Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | GreenBox POS, LLC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 176,202,055 | |
Amendment Flag | false | |
Entity Central Index Key | 0001419275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 0 | $ 45,854 |
Restricted cash | 119,589 | 239,124 |
Accounts receivable, net of allowance for bad debt of $0 and $0, respectively | 51,292 | 49,998 |
Cash due from gateways, net | 2,156,684 | 630,699 |
Prepaid and other current assets | 16,895 | 37,232 |
Total current assets | 2,344,460 | 1,002,907 |
Non-current Assets: | ||
Property and equipment, net | 53,644 | 30,715 |
Operating lease right-of-use assets, net | 307,531 | 0 |
Total non-current assets | 361,175 | 30,715 |
Total assets | 2,705,635 | 1,033,622 |
Current Liabilities: | ||
Accounts payable | 133,337 | 127,029 |
Other current liabilities | 46,084 | 9,401 |
Accrued interest | 50,801 | 29,871 |
Payment processing liabilities, net | 2,888,207 | 865,086 |
Convertible debt | 850,000 | 846,500 |
Derivative liability | 587,978 | 0 |
Current portion of operating lease liabilities | 75,632 | 0 |
Total current liabilities | 4,632,039 | 1,877,887 |
Operating lease liabilities, less current portion | 234,045 | 0 |
Long-term debt | 0 | 75,000 |
Total liabilities | 4,866,084 | 1,952,887 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, par value $0.001, 495,000,000 shares authorized and 166,390,363 shares issued and outstanding | 166,390 | 166,390 |
Common stock - issuable | 5,500 | 1,000 |
Additional paid-in capital | 1,001,251 | 945,940 |
Accumulated deficit | (3,333,590) | (2,032,595) |
Total stockholders' deficit | (2,160,449) | (919,265) |
Total liabilities and stockholder's deficit | $ 2,705,635 | $ 1,033,622 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 166,390,363 | 166,390,363 |
Common stock, shares outstanding | 166,390,363 | 166,390,363 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 967,998 | $ 0 |
Cost of Goods Sold | 727,291 | 0 |
Gross Profit | 240,707 | 0 |
Operating expenses: | ||
General and administrative | 495,468 | 260,900 |
Research and development | 103,922 | 57,821 |
Advertising and marketing | 13,006 | 13,231 |
Depreciation and amortization - property and equipment | 2,840 | 863 |
Total operating expenses | 615,236 | 332,815 |
Loss from operations | (374,529) | (332,815) |
Other income (expense): | ||
Interest expense | (150,215) | (1,578) |
Interest expense - Vista convertible note | (188,273) | 0 |
Derivative expense | (634,766) | 0 |
Changes in fair value of derivative liability | 46,788 | 0 |
Other expense | 0 | (75,000) |
Total other expense, net | (926,466) | (76,578) |
Loss before provision for income taxes | (1,300,995) | (409,393) |
Income tax provision | 0 | 0 |
Net Income (loss) | $ (1,300,995) | $ (409,393) |
Earnings (loss) per share: | ||
Basic and diluted (in Dollars per share) | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding: | ||
Basic and diluted (in Shares) | 166,390,363 | 158,890,363 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUIT - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Balance | $ (919,265) | $ 60,781 |
Balance (in Shares) | 166,390,363 | |
Common stock issuable under convertible debt | $ 4,500 | |
Warrants issuable under convertible debt | 55,311 | |
Common stock issued | 751,114 | |
Net Income (Loss) | (1,300,995) | (409,393) |
Balance | $ (2,160,449) | 402,502 |
Balance (in Shares) | 166,390,363 | |
Common Stock [Member] | ||
Balance | $ 166,390 | $ 14,445 |
Balance (in Shares) | 166,390,363 | 14,445,363 |
Common stock issued | $ 144,445 | |
Common stock issued (in Shares) | 144,445,000 | |
Balance | $ 166,390 | $ 158,890 |
Balance (in Shares) | 166,390,363 | 158,890,363 |
Common Stock to be Issued [Member] | ||
Balance | $ 1,000 | |
Balance (in Shares) | 1,000,000 | |
Common stock issuable under convertible debt | $ 4,500 | |
Common stock issuable under convertible debt (in Shares) | 25,000 | |
Warrants issuable under convertible debt (in Shares) | 125,000 | |
Balance | $ 5,500 | |
Balance (in Shares) | 1,150,000 | |
Additional Paid-in Capital [Member] | ||
Balance | $ 945,940 | $ 185,655 |
Warrants issuable under convertible debt | 55,311 | |
Common stock issued | 606,669 | |
Balance | 1,001,251 | 792,324 |
Retained Earnings [Member] | ||
Balance | (2,032,595) | (139,319) |
Net Income (Loss) | (1,300,995) | (409,393) |
Balance | $ (3,333,590) | $ (548,712) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,300,995) | $ (409,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,840 | 863 |
Noncash lease expense | 2,146 | 0 |
Interest expense - warrants issued under convertible debt | 184,811 | 0 |
Derivative expense | 634,766 | 0 |
Changes in fair value of derivative liability | (46,788) | 0 |
Changes in assets and liabilities: | ||
Other receivable, net | (1,294) | 0 |
Prepaid and other current assets | 20,337 | (31,101) |
Cash due from gateways, net | (1,525,985) | (34) |
Accounts payable | 6,308 | (31,980) |
Other current liabilities | 36,683 | 1,850 |
Accrued interest | 20,930 | 1,578 |
Payment processing liabilities, net | 2,023,121 | 0 |
Deferred income | 0 | 360,000 |
Net cash provided by (used in) operating activities | 56,880 | (108,217) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (25,769) | (12,492) |
Net cash used in investing activities | (25,769) | (12,492) |
Cash flows from financing activities: | ||
Borrowings from convertible debt | 375,000 | 375,000 |
Repayments on convertible debt | (496,500) | 0 |
Repayment on long-term debt | (75,000) | 0 |
Proceeds from issuances of common stock | 0 | 751,114 |
Net cash provided by (used in) financing activities | (196,500) | 1,126,114 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (165,389) | 1,005,405 |
Cash, cash equivalents, and restricted cash – beginning of period | 284,978 | 83,353 |
Cash, cash equivalents, and restricted cash – end of period | 119,589 | 1,088,758 |
Cash paid during the period for: | ||
Interest | 167,343 | 1,578 |
Income taxes | $ 800 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization GreenBox POS (the “Company” or “PubCo”) is a tech company formed with the intent of developing, marketing and selling innovative blockchain-based payment solutions, which the Company believes will cause favorable disruption in the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as GreenBox POS, Inc (“ASAP”), which was incorporated April 10, 2007 under the laws of the State of Nevada. On January 4, 2020, PubCo and GreenBox POS LLC, a Washington limited liability company (“PrivCo”), entered into an Asset Purchase Agreement (the “Agreement”), to memorialize a verbal agreement (the “Verbal Agreement”) entered into on April 12, 2018, by and among PubCo (the buyer) and PrivCo, which was formed on August 10, 2017 (the seller). On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” Name Change On May 3, 2018, PubCo formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. Unless the context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “PubCo” refer to GreenBox POS. Unless the context otherwise requires, all references to “PrivCo” or the “Private Company” refer to GreenBox POS LLC, a limited liability company, formed in the state of Washington. Unaudited Interim Financial Information These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018. The balance sheets and certain comparative information as of December 31, 2018 are derived from the audited financial statements and related notes for the year ended December 31, 2018 (“2018 Annual Financial Statements”), included in the Company’s 2018 Annual Report on Form 10-K. These unaudited interim financial statements should be read in conjunction with the 2018 Annual Financial Statements. Basis of Presentation and Consolidation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements include the combined accounts of PubCo and PrivCo. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Going Concern As of March 31, 2019, the Company had cash and cash equivalents of $0, has incurred a net loss of $1,300,995 for the three months ended March 31, 2019, and has accumulated a deficit of $3,333,590. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additionally, as the GreenBox ecosystem grows, substantially larger volumes of working capital financing will be required to support our platform’s growth. