that accounted for 15.3% of all expenses, and 41.4% of all expenses in the same period in the prior year. Recent Accounting Pronouncements In January 2018, the FASB issued ASU 2018-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, August 2015, April 2016 and May 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 (ASC Topic 606), Revenue from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016- from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016-10 (ASC Topic 10 (ASC Topic 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in these ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted for annual periods beginning after December 15, 2016. The Company is in the process of assessing the impact, if any, on its financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01) “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis and there was no material impact to our consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. NOTES PAYABLE The Company has no notes payable arrangements to third parties. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | 4. NOTES PAYABLE – RELATED PARTIES The Company has the following related parties notes payable as of December 31, 2018 and 2017: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at December 31, 2018 Balance at December 31, 2017 Note (1) June 18, 2016 December 31, 2019 0.0 % $ 26,400 $ 0 $ 26,400 Note (2) September 1, 2016 December 31, 2018 0.0 % $ 53,000 $ 0 $ 53,000 Total notes payable – related parties, net $ 0 $ 79,400 (1) On July 18, 2016, the Company executed a Note Payable with Andrew Rodosevich, the Company’s then-Chief Financial Officer, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019. (2) On September 1, 2016, the Company executed a Note Payable with Like RE, Inc. for $53,000. Kenneth Tapp, the Company’s Chief Executive Officer also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | 5. COMMON STOCK On June 10, 2016, the Company issued 1,000,000 common stock shares to Michael Fuller in connection for his Search Optimization and Content Monitoring Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. The shares were issued during the twelve months ended December 31, 2018. On June 10, 2016, the Company issued 500,000 common stock shares to Bruce Kennedy for his News Monitoring and Article Publishing Services to the Company as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $80,000. The shares were issued during the twelve months ended December 31, 2018. On June 10, 2016, the Company issued 1,000,000 common stock shares to Trang Pham for her Accounting Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. The shares were issued during the twelve months ended December 31, 2018. On June 10, 2016, the Company issued 1,000,000 common stock shares to Lonnie Klaess for her Secretarial and Office Management Services to the Company as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. The shares were issued during the twelve months ended December 31, 2018. On June 30, 2016, the Company sold 200,000 shares of common stock to Justin Dinkel for total cash proceeds of $10,000 and the Company sold 300,000 shares of common stock to Ryan Falbo for total cash proceeds of $15,000. The shares were issued during the three months ended March 31, 2019. From October 11, 2017 to December 13, 2018, the Company entered into subscription agreements with 30 accredited investors. The Company sold 1,730,001 common stock shares to the accredited investors at $0.15 per share for total gross proceeds of $259,500. The Company received $257,500 throughout the fourth quarter 2017 and the remaining $2,000 in March 2018. The shares were issued during the twelve months ended December 31, 2017. During the nine months ended September 30, 2018, the Company issued 3,000,000 shares of common stock shares for services. 1,000,000 shares were issued at $0.10 on April 30, 2018 and 3,000,000 shares were issued at $0.15 on August 29, 2018, based on the closing stock price on the date of grants, which created a total non-cash expense of $550,000. On July 3, 2018, the Company’s Board of Directors adopted the Certificate of Designation of Preferences, Rights and Limitations of the Class B Common Stock (“Certificate”), including that each Class B Common Stock Share shall have ten (10) votes on all matters presented to be voted by the holders of Common Stock. Further, the Company’s Board of Directors authorized the issuance of 5,000,000 Class B Common Stock Shares to Kenneth Tapp, the Company’s Chief Executive Officer, in return for his services as the Company’s Chief Executive Officer from February 1, 2016 to July 2, 2018. The Class B Common Stock Shares only have voting power and have no equity, cash value or any other value. The 5,000,000 Class B Common Stock Shares were never issued, and effective August 16, 2018 the Company’s Board of Directors cancelled the authorization of issuing the 5,000,000 shares of Class B Common Stock to its Chief Executive Officer, Kenneth