Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 27, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | GOOD GAMING, INC. | ||
Entity Central Index Key | 1,454,742 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | Yes | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 393,180 | ||
Entity Common Stock, Shares Outstanding | 23,683,195 | ||
Trading Symbol | GMER | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 61,037 | $ 47,900 |
Loan to Pristec | 10,500 | |
Due from Affiliate | 700 | |
Total Current Assets | 61,737 | 58,400 |
Furniture and Equipment, Net | 10,160 | 11,424 |
Gaming Software, Net | 750,000 | 990,000 |
TOTAL ASSETS | 821,897 | 1,059,824 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 105,544 | 117,658 |
Derivative Liability | 570,643 | 228,605 |
Notes Payable | 13,440 | |
Convertible Debentures, current | 183,065 | 56,585 |
Total Current Liabilities | 1,711,488 | 477,848 |
Convertible Debentures, long term | 150,000 | |
Notes Payable | 13,440 | |
Liabilities, Noncurrent | 163,440 | |
Total Liabilities | 1,711,488 | 641,288 |
Stockholders' Equity (Deficit) | ||
Common Stock Authorized: 100,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 2,881,424 and 1,999,990 Shares, respectively | 2,881 | 2,000 |
Additional Paid-In Capital | 3,996,373 | 3,925,738 |
Accumulated Deficit | (4,889,020) | (3,509,373) |
Total Stockholders’ Equity (Deficit) | (889,591) | 418,536 |
TOTAL LIABILITIES & EQUITY (DEFICIT) | 821,897 | 1,059,824 |
Class A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 8 | 8 |
Class B Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 165 | 162 |
Class C Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 1 | 1 |
Class D Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 1 | |
ViaOne Services, LLC [Member] | ||
Current Liabilities | ||
Notes Payable | $ 838,796 | $ 75,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 450,000,000 | 450,000,000 |
Preferred stock, par value | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,881,424 | 1,999,990 |
Common stock, shares outstanding | 2,881,424 | 1,999,990 |
Class A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 7,500 | 7,500 |
Preferred stock, shares outstanding | 7,500 | 7,500 |
Class B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 249,999 | 249,999 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 164,781 | 161,529 |
Preferred stock, shares outstanding | 164,781 | 161,529 |
Class C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Class D Preferred Stock | ||
Preferred stock, shares authorized | 350 | 350 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 105 | 0 |
Preferred stock, shares outstanding | 105 | 0 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 38,090 | $ 2,000 |
Cost of Revenues | 83,225 | 57,790 |
Gross Profit | (45,135) | (55,790) |
Operating Expenses | ||
General & Administrative | 150,250 | 309,870 |
Contract Labor | 361,720 | 95,090 |
Payroll Expense | 23,917 | |
Depreciation and Amortization Expense | 242,816 | 212,016 |
Professional Fees | 209,522 | 1,500 |
Total Operating Expenses | 988,225 | 618,476 |
Operating Loss | (1,033,360) | (674,266) |
Other Income (Expense) | ||
Debt Forgiveness | 58,300 | |
Interest Income | 1,000 | |
Interest Expense | (5,249) | (100,470) |
Gain (Loss) on Change in Fair Value of Derivative Liability | (342,038) | 225,136 |
Total Other Income (Loss) | (346,287) | 182,966 |
Net Loss | $ (1,379,647) | $ (491,300) |
Net Loss Per Share, Basic and Diluted | $ (0.60) | $ (0.25) |
Weighted Average Shares Outstanding | 2,301,961 | 1,976,804 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities | ||
Net Loss | $ (1,379,647) | $ (491,300) |
Adjustment To Reconcile Net Loss to Net Cash Used In Operating Activities | ||
Accretion of debt discount | 100,000 | |
Depreciation and Amortization | 242,816 | 212,016 |
Debt Forgiveness | (58,300) | |
Change In Fair Value Of Derivative Liability | 342,038 | (225,136) |
Stock Based Compensation | 29,092 | |
Changes in operating assets and liabilities | ||
Note Receivable | 10,500 | (10,500) |
Due from Affiliate | (700) | |
Accounts Payable and Accrued Liabilities | (12,114) | 126,903 |
Net Cash Provided By (Used in) Operating Activities | (797,107) | (317,225) |
Investing Activities | ||
Purchase Of Equipment | (1,552) | (13,440) |
Net Cash Provided By (Used in) Investing Activities | (1,552) | (13,440) |
Financing Activities | ||
Proceeds From Purchase Of Good Gaming | 1,723 | |