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with GAAP, which contemplate our continuation as a going concern, and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Restatement On April 12, 2018, pursuant to a verbal agreement (the “Verbal Agreement”), PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). From April 12, 2018 through January 4, 2020 (the “In Between Period”), because there was ambiguity regarding the validity of the Verbal Agreement, PubCo filed required quarterly and annual reports with the Securities and Exchange Commission as if there had not been a Reverse Acquisition. During the In Between Period, PrivCo continued to operate as if it still owned the GreenBox Business, which included maintaining records of GreenBox Business financial transactions on PrivCo’s accounting software, and entering into contracts and agreements as PrivCo, while PubCo paid all expenses, including expenses related to PrivCo contracts entered into prior to April 12, 2018 and after April 12, 2018, as well as expenses incurred as a result of litigation resulting from disagreements between PrivCo and other parties. During the In Between Period, PubCo represented itself in press releases, as being the owner/operator of the GreenBox Business. Additionally, from April 12, 2018 through approximately December 31, 2018, PubCo and PrivCo shared control of PrivCo’s bank accounts, and on approximately January 1, 2019, PubCo assumed control of PrivCo’s bank accounts. By virtue of the payment of PrivCo’s litigation expenses by PubCo, by virtue of PubCo representing itself in press releases, as being the owner/operator of the GreenBox Business, and by virtue of the shared control of PrivCo’s bank accounts starting on April 12, 2018, both PubCo and PrivCo concluded that the Verbal Agreement was valid and the GreenBox Business asset acquisition took place on April 12, 2018. On January 4, 2020, PubCo and PrivCo entered into an Asset Purchase Agreement (the “Agreement”), to memorialize the Verbal Agreement. For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” Because PubCo previously filed quarterly and annual reports for 2018 with the Securities and Exchange Commission as if there had not been a Reverse Acquisition, PubCo was required to file amended Form 10-Qs for the periods ending June 30, 2018 and September 30, 2018, and an amended Form 10-K for the year ending December 31, 2018 (collectively the “Amended Reports”). These Amended Reports differ substantially from previously filed reports in that PubCo’s financials are presented on a combined basis with PrivCo. Additionally, the previous business operations of PubCo prior to April 12, 2018 are disregarded. The Company therefore filed, on February 7, 2020, an amended 10-K (“Amended 10-K”) to the Company’s audited financial statements for the year ended December 31, 2018, contained in the Company’s Annual Report on Form 10-K, originally filed with the SEC on April 16, 2019 (the “2018 Report”) to restate the Company’s financial statements and revise related disclosures. As a substantial part of the Amended 10-K was amended and/or restated, the Company presented the entire text of the 2018 Report, as amended and/or restated by the Amended 10-K. Readers should therefore read and rely only on the Amended 10-K in lieu of the original 2018 Report. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with the GAAP 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. Actual results could differ from those estimates. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalent and Restricted cash represents the following: ● Cash and cash equivalents ● Restricted Cash – The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. March 31, 2019 March 31, 2018 Cash and cash equivalents $ - $ 1,088,758 Restricted cash 119,589 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758 Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed. Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $13,006 and $13,231 for the three months ended March 31, 2019 and 2018, respectively. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $103,922 and $57,821 for the three months ended March 31, 2019 and 2018, respectively. Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales. ● Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed. ● Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement. ● Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: March 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ 587,978 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2019 and 2018, as there are no potential shares outstanding that would have a dilutive effect. Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
REVERSE ACQUISITION
REVERSE ACQUISITION | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. REVERSE ACQUISITION On January 4, 2020, PubCo and PrivCo entered into the Agreement to memorialize the Verbal Agreement. On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” The value of the assets acquired and liabilities assumed was $843,694 and $589,078, respectively, on April 12, 2018. Exclusions from the Agreement included shares in PubCo held by PrivCo, which remain a PrivCo asset, and $185,000 of a $300,000 convertible promissory note issued by PrivCo. The following is the purchase price allocation on April 12, 2018: April 12, 2018 Cash and Cash Equivalents $ 752,393 Customer Accounts 83 Inventory 56,988 Security Deposits 3,990 Fixed Assets, net 17,697 Prepaid Expense 12,543 Assets Acquired 843,694 Total Consideration – Liabilities Assumed 589,078 Gain on Bargain Purchase $ 254,616 This acquisition resulted in a “Gain on Bargain Purchase” for PubCo because the fair value of assets we acquired exceeded the total of the fair value of consideration we paid by $254,616. However, as we deemed the acquisition a Reverse Acquisition for accounting purposes, the $254,616 gain was rerecorded and presented as Paid in Capital within our Consolidated Balance Sheet on the date of acquisition. The operating results of the GreenBox Business for the period from April 12, 2018 going forward have been included in the Company’s Consolidated Statements of Operations. The Company did not incur a significant amount in transaction costs in connection with the acquisition, but any and all costs were expensed as incurred and are included within the Consolidated Statement of Operations. |
SETTLEMENT PROCESSING
SETTLEMENT PROCESSING | 3 Months Ended |
Mar. 31, 2019 | |
Settlement Processing [Abstract] | |
Settlement Processing [Text Block] | 4. SETTLEMENT PROCESSING The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, GreenBox uses proprietary, private ledger technology to verify every transaction conducted within the GreenBox ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by us. GreenBox facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a chain of blockchain instructions to our ledger manager system. When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The issuance of tokens is accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar for dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between us and the gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as cash deemed restricted within our operating accounts. We record the total of such funds as Cash held for Settlements – a Current Asset. Of these funds, we record the sum balance due to Merchants and ISOs as Settlement Liabilities to Merchants and Settlement Liabilities to ISOs, respectively. The table below shows the status of transaction settlements: March 31, 2019 December 31, 2018 Settlement Processing Assets: Cash held for settlements $ 119,589 $ 239,124 Cash due from gateways 781,794 291,112 Amount due from gateways and merchants – hold and fees 611,934 - Chargeback allowances (1) - (134,638 ) Reserves (2) 1,374,890 474,224 Total before allowance for uncollectable 2,888,207 869,822 Allowance for uncollectable – hold and fees (731,523 ) - Total – settlement processing assets $ 2,156,684 $ 869,822 Settlement Processing Liabilities: Settlement liabilities to merchants 2,888,207 786,425 Settlement liabilities to ISOs - 107,342 Refund allowances (3) - (28,681 ) Totals $ 2,888,207 $ 865,086 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. (3) The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company’s proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances. |