Tapp. From July 31, 2018 to September 30, 2018, the Company entered into subscription agreements with 23 accredited investors. The Company sold 4,200,009 common stock shares to the accredited investors at $0.15 per share for total gross proceeds of $630,001. The shares were issued during the 12-months ended December 31, 2018. On October 1, 2018, the Company authorized the issuance of 60,000 of the total of 250,000 common stock shares to Mali Sanati, Director of Business Development, for her business development services to the Company. The 60,000 shares were issued during the three months ended March 31, 2019. The shares were valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $6,000. The Company will issue the remaining 190,000 common stock shares as 95,000 shares each on October 1, 2019 and October 1, 2020. From October 1, 2018 to December 31, 2018, the Company entered into subscription agreements with 8 accredited investors. The Company sold 200,000 common stock shares to 3 accredited investors at $0.15 per share and 3,900,000 common stock shares to 5 accredited investors at $0.10 per shar for total gross proceeds of $420,000. The shares were issued during the twelve-months ended December 31, 2018. On October 19, 2018, the Company granted 3,000,000 shares of common stock to Electrum Partners for their professional services. The shares were issued during the twelve months ended December 31, 2018. Leslie Bocskor, the Company’s Director, is the President and Founder of Electrum Partners. On October 19, 2018, the Company issued 500,000 and 833,333 common stock shares to D. Scott Karnedy for his services as Chief Operating Officer and to IRTH Communications for their Investor Relations Services, respectively. The shares are valued at $0.12, the closing stock price on the date of grant, for total non-cash expense of $160,000. The shares were issued during the twelve months ended December 31, 2018. On November 1, 2018, the Company authorized the issuance of 500,000 restricted common stock shares to Mark DiSiena, Chief Financial Officer for his CFO services. The shares are valued at $0.10 the closing stock price on the date of grant, for total non-cash expense of $50,000. The shares were issued during the three months ended March 31, 2019. Subsequent Events On January 3, 2019, the Company completed an employment agreement with George Jage, President of MjLink, providing that effective on the 91st day after the start date of the agreement (the “Grant Date”) and subject to the approval of the Company’s Board of Directors, George Jage will be granted the equivalent in shares to equal 2.5% of the outstanding shares of MjLink that will vest on a monthly basis after 90 days of employment in equal parts in months 4 through 12. Additionally, the employment agreement provides George Jage with the opportunity to earn an additional 2.5% of MjLink’s equity during the first year of this employment contract based on performance goals met. All stock issuances to Mr. Jage are subject to applicable holdings periods and volume limitations under Securities Act Rule 144 If Mr. Jage resigns as MjLink’s President during the first 24 months of the employment agreement, all stock previously issued to him are required to be returned to MjLink’s treasury. On February 6, 2019, the Company authorized the issuance of 500,000 common stock shares to Mark DiSiena, Chief Financial Officer for his CFO services; 1,000,000 common stock shares to Frederick M. Lehrer for his legal services as an independent contractor; and 50,000 common stock shares to the Company’s employee Kelsey Higgins, for her marketing services. The shares are valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $50,000. The shares were issued during the three months ended March 31, 2019. From January 1, 2019 thru March 14, 2019 we entered into subscription agreements with 8 accredited investors. We sold 5,725,000 common stock shares to the accredited investors of which 1,200,000 common stock shares were sold at $0.05 per share for total gross proceeds of $60,000, and 4,525,000 common stock shares were sold at $0.10 per share for total gross proceeds of $452,500. As of March 14, 2019, we received $372,500 out of the $512,500, awaiting on the remaining $140,000. 3,200,000 of the 5,725,000 shares were issued by March 14, 2019. Apart from the above event, management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no other material subsequent events that require disclosure in the financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% plus the Colorado income tax rate of 4.63% - combined rate of 25.63% - is being used due to the new tax law recently enacted. Net deferred tax assets consist of the following components as of December 31: 2018 2017 Deferred Tax Assets: NOL Carryover $ 31,000 $ 493,000 Deferred tax liabilities: Less valuation allowance (31,000 ) (493,000 ) Net deferred tax assets $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to tax-effected income from continuing operations for the period ended December 31, due to the following: 2018 2017 Book loss $ (1,188,200 ) $ (535,400 ) Meals and entertainment 300 300 Warrant Expense 930,300 771,400 Stock based compensation 288,600 256,700 Valuation allowance (31,000 ) (493,000 ) $ - $ - At December 31, 2018, the Company had net operating loss carry forwards of approximately $0 that may be offset against future taxable income from the year 2018 to 2036. No tax benefit has been reported in the December 31, 2018 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2012. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Operating Leases The Company’s executive and administrative office is located at 8100 East Union Ave. Suite 1809, Denver, Colorado 80237. The Company’s office consists of 4 offices and a conference room of 2,500 square feet for which it pays $2,500 per month rent. The Company’s lease expires on December 1st, 2019. The space is adequate for the Company’s needs and it has an option for expanding in to an adjacent workspace. The Company had total rent expense for the year ended December 31, 2018 and 2017 of $36,132 and $832, respectively which is recorded as part of General and Administrative expenses in the Statement of Operations. Litigation The Company does not have any pending litigation. |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
Restatement of Consolidated Financial Statements [Abstract] | |
Restatement of Consolidated Financial Statements | 8. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS We are restating our consolidated income statement and balance sheet as of December 31, 2017. Previously filed annual reports on Form 10-K and the quarterly reports on Form 10-Q affected by the restatements have not been amended and should not be relied on. During our Fiscal 2018 audit, we discovered an irregularity related to recognizing revenue from one licensee between 2017 and 2018. As a result of the internal review, management has concluded, and the Board of Directors agree, that incorrect booking dates were used for financial accounting purposes to account for licensing revenue in 2017 and 2018. Therefore, we have recorded an additional $67,600 in licensing revenue on December 31, 2017 from $82,400 to $150,000; and decreased licensing revenue by the same amount on January 2, 2018 from $282,600 to $215,000. Accordingly, the irregularity inflated the net loss in 2017 and deflated the net loss in 2018 by $67,600. In addition, on the balance sheet, the accumulated deficit was larger in 2017 and smaller in 2018 by $67,600 and affected the offsetting the accounts receivable by the same amount since the invoice was date and booked as January 2, 2018 rather than December 31, 2017. Given the timing difference on the collections of cash to relieve the accounts receivable, there was no effect on cash balances. We are restating our previously filed financial statements in this Form 10-K. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS On January 3, 2019, the Company completed an employment agreement with George Jage, President of MjLink, providing that effective on the 91st day after the start date of the agreement (the “Grant Date”) and subject to the approval of the Company’s Board of Directors, George Jage will be granted the equivalent in shares to equal 2.5% of the outstanding shares of MjLink that will vest on a monthly basis after 90 days of employment in equal parts in months 4 through 12. Additionally, the employment agreement provides George Jage with the opportunity to earn an additional 2.5% of MjLink’s equity during the first year of this employment contract based on performance goals met. All stock issuances to Mr. Jage are subject to applicable holdings periods and volume limitations under Securities Act Rule 144 If Mr. Jage resigns as MjLink’s President during the first 24 months of the employment agreement, all stock previously issued to him are required to be returned to MjLink’s treasury. On February 6, 2019, the Company authorized the issuance of 500,000 common stock shares to Mark DiSiena, Chief Financial Officer for his CFO services; 1,000,000 common stock shares to Frederick M. Lehrer for his legal services as an independent contractor; and 50,000 common stock shares to the Company’s employee Kelsey Higgins, for her marketing services. The shares are valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $50,000. The shares were issued during the three months ended March 31, 2019. From January 1, 2019 thru March 14, 2019 we entered into subscription agreements with 8 accredited investors. We sold 5,725,000 common stock shares to the accredited investors of which 1,200,000 common stock shares were sold at $0.05 per share for total gross proceeds of $60,000, and 4,525,000 common stock shares were sold at $0.10 per share for total gross proceeds of $452,500. As of March 14, 2019, we received $372,500 out of the $512,500, awaiting on the remaining $140,000. 3,200,000 of the 5,725,000 shares were issued by March 14, 2019. Apart from the above event, management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no other material subsequent events that require disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Social Life Network, Inc. and MjLink.com Inc. the Company’s wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. |
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. No impairment of long-lived assets was required for the years ended December 31, 2018 and 2017. |
Income Taxes | Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carry-forwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of December 31, 2018, and 2016, the Company has not established a liability for uncertain tax positions. |
Stock Warrants | Stock Warrants During the year ended December 31, 2018, 2017, and 2016, the Company granted zero, 9,900,020, and 6,400,000 warrants, respectively, to various third parties for services. Each warrant entitles the holder to one common stock share at an exercise price of five cents. The term of the warrants is 5 years from the initial exercise date. The warrants will be expensed as they become exercisable beginning January 1, 2018 through September 1, 2019. During the twelve months ended December 31, 2018, 10,100,020 of the warrants vested. The aggregate fair value of the warrants totaled $3.629,801 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock prices ranging from $0.13 to $0.65, risk free rates ranging from 1.77% - 2.72%, volatility ranging from 423% to 467%, and expected life of the warrants of 5 years. A summary of the status of the outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2016 6,400,000 $ 0.05 $ - Issued 9,900,020 $ 0.05 $ - Exercised - $ - $ - Expired - $ - $ - Outstanding, December 31, 2017 16,300,020 $ 0.05 $ - Exercisable, December 31, 2017 8,100,000 $ 0.05 $ 0.20 Issued - $ $ - Exercised - $ - $ - Expired - $ $ - Outstanding, December 31, 2018 16,300,020 $ .05 $ - Exercisable, December 31, 2018 15,200,020 $ .05 $ .27 Range of Exercise Prices Number Outstanding 12/31/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.05 16,300,020 3.98 years $ 0.05 |
Research and Development Costs | Research and Development Costs The Company spent zero on research and development during each of the years ended December 31, 2018 and 2017. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of December 31, 2018, and 2017, the Company had no outstanding options and had outstanding warrants of 16,300,020 for both years; which were excluded from the computation of net loss per share because they are anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2018 and 2017. |
Concentrations | Concentrations During the year ended December 31, 2018, the Company had a single vendor that accounted for 15.3% of all expenses, and 41.4% of all expenses in the same period in the prior year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2018, the FASB issued ASU 2018-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, August 2015, April 2016 and May 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 (ASC Topic 606), Revenue from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016- from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016-10 (ASC Topic 10 (ASC Topic 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in these ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted for annual periods beginning after December 15, 2016. The Company is in the process of assessing the impact, if any, on its financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01) “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis and there was no material impact to our consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Outstanding Stock Warrants | A summary of the status of the outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2016 6,400,000 $ 0.05 $ - Issued 9,900,020 $ 0.05 $ - Exercised - $ - $ - Expired - $ - $ - Outstanding, December 31, 2017 16,300,020 $ 0.05 $ - Exercisable, December 31, 2017 8,100,000 $ 0.05 $ 0.20 Issued - $ $ - Exercised - $ - $ - Expired - $ $ - Outstanding, December 31, 2018 16,300,020 $ .05 $ - Exercisable, December 31, 2018 15,200,020 $ .05 $ .27 |
Schedule of Range Exercise Prices | Range of Exercise Prices Number Outstanding 12/31/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.05 16,300,020 3.98 years $ 0.05 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Related Parties Notes Payable | The Company has the following related parties notes payable as of December 31, 2018 and 2017: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at December 31, 2018 Balance at December 31, 2017 Note (1) June 18, 2016 December 31, 2019 0.0 % $ 26,400 $ 0 $ 26,400 Note (2) September 1, 2016 December 31, 2018 0.0 % $ 53,000 $ 0 $ 53,000 Total notes payable – related parties, net $ 0 $ 79,400 (1) On July 18, 2016, the Company executed a Note Payable with Andrew Rodosevich, the Company’s then-Chief Financial Officer, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019. (2) On September 1, 2016, the Company executed a Note Payable with Like RE, Inc. for $53,000. Kenneth Tapp, the Company’s Chief Executive Officer also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of December 31: 2018 2017 Deferred Tax Assets: NOL Carryover $ 31,000 $ 493,000 Deferred tax liabilities: Less valuation allowance (31,000 ) (493,000 ) Net deferred tax assets $ - $ - |