CASH DUE FROM GATEWAYS
CASH DUE FROM GATEWAYS | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | 5. CASH DUE FROM GATEWAYS Cash due from gateways consisted of the following: March 31, 2019 December 31, 2018 Cash due from Gateways $ 781,794 $ 291,112 Amount due from gateways and merchants – hold and fees 611,934 - Reserves (2) 1,374,890 474,224 Total cash due from gateways 2,768,618 765,336 Chargeback Allowances (1) - (134,637 ) Allowance of uncollectable – hold and fees (611,934 ) - Total cash due from gateways, net $ 2,156,684 $ 630,699 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, 2019 December 31, 2018 Computers $ 19,041 $ 15,285 Furniture 26,932 4,919 Kiosks 12,750 12,750 Vehicles 4,578 4,578 Total property and equipment 63,301 37,532 Less: Accumulated depreciation (9,657 ) (6,817 ) Total property and equipment, net $ 53,644 $ 30,715 Depreciation expense was $2,840 and $863 for the three months ended March 31, 2019 and 2018, respectively. |
PAYMENT PROCESSING LIABILITIES,
PAYMENT PROCESSING LIABILITIES, NET | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 7. PAYMENT PROCESSING LIABILITIES, NET Payment processing liabilities consisted of the following: March 31, 2019 December 31, 2018 Settlement liabilities to merchants $ 2,888,207 $ 786,425 Settlement liabilities to ISOs - 107,342 Total processing liabilities 2,888,207 893,767 Refund allowances - (28,681 ) Total payment processing liabilities $ 2,888,207 $ 865,086 The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using our proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with our allowance. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: March 31, 2019 December 31, 2018 March 11, 2019 ($500,000) $ 500,000 $ - December 27, 2018 ($150,000) 150,000 150,000 December 13, 2018 ($83,000) - 83,000 November 26, 2018 ($200,000) 200,000 200,000 September 27, 2018 ($53,000) - 53,000 August 6, 2018 ($253,000) - 253,000 March 15, 2018 ($300,00) - 107,500 Total convertible notes payable $ 850,000 $ 846,500 Vista Capital Investments, LLC - $500,000 (original received $375k) On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon repayment of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). The Vista Note’s principal and interest were due to be paid October 6, 2019. The Company and Vista amended the convertible debt agreement as follows: ● First Amendment ● Second Amendment ● Third Amendment The Vista Note has matured as of March 31, 2019. The Company has defaulted on the Vista Note and subsequently the Vista Note has not been extended. The Company is currently negotiating with Vista on extension of the Vista Note. Saskatchewan Ltd – $150,000 On December 27, 2018, PubCo issued a convertible promissory note for $150,000 to Saskatchewan Ltd (“Sask”) (the “Sask Note”). The note incurs interest at 12% per year, paid quarterly, in advance. The outstanding principal and any remaining interest are due December 12, 2019. The note includes a conversion feature where, beginning six months after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and any accrued interest balance into shares of PubCo’s common stock at a discounted rate of 50%. This note holder issued a notice of conversion to the Company on June 27, 2019 to convert the outstanding principal into 2,307,692 shares of the Company’s stock. The shares were subsequently issued to Sask on August 14, 2019. Power Up Lending Ltd On August 6, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Up Ltd (“PULG”) under which PULG agreed to issue notes of up to $1,500,000 in aggregate over twelve months at the discretion of PULG (the “PULG SPA”). Under this agreement, the Company issued the following convertible notes: ● PULG – $253,000 On August 6, 2018, the Company issued a convertible note for $253,000 to PULG, with a net $250,000 received by the Company. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due August 6, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. The Company incurred $3,000 in financing fees associated with the loan. The Company paid this note on January 30, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $93,333, which was recorded as interest expense. ● PULG – $53,000 On September 27, 2018, the Company issued a convertible note for $53,000 to PULG, with a net $50,000 received by the Company. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due September 27, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. The Company incurred $3,000 in financing fees associated with the loan. The Company paid this note on March 13, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $19,378, which was recorded as interest expense. ● PULG – $83,000 On December 13, 2018, PubCo issued a convertible note for $83,000 to PULG, with a net $80,000 received by PubCo. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due December 13, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the PubCo’s common stock at a discounted rate of 65%. PubCo incurred $3,000 in financing fees associated with the loan. The Company paid this note on March 13, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $17,005, which was recorded as interest expense. RB Cap – $200,000 On November 26, 2018, PubCo issued a convertible promissory note for $200,000 to RB Cap (the “RB Cap $200K Note”). The note incurs interest at 12% per year and the outstanding principal and accrued interest are due November 26, 2019. RB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50. This note became part of a claim/counter claim suit with RB Capital (See Section C. Legal Matters below.) RB Cap – $300,000 On or about March 15, 2018, PrivCo issued a twelve-month, $300,000 convertible promissory note to RB Capital Partners (“RB Cap”), with an interest rate of 12% per annum (“RB Cap 300K Note”). The note’s convertibility feature commenced six months after the note’s issuance, at a conversion rate of $0.001 per share of the Company’s common stock. Under the terms of the Agreement which memorialized the Verbal Agreement, we assumed the note, however, PrivCo agreed to pay $185,000 of the principal balance due on this note. On or about June 8, 2018, PrivCo transferred 440,476 restricted shares of Common Stock from the Control Block, with a market value of $185,000, to a purported designee of RB Cap, as a payment of principal of the note. Subsequently, RB Cap disputed the reduction in principal and subsequently, and we, along with PrivCo, disputed whether these shares should have been issued by PrivCo, and sought their return. On or about October 23, 2018, we issued 7,500,000 newly issued, restricted shares of our stock to RB Cap, in repayment of $7,500 of the RB Cap $300,000 Note. Subsequently, we disputed whether these shares should have been issued to RB Cap. As of December 31, 2018, our recorded principal balance for the note was $107,500 and accrued interest on the note was $15,880. On or about March 13, 2019, we issued a final cash payment towards the RB Cap 300K Note of approximately $126,092 (the “Payoff Funds”). However, RB Cap contested the amount of the Payoff Funds. (See Section C. Legal Matters below, under Note 12 – Subsequent Events). |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | 9. DERIVATIVE LIABILITY Derivative liability consisted of the following: March 31, 2019 December 31, 2018 Beneficial conversion feature – convertible debt $ 587,978 $ - Total derivative liability $ 587,978 $ - On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon payback of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and valued the derivative using the Black-Scholes method. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company performs valuation of derivative instruments at the end of each reporting period. The fair value of derivative instruments is recorded and shown separately under current liabilities as these instruments can be converted anytime. Changes in fair value are recorded in the consolidated statement of income under other income (expenses). |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. INCOME TAXES The Company did not have income tax provision (benefit) due to net loss and deferred tax assets having a full valuation allowances as of and for the three months ended March 31, 2019 and 2018. The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows: Three Months Ended March 31, 2019 2018 Book income at statutory rate 21.00 % 21.00 % Others 0 % -0.80 % Change in Valuation Allowance -21.00 % -20.14 % Effective income tax rate 0 % 0.06 % Deferred tax assets and liabilities consist of the following tax-effected temporary differences: March 31, 2019 December 31, 2018 Deferred tax assets (liabilities): Charitable contributions $ - $ (3,700 ) Unearned revenue - (75,600 ) Depreciation - (26,300 ) Net operating loss carryforward 273,209 612,800 Total deferred tax assets, net 273,209 507,200 Valuation allowance (273,209 ) (507,300 ) Net deferred tax assets (liabilities) $ - $ (100 ) The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of March 31, 2019, the Company had federal and California net operating loss carryforwards of approximately $1.5 million. The federal and California net operating loss carryforwards will expire at various dates from 2026 through 2028; however, $1.5 million of the Federal operating loss does not expire and will be carried forward indefinitely. As of March 31, 2019 and December 31, 2018, the Company maintained full valuation allowance for net operating loss carryforward deferred tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income are reduced. The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for its consolidated federal income tax returns are open for years 2016 and after, and state and local income tax returns are open for years 2015 and after. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. EQUITY TRANSACTIONS The Company issued the following common shares: ● On or about May 10, 2019, PubCo issued 10,000 shares to a non-affiliated legal consultant for services rendered. ● On or about June 18, 2019, PubCo issued a total of 850,000 shares to nine PubCo employees as performance bonuses. The shares were fully vested upon issuance and worth $0.10 per share, at closing, on the day of issuance. ● On or about August 14, 2019, PubCo issued 2,307,692 shares to a lender, that chose to convert a $150,000 promissory note at a 50% discount into shares of PubCo. ● On or about August 14, 2019, PubCo issued 1,085,000 shares to PrivCo, as repayment of shares inadvertently transferred by PrivCo to third parties on behalf of PubCo as follows o On or about December 27, 2018, PrivCo inadvertently transferred 1,000,000 restricted PubCo shares, with a market value of $150,000, which money was deposited into PrivCo’s bank accounts (control of which bank accounts were shared by PubCo and PrivCo from April 12, 2018 through approximately December 31, 2018). o On or about January 4, 2019, PrivCo inadvertently transferred 50,000 restricted PubCo shares to a non-affiliated service provider to PubCo for services rendered to PubCo. o On or about January 4, 2019, PrivCo inadvertently transferred 35,000 PubCo shares of to a non-affiliated service provider to PubCo for services rendered to PubCo. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 12. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Related Party Employees and Employee Entity: Dan Nusinovich Liron Nusinovich Pop N Pay, LLC ● Related Party Entities: IPX Referral Payments, LLC – RB Capital America 2030 Capital Limited and Bentley Rothschild Capital Limited ● Kenneth Haller and the Haller Companies Kenneth Haller (“Haller”) became the Company’s Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brings considerable advantages to the Company’s platform development and business development efforts and capabilities, including transactional business relations and a large network of agents, which the Company believes, are capable of processing $1 billion transactions annually (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and three companies owned or majority-owned by Haller, which are Sky Financial & Intelligence, LLC (“Sky”), Charge Savvy, LLC, Cultivate, LLC (collectively, the “Haller Companies”), each of which has formalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believes allows the Company to maximize and diversity the Company’s market penetration capabilities. Haller, through Sky, owns controlling interests in Charge Savvy, LLC and Cultivate, LLC, with whom we do business indirectly, through their respective business relationship with MTrac. We also do business directly with Cultivate LLC, through a three-party agreement, which includes us, MTrac and Cultivate. The following are certain transactions between the Company and the Haller Companies: o MTrac Agreement o Sky Financial & Intelligence, LLC § Charge Savvy, LLC § Cultivate, LLC o Haller Commissions o GreenBox, Cultivate and MTrac Agreement o Sky Mid o Verbal Agreement The Company did not pay any commissions to Charge Savvy or Cultivate for the three months ended March 31, 2019 and 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 13. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company has the legal proceedings: ● MTrac, Global Payout, Inc. and Cultivate Technologies, LLC ● America 2030 Capital Limited and Bentley Rothschild Capital Limited ● RB Capital Partners, Inc. ● Dahan ● Withholding Suit Operating Leases The Company entered into the following operating facility lases: ● Hyundai Rio Vista – On October 4, 2018, the Company entered into an operating facility lease for its corporate office located in San Diego with 38 months term and with option to renew. The lease started on October 4, 2018 and expires on October 3, 2021 The Company entered into an operating lease for corporate location on October 4, 2018. Rent expense paid under the lease agreements for the three months ended March 31, 2019 was $29,975. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use asset and operating lease liabilities of $307,531 and $309,677, respectively, as of March 31, 2019. The difference between the operating lease ROU asset and operating lease liabilities at transition represented existing deferred rent expenses and tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In accordance with ASC 842, the components of lease expense were as follows: For the three months ended March 31, 2019 Hyundai Rio Vista, Inc. Operating lease expense $ 2,146 Total lease expense $ 2,146 In accordance with ASC 842, maturities and operating lease liabilities as of March 31, 2019 were as follows: For the year ended Hyundai Rio Vista, Inc. Undiscounted cash flows: 2019 $ 88,348 2020 110,948 2021 95,026 2022 - 2023 - 2024 - Thereafter - Total undiscounted cash flows 294,322 Discounted cash flows: Lease liabilities - current 75,632 Lease liabilities - long-term 234,045 Total discounted cash flows 309,677 Difference between undiscounted and discounted cash flows $ 15,355 In accordance with ASC 842, future minimum lease payments as of March 31, 2019 were as follows: For the year ended Hyundai Rio Vista, Inc. 2019 $ 96,794 2020 132,601 2021 124,944 2022 - 2023 - Thereafter - Total $ 354,339 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following: ● Formalizing the Reverse Acquisition ● Product Development, Launch and Sales ● Kenneth Haller and the Haller Companies / Affiliated Party Transactions ● Lawsuit ● Issuance of Unregistered Securities o On or about December 12, 2019, PubCo entered into an agreement to issue 600,000 restricted shares to a non-affiliated service provider as renumeration in lieu of cash fees, on a vesting schedule as follows: 200,000 shares vest upon each of the following milestones: the Company filing its Form 10-K for 2018, the Company filing its three interim Form 10-Qs for 2019, and the Company filing its Form 10-K for 2019. ● Purchase Agreements o West Coast Business Capital, LLC o Fox Capital Group, Inc. o Complete Business Solutions Group, Inc. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with the GAAP 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. Actual results could differ from those estimates. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalent and Restricted cash represents the following: ● Cash and cash equivalents ● Restricted Cash – The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. March 31, 2019 March 31, 2018 Cash and cash equivalents $ - $ 1,088,758 Restricted cash 119,589 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758 |
Receivable [Policy Text Block] | Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed. |
Advertising Cost [Policy Text Block] | Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $13,006 and $13,231 for the three months ended March 31, 2019 and 2018, respectively |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $103,922 and $57,821 for the three months ended March 31, 2019 and 2018, respectively. |
Revenue [Policy Text Block] | Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales. ● Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed. ● Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement. ● Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: March 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ 587,978 |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2019 and 2018, as there are no potential shares outstanding that would have a dilutive effect |
Lessee, Leases [Policy Text Block] | Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. March 31, 2019 March 31, 2018 Cash and cash equivalents $ - $ 1,088,758 Restricted cash 119,589 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: March 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ 587,978 |
REVERSE ACQUISITION (Tables)
REVERSE ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following is the purchase price allocation on April 12, 2018: April 12, 2018 Cash and Cash Equivalents $ 752,393 Customer Accounts 83 Inventory 56,988 Security Deposits 3,990 Fixed Assets, net 17,697 Prepaid Expense 12,543 Assets Acquired 843,694 Total Consideration – Liabilities Assumed 589,078 Gain on Bargain Purchase $ 254,616 |
SETTLEMENT PROCESSING (Tables)
SETTLEMENT PROCESSING (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Settlement Processing [Abstract] | |
Schedule of Settlement Processing [Table Text Block] | The table below shows the status of transaction settlements: March 31, 2019 December 31, 2018 Settlement Processing Assets: Cash held for settlements $ 119,589 $ 239,124 Cash due from gateways 781,794 291,112 Amount due from gateways and merchants – hold and fees 611,934 - Chargeback allowances (1) - (134,638 ) Reserves (2) 1,374,890 474,224 Total before allowance for uncollectable 2,888,207 869,822 Allowance for uncollectable – hold and fees (731,523 ) - Total – settlement processing assets $ 2,156,684 $ 869,822 Settlement Processing Liabilities: Settlement liabilities to merchants 2,888,207 786,425 Settlement liabilities to ISOs - 107,342 Refund allowances (3) - (28,681 ) Totals $ 2,888,207 $ 865,086 |
CASH DUE FROM GATEWAYS (Tables)
CASH DUE FROM GATEWAYS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Cash due from gateways consisted of the following: March 31, 2019 December 31, 2018 Cash due from Gateways $ 781,794 $ 291,112 Amount due from gateways and merchants – hold and fees 611,934 - Reserves (2) 1,374,890 474,224 Total cash due from gateways 2,768,618 765,336 Chargeback Allowances (1) - (134,637 ) Allowance of uncollectable – hold and fees (611,934 ) - Total cash due from gateways, net $ 2,156,684 $ 630,699 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: March 31, 2019 December 31, 2018 Computers $ 19,041 $ 15,285 Furniture 26,932 4,919 Kiosks 12,750 12,750 Vehicles 4,578 4,578 Total property and equipment 63,301 37,532 Less: Accumulated depreciation (9,657 ) (6,817 ) Total property and equipment, net $ 53,644 $ 30,715 |
PAYMENT PROCESSING LIABILITIE_2
PAYMENT PROCESSING LIABILITIES, NET (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities [Table Text Block] | Payment processing liabilities consisted of the following: March 31, 2019 December 31, 2018 Settlement liabilities to merchants $ 2,888,207 $ 786,425 Settlement liabilities to ISOs - 107,342 Total processing liabilities 2,888,207 893,767 Refund allowances - (28,681 ) Total payment processing liabilities $ 2,888,207 $ 865,086 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Convertible notes payable consisted of the following: March 31, 2019 December 31, 2018 March 11, 2019 ($500,000) $ 500,000 $ - December 27, 2018 ($150,000) 150,000 150,000 December 13, 2018 ($83,000) - 83,000 November 26, 2018 ($200,000) 200,000 200,000 September 27, 2018 ($53,000) - 53,000 August 6, 2018 ($253,000) - 253,000 March 15, 2018 ($300,00) - 107,500 Total convertible notes payable $ 850,000 $ 846,500 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | Derivative liability consisted of the following: March 31, 2019 December 31, 2018 Beneficial conversion feature – convertible debt $ 587,978 $ - Total derivative liability $ 587,978 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows: Three Months Ended March 31, 2019 2018 Book income at statutory rate 21.00 % 21.00 % Others 0 % -0.80 % Change in Valuation Allowance -21.00 % -20.14 % Effective income tax rate 0 % 0.06 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets and liabilities consist of the following tax-effected temporary differences: March 31, 2019 December 31, 2018 Deferred tax assets (liabilities): Charitable contributions $ - $ (3,700 ) Unearned revenue - (75,600 ) Depreciation - (26,300 ) Net operating loss carryforward 273,209 612,800 Total deferred tax assets, net 273,209 507,200 Valuation allowance (273,209 ) (507,300 ) Net deferred tax assets (liabilities) $ - $ (100 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost [Table Text Block] | In accordance with ASC 842, the components of lease expense were as follows: For the three months ended March 31, 2019 Hyundai Rio Vista, Inc. Operating lease expense $ 2,146 Total lease expense $ 2,146 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | In accordance with ASC 842, maturities and operating lease liabilities as of March 31, 2019 were as follows: For the year ended Hyundai Rio Vista, Inc. Undiscounted cash flows: 2019 $ 88,348 2020 110,948 2021 95,026 2022 - 2023 - 2024 - Thereafter - Total undiscounted cash flows 294,322 Discounted cash flows: Lease liabilities - current 75,632 Lease liabilities - long-term 234,045 Total discounted cash flows 309,677 Difference between undiscounted and discounted cash flows $ 15,355 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | In accordance with ASC 842, future minimum lease payments as of March 31, 2019 were as follows: For the year ended Hyundai Rio Vista, Inc. 2019 $ 96,794 2020 132,601 2021 124,944 2022 - 2023 - Thereafter - Total $ 354,339 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 1,088,758 | $ 45,854 |
Net Income (Loss) Attributable to Parent | (1,300,995) | $ (409,393) | |
Retained Earnings (Accumulated Deficit) | $ (3,333,590) | $ (2,032,595) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 1,088,758 | $ 45,854 |
Marketing and Advertising Expense | 13,006 | 13,231 | |
Research and Development Expense | 103,922 | $ 57,821 | |
Operating Lease, Right-of-Use Asset | 307,531 | $ 0 | |
Operating Lease, Liability | $ 309,677 | ||
Minimum [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Cash and Cash Equivalents - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 0 | $ 45,854 | $ 1,088,758 | |
Restricted cash | 119,589 | 239,124 | 0 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 119,589 | $ 284,978 | $ 1,088,758 | $ 83,353 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value | Mar. 31, 2019USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |
Derivative liability | $ 0 |
Fair Value, Inputs, Level 3 [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |
Derivative liability | $ 587,978 |
REVERSE ACQUISITION (Details)
REVERSE ACQUISITION (Details) | Apr. 12, 2018USD ($) |
PubCo [Member] | |
REVERSE ACQUISITION (Details) [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 843,694 |
PrivCo [Member] | |
REVERSE ACQUISITION (Details) [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 589,078 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 185,000 |
Debt Instrument, Face Amount | $ 300,000 |
REVERSE ACQUISITION (Details) -
REVERSE ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition - ASAP Property Holdings [Member] | Apr. 12, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash and Cash Equivalents | $ 752,393 |