Schedule of Federal Income Tax Rate to Pretax Income from Continuing Operations | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to tax-effected income from continuing operations for the period ended December 31, due to the following: 2018 2017 Book loss $ (1,188,200 ) $ (535,400 ) Meals and entertainment 300 300 Warrant Expense 930,300 771,400 Stock based compensation 288,600 256,700 Valuation allowance (31,000 ) (493,000 ) $ - $ - |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares percentage | 100.00% | |||
Seller agreed to pay the receiver | $ 30,000 | |||
Equivalent percentage | 9.99% | |||
Reverse stock split, description | The Company effected a 5,000 to 1 reverse stock split effective April 11, 2016, with each shareholder retaining a minimum of 100 shares; | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Accumulated deficit | $ (27,705,545) | $ (23,069,680) | ||
Net Loss | (4,635,865) | (2,088,881) | $ (20,956,674) | |
Net cash used in operating activities | $ (4,459,669) | (214,489) | ||
Maximum [Member] | ||||
Common stock, shares authorized | 2,000,000,000 | |||
Minimum [Member] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common Stock [Member] | ||||
Shares percentage | 89.50% | |||
Net Loss | ||||
Officer [Member] | ||||
Number of shares issued | 119,473,334 | |||
Andrew Rodosevich [Member] | ||||
Number of shares issued | 59,736,667 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment estimated useful lives | 5 years | ||
Impairment of long-lived assets | |||
Warrants vested | 10,100,020 | ||
Fair value of warrants | $ 3,629,801 | ||
Exercise price | $ 0.05 | ||
Fair value of expected life | 5 years | ||
Research and development costs | $ 0 | $ 0 | |
Vendor Concentration Risk [Member] | Single Vendor [Member] | |||
Concentrations, percentage | 4.00% | 15.30% | |
Minimum [Member] | |||
Exercise price | $ 0.13 | ||
Fair value of risk free rates | 1.77% | ||
Fair value of volatility | 423.00% | ||
Maximum [Member] | |||
Exercise price | $ 0.65 | ||
Fair value of risk free rates | 2.72% | ||
Fair value of volatility | 467.00% | ||
Warrants [Member] | |||
Warrants granted | 0 | 9,900,020 | 6,400,000 |
Warrants term | 5 years | ||
Outstanding warrants | 16,300,020 | 16,300,020 | 6,400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Outstanding Stock Warrants (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shares available to purchase with warrants, Outstanding Beginning Balance | 16,300,020 | 6,400,000 |
Shares available to purchase with warrants, Issued | 9,900,020 | |
Shares available to purchase with warrants, Exercised | ||
Shares available to purchase with warrants, Expired | ||
Shares available to purchase with warrants, Outstanding Ending Balance | 16,300,020 | 16,300,020 |
Shares available to purchase with warrants, Exercisable | 15,200,020 | 8,100,000 |
Weighted Average Price, Outstanding Beginning | $ 0.05 | $ 0.05 |
Weighted Average Price, Issued | 0.05 | |
Weighted Average Price, Exercised | ||
Weighted Average Price, Expired | ||
Weighted Average Price, Outstanding Ending | 0.05 | 0.05 |
Weighted Average Price, Exercisable | 0.05 | 0.05 |
Weighted Average Fair Value, Outstanding Beginning Balance | ||
Weighted Average Fair Value, Exercised | ||
Weighted Average Fair Value, Outstanding Ending Balance | ||
Weighted Average Fair Value, Exercisable | $ 0.27 | $ 0.20 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Range Exercise Prices (Details) - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Range of Exercise Prices | $ 0.05 | ||
Number Outstanding | 16,300,020 | 16,300,020 | 6,400,000 |
Weighted Average Remaining Contractual Life | 3 years 11 months 23 days | ||
Weighted Average Exercise Price | $ 0.05 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties - Schedule of Related Parties Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Total notes payable – related parties, net | $ 0 | $ 79,400 | |
Note (1) [Member] | |||
Notes payable, Issuance Date | [1] | Jun. 18, 2016 | |
Notes payable, Maturity Date | [1] | Dec. 31, 2019 | |
Notes payable, Interest Rate | [1] | 0.00% | |
Notes payable, Original Borrowing | [1] | $ 26,400 | |
Total notes payable – related parties, net | [1] | $ 0 | 26,400 |
Note (2) [Member] | |||
Notes payable, Issuance Date | [2] | Sep. 1, 2016 | |
Notes payable, Maturity Date | [2] | Dec. 31, 2018 | |
Notes payable, Interest Rate | [2] | 0.00% | |
Notes payable, Original Borrowing | [2] | $ 53,000 | |
Total notes payable – related parties, net | [2] | $ 0 | $ 53,000 |