Customer Accounts | 83 |
Inventory | 56,988 |
Security Deposits | 3,990 |
Fixed Assets, net | 17,697 |
Prepaid Expense | 12,543 |
Assets Acquired | 843,694 |
Total Consideration – Liabilities Assumed | 589,078 |
Gain on Bargain Purchase | $ 254,616 |
SETTLEMENT PROCESSING (Details)
SETTLEMENT PROCESSING (Details) - Schedule of Settlement Processing - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Settlement Processing Assets: | |||
Cash held for settlements | $ 119,589 | $ 239,124 | |
Cash due from gateways | 781,794 | 291,112 | |
Amount due from gateways and merchants – hold and fees | 611,934 | 0 | |
Chargeback allowances | [1] | 0 | (134,638) |
Reserves | [2] | 1,374,890 | 474,224 |
Total before allowance for uncollectable | 2,888,207 | 869,822 | |
Allowance for uncollectable – hold and fees | (731,523) | 0 | |
Total – settlement processing assets | 2,156,684 | 869,822 | |
Settlement Processing Liabilities: | |||
Settlement liabilities | 2,888,207 | 893,767 | |
Refund allowances | [3] | 0 | (28,681) |
Totals | 2,888,207 | 865,086 | |
Settlement liabilities to merchants [Member] | |||
Settlement Processing Liabilities: | |||
Settlement liabilities | 2,888,207 | 786,425 | |
Settlement liabilities to ISOs [Member] | |||
Settlement Processing Liabilities: | |||
Settlement liabilities | $ 0 | $ 107,342 | |
[1] | During 2018, the Company absorbed all chargeback costs as a cost of services provided - essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. | ||
[2] | Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. | ||
[3] | The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company's proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances. |
CASH DUE FROM GATEWAYS (Details
CASH DUE FROM GATEWAYS (Details) - Schedule of Other Current Assets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of Other Current Assets [Abstract] | |||
Cash due from Gateways | $ 781,794 | $ 291,112 | |
Amount due from gateways and merchants – hold and fees | 611,934 | 0 | |
Reserves | [1] | 1,374,890 | 474,224 |
Total cash due from gateways | 2,768,618 | 765,336 | |
Chargeback Allowances (1) | [2] | 0 | (134,638) |
Allowance of uncollectable – hold and fees | [2] | (611,934) | 0 |
Total cash due from gateways, net | $ 2,156,684 | $ 630,699 | |
[1] | Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. | ||
[2] | During 2018, the Company absorbed all chargeback costs as a cost of services provided - essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2,840 | $ 863 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of Equipment - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 63,301 | $ 37,532 |
Less: Accumulated Depreciation | (9,657) | (6,817) |
Total Fixed Assets (net) | 53,644 | 30,715 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 19,041 | 15,285 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 26,932 | 4,919 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 12,750 | 12,750 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 4,578 | $ 4,578 |
PAYMENT PROCESSING LIABILITIE_3
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | |||
Settlement liabilities | $ 2,888,207 | $ 893,767 | |
Refund allowances | [1] | 0 | (28,681) |
Total payment processing liabilities | 2,888,207 | 865,086 | |
Settlement liabilities to merchants [Member] | |||
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | |||
Settlement liabilities | 2,888,207 | 786,425 | |
Settlement liabilities to ISOs [Member] | |||
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | |||
Settlement liabilities | $ 0 | $ 107,342 | |
[1] | The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company's proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jan. 28, 2020 | Dec. 11, 2019 | Oct. 16, 2019 | Aug. 14, 2019 | Jun. 27, 2019 | Mar. 13, 2019 | Mar. 11, 2019 | Jan. 30, 2019 | Dec. 27, 2018 | Dec. 13, 2018 | Nov. 26, 2018 | Oct. 23, 2018 | Sep. 27, 2018 | Aug. 06, 2018 | Jun. 08, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 22, 2020 | Dec. 31, 2018 | Jul. 30, 2018 | Apr. 12, 2018 | Mar. 15, 2018 |
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,700,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.85% | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 375,000 | $ 375,000 | ||||||||||||||||||||
Debt Discount Rate on Shares | 50.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,307,692 | |||||||||||||||||||||
Securities Purchase Agreement, Maximum | $ 1,500,000 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | |||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||
Convertible Debt | $ 107,500 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,500,000 | 440,476 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.001 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $ 185,000 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,500 | $ 185,000 | ||||||||||||||||||||
Interest Payable | $ 15,880 | |||||||||||||||||||||
Repayments of Notes Payable | $ 126,092 | |||||||||||||||||||||
Vista $500K Note [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 29, 2020 | Jan. 15, 2020 | Nov. 6, 2019 | Oct. 6, 2019 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 125,000 | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 375,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 25 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 4 years | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 125,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”) | |||||||||||||||||||||
Convertible Debt | $ 482,856 | $ 487,858 | $ 464,625 | $ 634,213 | ||||||||||||||||||
Debt Instrument, Periodic Payment | 20,000 | $ 10,000 | ||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | |||||||||||||||||||||
Saskatchewan Ltd $150K Note [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note includes a conversion feature where, beginning six months after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and any accrued interest balance into shares of PubCo’s common stock at a discounted rate of 50%. | |||||||||||||||||||||
Debt Discount Rate on Shares | 50.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,307,692 | |||||||||||||||||||||
PULG $235K Note [Member[ | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 253,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 250,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. | |||||||||||||||||||||
Payments of Debt Issuance Costs | $ 3,000 | |||||||||||||||||||||
Debt, Prepayment Penalty | $ 93,333 | |||||||||||||||||||||
PULG $53K Note [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 53,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. | |||||||||||||||||||||
Payments of Debt Issuance Costs | $ 3,000 | |||||||||||||||||||||
Debt, Prepayment Penalty | 19,378 | |||||||||||||||||||||
PULG $83K Note [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 83,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 80,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the PubCo’s common stock at a discounted rate of 65%. | |||||||||||||||||||||
Payments of Debt Issuance Costs | $ 3,000 | |||||||||||||||||||||
Debt, Prepayment Penalty | $ 17,005 | |||||||||||||||||||||
RB Cap $200K Note [Member] | ||||||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | RB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50. |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - Convertible Debt [Member] - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | $ 850,000 | $ 846,500 |
Debt Date March 11, 2019 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 500,000 | 0 |
Debt Date December 27, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 150,000 | 150,000 |
Debt Date December 13, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 0 | 83,000 |
Debt Date November 26, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 200,000 | 200,000 |
Debt Date September 27, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 0 | 53,000 |
Debt Date August 6, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 0 | 253,000 |
Debt Date March 15, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | $ 0 | $ 107,500 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Date March 11, 2019 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Oct. 6, 2019 | |