[1] | On July 18, 2016, the Company executed a Note Payable with Andrew Rodosevich, the Company's then-Chief Financial Officer, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019. | ||
[2] | On September 1, 2016, the Company executed a Note Payable with Like RE, Inc. for $53,000. Kenneth Tapp, the Company's Chief Executive Officer also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018. |
Notes Payable - Related Parti_4
Notes Payable - Related Parties - Schedule of Related Parties Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 01, 2016 | Jul. 18, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable, related parties | $ 0 | $ 79,400 | ||
Like RE, Inc. [Member] | ||||
Notes payable, related parties | $ 53,000 | |||
Notes payable, due date | Dec. 31, 2018 | |||
Andrew Rodosevich [Member] | ||||
Notes payable, related parties | $ 26,400 | |||
Notes payable, due date | Dec. 31, 2019 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Nov. 01, 2018USD ($)$ / sharesshares | Oct. 19, 2018USD ($)$ / sharesshares | Oct. 01, 2018shares | Jul. 03, 2018shares | Apr. 30, 2018$ / sharesshares | Jun. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)shares | Jun. 10, 2016USD ($)$ / sharesshares | Aug. 29, 2018$ / sharesshares | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($)Numbers / Number$ / sharesshares | Dec. 31, 2018USD ($)Numbers / Number$ / sharesshares | Dec. 31, 2017USD ($)shares | Sep. 30, 2018USD ($)Numbers / Number$ / sharesshares | Dec. 31, 2018USD ($)Numbers / Number$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 13, 2018USD ($)Numbers / Number$ / sharesshares |
Number of shares issued for services | 1,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||
Number of shares issued for services, value as non-cash expense | $ | $ 1,487,454 | $ 276,500 | $ 800,000 | |||||||||||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.15 | ||||||||||||||||
Proceeds from issuance of common stock, gross | $ | $ 1,051,999 | $ 264,500 | ||||||||||||||||
Non-cash expense | $ | $ 550,000 | |||||||||||||||||
Common Stock issued as per subscription agreement | 117,817,319 | 95,393,976 | 117,817,319 | 95,393,976 | ||||||||||||||
Aggregate common Stock issued as per subscription agreement | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||
February 6, 2019 [Member] | ||||||||||||||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||
Non-cash expense | $ | $ 50,000 | |||||||||||||||||
March 14, 2019 [Member] | ||||||||||||||||||
Aggregate proceeds received from issuance of stock | $ | 372,500 | |||||||||||||||||
Expected amount from sale of stock issued | $ | 512,500 | |||||||||||||||||
Remaining proceeds to be received from issuance of stock | $ | $ 140,000 | |||||||||||||||||
Common Stock issued as per subscription agreement | 3,200,000 | 3,200,000 | ||||||||||||||||
Aggregate common Stock issued as per subscription agreement | 5,725,000 | 5,725,000 | ||||||||||||||||
Electrum Partners, LLC [Member] | ||||||||||||||||||
Number of shares issued for services | 3,000,000 | |||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||
Proceeds from issuance of common stock, gross | $ | $ 2,000 | $ 257,500 | ||||||||||||||||
Subscription Agreement [Member] | March 31, 2019 [Member] | ||||||||||||||||||
Number of accredited investors | Numbers / Number | 8 | 8 | ||||||||||||||||
Subscription Arrangement [Member] | ||||||||||||||||||
Number of shares issued during the period | 4,200,009 | 1,730,001 | ||||||||||||||||
Stock price per share | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | |||||||||||||||
Number of accredited investors | Numbers / Number | 23 | 8 | 23 | 8 | 30 | |||||||||||||
Proceeds from issuance of common stock, gross | $ | $ 630,001 | $ 420,000 | $ 259,500 | |||||||||||||||
Justin Dinkel [Member] | ||||||||||||||||||
Number of shares issued during the period | 200,000 | |||||||||||||||||
Total cash proceeds | $ | $ 10,000 | |||||||||||||||||
Ryan Falbo [Member] | ||||||||||||||||||
Number of shares issued during the period | 300,000 | |||||||||||||||||
Total cash proceeds | $ | $ 15,000 | |||||||||||||||||
D. Scott Karnedy [Member] | ||||||||||||||||||
Stock price per share | $ / shares | $ 0.12 | |||||||||||||||||
Non-cash expense | $ | $ 160,000 | |||||||||||||||||
Mark DiSiena [Member] | January 3, 2019 [Member] | ||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||
George Jage [Member] | January 3, 2019 [Member] | ||||||||||||||||||
Employment agreement description | The Company completed an employment agreement with George Jage, President of MjLink, providing that effective on the 91st day after the start date of the agreement (the "Grant Date") and subject to the approval of the Company's Board of Directors, George Jage will be granted the equivalent in shares to equal 2.5% of the outstanding shares of MjLink that will vest on a monthly basis after 90 days of employment in equal parts in months 4 through 12. Additionally, the employment agreement provides George Jage with the opportunity to earn an additional 2.5% of MjLink's equity during the first year of this employment contract based on performance goals met. All stock issuances to Mr. Jage are subject to applicable holdings periods and volume limitations under Securities Act Rule 144 If Mr. Jage resigns as MjLink's President during the first 24 months of the employment agreement, all stock previously issued to him are required to be returned to MjLink's treasury. | |||||||||||||||||