Interest per annum | 8.00% | |
Principal | $ 500,000 | |
Date | Mar. 11, 2019 | |
Debt Date December 27, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Dec. 12, 2019 | Dec. 12, 2019 |
Interest per annum | 12.00% | 12.00% |
Principal | $ 150,000 | $ 150,000 |
Date | Dec. 27, 2018 | Dec. 27, 2018 |
Debt Date December 13, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Dec. 13, 2019 | |
Interest per annum | 10.00% | |
Principal | $ 83,000 | |
Date | Dec. 13, 2018 | |
Debt Date November 26, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Nov. 26, 2019 | Nov. 26, 2019 |
Interest per annum | 12.00% | 12.00% |
Principal | $ 200,000 | |
Date | Nov. 26, 2018 | |
Debt Date September 27, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Sep. 27, 2019 | |
Interest per annum | 10.00% | |
Principal | $ 53,000 | |
Date | Sep. 27, 2018 | |
Debt Date August 6, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Aug. 6, 2019 | |
Interest per annum | 10.00% | |
Principal | $ 253,000 | |
Date | Aug. 6, 2018 | |
Debt Date March 15, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Mar. 15, 2019 | |
Interest per annum | 12.00% | |
Principal | $ 300,000 | |
Date | Mar. 15, 2018 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Convertible Debt [Member] | Mar. 11, 2019USD ($)shares |
DERIVATIVE LIABILITY (Details) [Line Items] | |
Debt Instrument, Face Amount | $ 500,000 |
Debt Instrument, Maturity Date | Oct. 6, 2019 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Unamortized Discount | $ 125,000 |
Proceeds from Convertible Debt | $ 375,000 |
Stock Issued During Period, Shares, Other (in Shares) | shares | 25 |
Warrants and Rights Outstanding, Term | 4 years |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 125,000 |
Debt Instrument, Convertible, Terms of Conversion Feature | the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”) |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Schedule of Derivative Instruments - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule of Derivative Instruments [Abstract] | ||
Beneficial conversion feature – convertible debt | $ 587,978 | $ 0 |
Total derivative liability | $ 587,978 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 1.5 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 1.5 |
INCOME TAXES (Details) - Sched
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Book Income at Statutory Rates | 21.00% | 21.00% |
Other | 0.00% | (0.80%) |
Change in Valuation Allowance | (21.00%) | (20.14%) |
Effective Income Tax Rate | 0.00% | 0.06% |
INCOME TAXES (Details) - Sch_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||
Charitable Contributions | $ 0 | $ (3,700) |
Unearned Revenue | 0 | (75,600) |
Depreciation | 0 | (26,300) |
Net Operating Loss Carryforward | 273,209 | 612,800 |
Net deferred tax assets before valuation allowance | 273,209 | 507,200 |
Valuation Allowance | (273,209) | (507,300) |
Net deferred tax assets (liabilities) | $ 0 | $ (100) |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | Aug. 14, 2019USD ($)shares | Jun. 18, 2019$ / sharesshares | May 10, 2019shares | Jan. 04, 2019shares | Dec. 27, 2018USD ($)shares | Mar. 31, 2018USD ($) |
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 10,000 | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 850,000 | |||||
Number of Employees | 9 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,307,692 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 150,000 | |||||
Debt Discount Rate on Shares | 50.00% | |||||
Stock Issued During Period, Shares, New Issues | 1,085,000 | 1,000,000 | ||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 150,000 | $ 751,114 | ||||
Stock Issued for Services #1 [Member] | ||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||
Stock Issued for Services #2 [Member] | ||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 35,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 18, 2019 | Aug. 01, 2018 | Jul. 30, 2018 | Feb. 19, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 26, 2018 | Aug. 20, 2018 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Commission, Percentage | 10.00% | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 850,000 | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 5,700,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.85% | |||||||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||||||
Debt Instrument, Collateral | 1,600,000 | |||||||||||||||||
Debt Instrument, Collateral Amount | $ 2,144,000 | |||||||||||||||||
PrivCo [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 4.00% | |||||||||||||||||
Monthly Consulting Fee [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||||||||||||||
Development and Testing Manger [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 160,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 16,000 | |||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 96,000 | |||||||||||||||||
Risk Analyst [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 110,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 11,000 | |||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 92,000 | |||||||||||||||||
Affiliated Entity [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 55,365 | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 6,000,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 200,000 | ||||||||||||||||
Affiliated Entity [Member] | Consulting Fees [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 30,000 | $ 1,830 | $ 30,000 | |||||||||||||||
Affiliated Entity [Member] | Travel and Relocation Expense Reimbursement [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 23,365 | |||||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 124,150 | $ 3,000 | ||||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | Consulting Fees [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 50,000 | $ 36,667 | $ 30,000 | |||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | Travel and Relocation Expense Reimbursement [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 74,150 | |||||||||||||||||
Employee [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Description of Transaction | Pouya Moghavem, an employee since August 1, 2018, owns 25% of IPX Referral Payments, LLC (“IPX”). In addition to the $5,000 monthly salary we pay Moghavem, the Company entered into a Referral Agreement with IPX wherein the Company agreed to compensate IPX for referrals, which subsequently become the Company’s customer. For the three months ended March 31, 2019 and 2018, IPX did not earn any commissions. Additionally, in or about October 2018, IPX provided GreenBox with a merchant trust account in Mexico through Affinitas Bank, one of the Gateways that process payment transactions on the Company’s behalf. The Company did not pay IPX for this service, however, IPX reported that Affinitas paid IPX approximately $1,830. | |||||||||||||||||
Officer [Member] | Haller Commissions [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 321 | $ 8,396 | $ 210 | |||||||||||||||
Management [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Other Commitments, Description | As part of Haller’s remuneration, the Company and Haller have a verbal agreement for Haller to be issued approximately 14 to 18 million shares of the Company’s stock. While a formalized remuneration agreement has not yet been executed as of February 3, 2020, the Company does not foresee the issuance to be dilutive, as PrivCo will likely surrender an equal number of shares to PubCo, as a means of compensating PubCo for the issuance. | |||||||||||||||||
Charge Savvy [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Description of Transaction | Sky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). It is through Charge Savvy, that the Haller Network is most visible as part of our operations, as Charge Savvy is the ISO through which revenue generated from Haller Network Agents is processed, under a contract between Sky and MTrac, who in turn, has a contract with us. The three managing members of Charge Savvy own the same percentages of Cultivate (see below), as they do Charge Savvy. | |||||||||||||||||
Cultivate [Member] | ||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||
Related Party Transaction, Description of Transaction | Sky owns 68.4% of Cultivate, LLC (“Cultivate”), an Illinois limited liability company, and serves as one of three Managing Members, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). When Cultivate was first formed, it was the licensor of certain proprietary point of sale software, retail point of sale operations, and complementary support of Cultivate’s software and related hardware for on-site credit and debit card processing. Subsequently, Cultivate the entity became exclusively a software provider, ceasing all service and support operations. Eventually certain beneficial aspects of the Cultivate software functionality were integrated into QuickCard, then upgraded and replaced with certain updates. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Oct. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss Contingency, Damages Sought | On or about October 31, 2018, Nisan and Errez received constitutive notice, regarding arbitration against Nisan, Errez, PrivCo and possibly PubCo, from Bentley Rothschild Capital Limited ("Bentley") and America 2030 Capital Limited (“America 2030”), both located in Nevis, West Indies, and both claiming breach of contract by Nisan and Errez of Nisan and Errez’s respective individual Master Loan Agreements (see Note 7 – Related Party Transactions above) and seeking forfeiture of 1,600,000 PubCo shares that PrivCo had transferred, on or about August 1, 2018, from PrivCo’s Control Shares under the terms of the MLAs. To date, only informal conversational proceedings have ensued. | ||
Operating Leases, Rent Expense | $ 29,975 | ||
Operating Lease, Right-of-Use Asset | 307,531 | $ 0 | |
Operating Lease, Liability | $ 309,677 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Lease, Cost - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 2,146 | |
Total lease expense | $ 2,146 | $ 0 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
2019 | $ 88,348 | |
2020 | 110,948 | |
2021 | 95,026 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total undiscounted cash flows | 294,322 | |
Discounted cash flows: | ||
Lease liabilities - current | 75,632 | $ 0 |
Lease liabilities - long-term | 234,045 | $ 0 |
Total discounted cash flows | 309,677 | |
Difference between undiscounted and discounted cash flows | $ 15,355 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Mar. 31, 2019USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2019 | $ 96,794 |
2020 | 132,601 |
2021 | 124,944 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | $ 354,339 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Dec. 09, 2019 | Dec. 05, 2019 | Nov. 12, 2019 | Aug. 14, 2019 | May 10, 2019 | Mar. 13, 2019 | Nov. 30, 2018 | Oct. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2019 | Dec. 31, 2019 | Nov. 26, 2018 | Jul. 30, 2018 | Jan. 31, 2018 |
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 10,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 5,700,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Stock Vesting Schedule, Description | PubCo issued the following securities that were not registered under the Securities Act. Except where noted, all the securities stated below were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. o On or about December 12, 2019, PubCo entered into an agreement to issue 600,000 restricted shares to a non-affiliated service provider as renumeration in lieu of cash fees, on a vesting schedule as follows: 200,000 shares vest upon each of the following milestones: the Company filing its Form 10-K for 2018, the Company filing its three interim Form 10-Qs for 2019, and the Company filing its Form 10-K for 2019. ● Purchase Agreements – The Company entered into the following purchase agreements: o West Coast Business Capital, LLC – On or about November 12, 2019, PubCo entered into a Purchase Agreement with West Coast Business Capital, LLC (“West Coast”). Under the terms of the Purchase Agreement, we agreed to sell West Coast $596,000 of future incoming cashflow from the GreenBox Business, to be delivered to West Coast in daily installments of $5,960, for $400,000, from which $16,000 in fees was deducted, providing us with net cash of $384,000. For accounting purposes, we recorded this transaction as a loan of $400,000, with interest of $196,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement. o Fox Capital Group, Inc. – On or about December 5, 2019, PubCo entered into a Secured Merchant Agreement with Fox Capital Group, Inc. (“Fox”). Under the terms of the Secured Merchant Agreement, we agreed to sell Fox $366,000 of future incoming cashflow from the GreenBox Business, to be delivered to Fox in daily installments of $4,073.33, for $260,000, from which $26,000 in fees was deducted, providing us with net cash of $234,000. For accounting purposes, we recorded this transaction as a loan of $260,000, with interest of $106,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Secured Merchant Agreement. o Complete Business Solutions Group, Inc. – On or about December 9, 2019, PubCo entered into an Agreement for the Purchase and Sale of Future Receivables (the “Purchase and Sale Agreement”) with Complete Business Solutions Group Inc, (“CBSG”). | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 600,000 | ||||||||||||||||||
West Coast Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 596,000 | ||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | daily | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,960 | ||||||||||||||||||
Debt Instrument, Fee | $16,000 | ||||||||||||||||||
Proceeds from Sale and Collection of Finance Receivables | $ 384,000 | ||||||||||||||||||
Notes Payable | 400,000 | ||||||||||||||||||
Interest Payable | $ 196,000 | ||||||||||||||||||
Fox Capital Group Secured Merchant Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 366,000 | ||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | daily | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,073.33 | ||||||||||||||||||
Notes Payable | 260,000 | ||||||||||||||||||
Interest Payable | 106,000 | ||||||||||||||||||
Debt Instrument, Fee Amount | 26,000 | ||||||||||||||||||
Proceeds from Collection of Finance Receivables | $ 234,000 | ||||||||||||||||||
Complete Business Solutions Sale of Future Receivables [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 240,000 | ||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | weekly | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 16,000 | ||||||||||||||||||
Proceeds from Sale and Collection of Finance Receivables | 19,965 | ||||||||||||||||||
Notes Payable | 200,000 | ||||||||||||||||||
Interest Payable | 40,000 | ||||||||||||||||||
Debt Instrument, Fee Amount | $ 35 | ||||||||||||||||||
Affiliated Entity [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Amount of Annual Processing Capable | $ 1,000,000,000 | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 55,365 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 300,000 | |||||||||||||||||
Affiliated Entity [Member] | Consulting Fees [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 30,000 | $ 1,830 | $ 30,000 | ||||||||||||||||
Affiliated Entity [Member] | Travel and Relocation Expense Reimbursement [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 23,365 | ||||||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 124,150 | $ 3,000 | |||||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | Consulting Fees [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 50,000 | $ 36,667 | $ 30,000 | ||||||||||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | Travel and Relocation Expense Reimbursement [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 74,150 | ||||||||||||||||||
Affiliated Entity [Member] | Monthly Consulting Fee [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 16,667 | $ 10,000 | |||||||||||||||||
Affiliated Entity [Member] | Amount of Facilitated Payments by Related Party [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 184,056 | ||||||||||||||||||
Affiliated Entity [Member] | Amount of Facilitated Payments by Related Party [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,397,822 | ||||||||||||||||||
Affiliated Entity [Member] | Purchase of Equipment [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 16,000 | $ 22,450 |