Frederick M. Lehrer [Member] | January 3, 2019 [Member] | ||||||||||||||||||
Number of shares issued for services | 1,000,000 | |||||||||||||||||
Kelsey Higgins [Member] | January 3, 2019 [Member] | ||||||||||||||||||
Number of shares issued for services | 50,000 | |||||||||||||||||
Accredited Investors [Member] | Subscription Agreement [Member] | January 1, 2019 thru March 14, 2019 [Member] | ||||||||||||||||||
Number of shares issued during the period | 5,725,000 | |||||||||||||||||
Issuance One [Member] | Subscription Arrangement [Member] | ||||||||||||||||||
Number of shares issued during the period | 200,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.15 | $ 0.15 | ||||||||||||||||
Number of accredited investors | Numbers / Number | 3 | 3 | ||||||||||||||||
Issuance One [Member] | Accredited Investors [Member] | Subscription Agreement [Member] | January 1, 2019 thru March 14, 2019 [Member] | ||||||||||||||||||
Number of shares issued during the period | 1,200,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||
Proceeds from issuance of common stock, gross | $ | $ 60,000 | |||||||||||||||||
Issuance Two [Member] | Subscription Arrangement [Member] | ||||||||||||||||||
Number of shares issued during the period | 3,900,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||
Number of accredited investors | Numbers / Number | 5 | 5 | ||||||||||||||||
Issuance Two [Member] | Accredited Investors [Member] | Subscription Agreement [Member] | January 1, 2019 thru March 14, 2019 [Member] | ||||||||||||||||||
Number of shares issued during the period | 4,525,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||
Proceeds from issuance of common stock, gross | $ | $ 452,500 | |||||||||||||||||
Restricted Stock [Member] | Mark DiSiena [Member] | ||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.10 | |||||||||||||||||
Non-cash expense | $ | $ 50,000 | |||||||||||||||||
Michael Fuller [Member] | ||||||||||||||||||
Number of shares issued for services | 1,000,000 | |||||||||||||||||
Stock price | $ / shares | $ 0.16 | |||||||||||||||||
Number of shares issued for services, value as non-cash expense | $ | $ 160,000 | |||||||||||||||||
Bruce Kennedy [Member] | ||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||
Stock price | $ / shares | $ 0.16 | |||||||||||||||||
Number of shares issued for services, value as non-cash expense | $ | $ 80,000 | |||||||||||||||||
Trang Pham [Member] | ||||||||||||||||||
Number of shares issued for services | 1,000,000 | |||||||||||||||||
Stock price | $ / shares | $ 0.16 | |||||||||||||||||
Number of shares issued for services, value as non-cash expense | $ | $ 160,000 | |||||||||||||||||
Lonnie Klaess [Member] | ||||||||||||||||||
Number of shares issued for services | 1,000,000 | |||||||||||||||||
Stock price | $ / shares | $ 0.16 | |||||||||||||||||
Number of shares issued for services, value as non-cash expense | $ | $ 160,000 | |||||||||||||||||
Ken Tapp [Member] | Class B Common Stock [Member] | ||||||||||||||||||
Authorized issuance of shares | 5,000,000 | |||||||||||||||||
Board of directors unanimously voted, description | The Class B Common Stock Shares only have voting power and have no equity, cash value or any other value. The 5,000,000 Class B Common Stock Shares were never issued, and effective August 16, 2018 the Company's Board of Directors cancelled the authorization of issuing the 5,000,000 shares of Class B Common Stock to its Chief Executive Officer, Kenneth Tapp. | |||||||||||||||||
Mali Sanati [Member] | ||||||||||||||||||
Number of shares issued during the period | 250,000 | |||||||||||||||||
Authorized issuance of shares | 60,000 | |||||||||||||||||
Future issuance of common stock, description | The Company will issue the remaining 190,000 common stock shares as 95,000 shares each on October 1, 2019 and October 1, 2020. | |||||||||||||||||
Mali Sanati [Member] | March 31, 2019 [Member] | ||||||||||||||||||
Number of shares issued during the period | 60,000 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||
Non-cash expense | $ | $ 6,000 | |||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||
Investor Relations [Member] | ||||||||||||||||||
Number of shares issued for services | 833,333 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal income tax rate | 21.00% |
Tax law description | The U.S. federal income tax rate of 21% plus the Colorado income tax rate of 4.63% - combined rate of 25.63% - is being used due to the new tax law recently enacted. |
Net operating loss carry forwards | $ 0 |
Income tax description | Future taxable income from the year 2018 to 2036 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover | $ 31,000 | $ 493,000 |
Less valuation allowance | (31,000) | (493,000) |
Net deferred tax assets |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Income Tax Rate to Pretax Income from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Book loss | $ (1,188,200) | $ (535,400) |
Meals and entertainment | 300 | 300 |
Warrant Expense | 930,300 | 771,400 |
Stock based compensation | 288,600 | 256,700 |
Valuation allowance | (31,000) | (493,000) |
Total |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land | ft² | 2,500 | |
Per month rent | $ 2,500 | |
Lease expiry date | Dec. 1, 2019 | |
Total rent expense | $ 36,132 | $ 832 |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Details Narrative) - USD ($) | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Licensing revenue | $ 67,600 | ||
Deflated in net loss | $ 67,600 | ||
Additional decrease in accumulated deficit | $ 67,600 | ||
Minimum [Member] | |||
Licensing revenue | $ 282,600 | 82,400 | |
Maximum [Member] | |||
Licensing revenue | $ 215,000 | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 06, 2019USD ($)$ / sharesshares | Jan. 03, 2019 | Apr. 30, 2018$ / sharesshares | Aug. 29, 2018$ / sharesshares | Mar. 31, 2018USD ($) | Mar. 14, 2019USD ($)Numbers / Number$ / sharesshares | Dec. 31, 2017USD ($)shares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Common stock issued for services | 1,000,000 | 3,000,000 | 3,000,000 | |||||||
Stock price per share | $ / shares | $ 0.10 | $ 0.15 | ||||||||
Non cash expense | $ | $ 550,000 | |||||||||
Proceeds from issuance of common stock, gross | $ | $ 1,051,999 | $ 264,500 | ||||||||
Common Stock issued as per subscription agreement | 95,393,976 | 117,817,319 | 95,393,976 | |||||||
Aggregate common Stock issued as per subscription agreement | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Subscription Agreement [Member] | ||||||||||
Proceeds from issuance of common stock, gross | $ | $ 2,000 | $ 257,500 | ||||||||
Subsequent Event [Member] | ||||||||||
Stock price per share | $ / shares | $ 0.10 | |||||||||
Non cash expense | $ | $ 50,000 | |||||||||
Aggregate proceeds received from issuance of stock | $ | $ 372,500 | |||||||||
Expected amount from sale of stock issued | $ | 512,500 | |||||||||
Remaining proceeds to be received from issuance of stock | $ | $ 140,000 | |||||||||
Common Stock issued as per subscription agreement | 3,200,000 | |||||||||
Aggregate common Stock issued as per subscription agreement | 5,725,000 | |||||||||
Subsequent Event [Member] | Subscription Arrangement [Member] | ||||||||||
Number of accredited investors | Numbers / Number | 8 | |||||||||
Subsequent Event [Member] | Mark DiSiena [Member] | ||||||||||
Common stock issued for services | 500,000 | |||||||||
Subsequent Event [Member] | Frederick M. Lehrer [Member] | ||||||||||
Common stock issued for services | 1,000,000 | |||||||||
Subsequent Event [Member] | Kelsey Higgins [Member] | ||||||||||
Common stock issued for services | 50,000 | |||||||||
Subsequent Event [Member] | George Jage [Member] | ||||||||||
Employment agreement, description | The Company completed an employment agreement with George Jage, President of MjLink, providing that effective on the 91st day after the start date of the agreement (the "Grant Date") and subject to the approval of the Company's Board of Directors, George Jage will be granted the equivalent in shares to equal 2.5% of the outstanding shares of MjLink that will vest on a monthly basis after 90 days of employment in equal parts in months 4 through 12. Additionally, the employment agreement provides George Jage with the opportunity to earn an additional 2.5% of MjLink's equity during the first year of this employment contract based on performance goals met. All stock issuances to Mr. Jage are subject to applicable holdings periods and volume limitations under Securities Act Rule 144 If Mr. Jage resigns as MjLink's President during the first 24 months of the employment agreement, all stock previously issued to him are required to be returned to MjLink's treasury. | |||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Subscription Agreement [Member] | ||||||||||
Number of shares issued during the period | 5,725,000 | |||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Subscription Agreement [Member] | Issuance One [Member] | ||||||||||
Stock price per share | $ / shares | $ 0.05 | |||||||||
Number of shares issued during the period | 1,200,000 | |||||||||
Proceeds from issuance of common stock, gross | $ | $ 60,000 | |||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Subscription Agreement [Member] | Issuance Two [Member] | ||||||||||
Stock price per share | $ / shares | $ 0.10 | |||||||||
Number of shares issued during the period | 4,525,000 | |||||||||
Proceeds from issuance of common stock, gross | $ | $ 452,500 |