Proceeds From Convertible Debenture | 18,000 | 166,700 |
Proceeds From Private placement | 196,702 | |
Proceeds From Equipment Loan | 13,440 | |
Proceeds From Sale Of Preferred Stock CL D | 105,000 | |
Due To ViaOne Services | 688,796 | |
Net Cash Provided By (Used In) Financing Activities | 811,796 | 378,565 |
Change in Cash and Cash Equivalents | 13,137 | 47,900 |
Cash and Cash Equivalents, Beginning Of Year | 47,900 | |
Cash and Cash Equivalents, End Of Year | 61,037 | 47,900 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash Investing And Financing Activities | ||
Common Shares Issued for Conversion Of Debt | 41,520 | 73,894 |
Debt Discount Due To Beneficial Conversion Feature | 100,000 | |
Shares Issued For Acquisition Of Software | $ 1,200,000 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) - USD ($) | Class A Preferred Stock [Member] | Class B Preferred Stock [Member] | Class C Preferred Stock [Member] | Class D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 8 | $ 16 | $ 1,995 | $ 2,326,203 | $ (3,018,073) | $ (689,851) | ||
Beginning Balance, shares at Dec. 31, 2015 | 7,500 | 15,839 | 1,995,290 | |||||
Shares issued for acquisition of Good Gaming Software | $ 87 | 1,199,913 | 1,200,000 | |||||
Shares issued for acquisition of Good Gaming Software, shares | 86,650 | |||||||
Funds issued in private placements | $ 47 | 196,653 | 196,700 | |||||
Funds issued in private placements, shares | 47,500 | |||||||
Shares issued for services | $ 3 | 29,089 | 29,092 | |||||
Shares issued for services, shares | 2,860 | |||||||
Shares issued to settle debt | $ 8 | 55,471 | 55,479 | |||||
Shares issued to settle debt, shares | 7,530 | |||||||
Issuance of Series C Shares | $ 1 | 1 | ||||||
Issuance of Series C Shares, shares | 1 | |||||||
Conversion of common stock | $ 1 | $ (179) | 178 | |||||
Conversion of common stock, shares | 1,150 | (179,450) | ||||||
Common shares issued for conversion of debt | $ 184 | 18,231 | 18,415 | |||||
Common shares issued for conversion of debt, shares | 184,150 | |||||||
Beneficial Conversion Feature | 100,000 | 100,000 | ||||||
Net loss for the year | (491,300) | (491,300) | ||||||
Ending Balance at Dec. 31, 2016 | $ 8 | $ 162 | $ 1 | $ 2,000 | 3,925,738 | (3,509,373) | 418,536 | |
Ending Balance, shares at Dec. 31, 2016 | 7,500 | 161,529 | 1 | 1,999,990 | ||||
Shares issued for acquisition of Good Gaming Software | ||||||||
Common shares issued for conversion of debt | $ 501 | (33,986) | (33,485) | |||||
Common shares issued for conversion of debt, shares | 501,413 | |||||||
Conversion of common shares to preferred shares | $ 1 | $ (70) | 69 | |||||
Conversion of common shares to preferred shares, shares | 500 | (70,000) | ||||||
Conversion of preferred shares to common shares | $ (3) | $ 450 | (447) | |||||
Conversion of preferred shares to common shares, shares | (2,248) | 450,021 | ||||||
Issuance of Series B Shares | $ 5 | 5 | ||||||
Issuance of Series B Shares, shares | 5,000 | |||||||
Issuance of Series D Shares | $ 1 | 104,999 | 105,000 | |||||
Issuance of Series D Shares, shares | 105 | |||||||
Net loss for the year | (1,379,647) | (1,379,647) | ||||||
Ending Balance at Dec. 31, 2017 | $ 8 | $ 165 | $ 1 | $ 1 | $ 2,881 | $ 3,996,373 | $ (4,889,020) | $ (889,591) |
Ending Balance, shares at Dec. 31, 2017 | 7,500 | 164,781 | 1 | 105 | 2,881,424 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business Good Gaming, Inc. (Formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company is a leading tournament gaming platform and online destination targeting over 250 million e-sports players and participants worldwide that want to compete at the high school or college level. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any substantial revenue to date. Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of December 31, 2017, the Company had a working capital deficiency of $1,649,751 and an accumulated deficit of $4,889,020. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Reverse Stock Split On February 17, 2017, the Board of Directors of the Company approved a reverse split of its’ common and preferred shares on a 1 for 1,000 basis. The Articles of Incorporation were amended decreasing the authorized common shares from 2,000,000,000 to 100,000,000 and decreasing the authorized preferred shares from 450,000,000 to 2,250,000. A special meeting of the Company’s shareholders was not required since written consent was obtained by the stockholders who held the majority of the outstanding voting stock. The Reverse Stock Split became effective on June 14, 2017. All references in this Annual Report regarding the number of preferred and common shares, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all prior periods presented, unless otherwise noted, including reclassifying an amount equal to the reduction in par value of common and preferred stock to additional paid-in capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Certain reclassifications have been made to prior-year amounts to conform to the current period presentation. Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature. Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years. Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the statement of operations. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, 2017, the Company had 8,779,119 (2016 – 90,000,000) potentially dilutive shares from outstanding convertible debentures. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liabilities for uncertain tax positions. Unrecognized tax positions, if ever recognized in the financial statements, are recorded in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liabilities for uncertain tax positions. On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the “U.S. Tax Reform Act”) was enacted in the United States. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the effects of the U.S. Tax Reform Act under ASC 740. Financial Instruments ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument is categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at December 31, 2017 and 2016 as follows: Description Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 570,643 $ - $ - $ 570,643 Total $ 570,643 $ - $ - $ 570,643 Description Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 228,605 $ - $ - $ 228,605 Total $ 228,605 $ - $ - $ 228,605 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. Advertising Expenses Advertising expenses are included in general and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $117,861 in advertising and promotion expenses in the year ended December 31, 2017. Revenue Recognition The Company recognizes revenues when there is persuasive evidence of an arrangement, the product or service has been provided to the customer, the collection of our fees is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. Revenues primarily include revenues from microtransactions Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which was amended in 2015 and 2016. The new revenue recognition standard relates to revenue from contracts with customers and will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard, as amended, is effective for annual periods beginning December 15, 2017. The Company has evaluated the ASI and have concluded that the impact of adopting the standard on our financial statements and related disclosure was not material. The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Other Assets | 3. Other Assets Furniture and fixtures consisted of the following: December 31, 2017 2016 Computers $ 14,992 $ 13,440 Accumulated Depreciation (4,832 ) (2,016 ) $ 10,160 $ 11,424 Depreciation expense for the years ended December 31, 2017 and 2016 was $2,816 and $2,016, respectively. On February 17, 2016, the Company acquired Good Gaming’s assets including intellectual property, trademarks, software code, equipment and other from CMG Holdings Group, Inc. The Company valued the software purchased at $1,200,000. The software has a useful life of 5 years. Amortization for the years ended December 31, 2017 and 2016 was $240,000 and $210,000, respectively. The software consisted of the following: December 31, 2017 2016 Software $ 1,200,000 $ 1,200,000 Accumulated Amortization (450,000 ) (210,000 ) $ 750,000 $ 990,000 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Convertible Debentures On April 15, 2015, the Company entered into a $100,000 convertible debenture with a non-related party. During the quarter ended June 30, 2015, the Company received the first $50,000 payment. The remaining $50,000 payment will be made at the request of the borrower. No additional payments have been made as of September 30, 2017. Under the terms of the debenture, the amount is unsecured and was due on October 16, 2016. The note is currently in default and bears interest at 22% per annum. It was convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. HGT and the company are currently solving disputes regarding this note via litigation. On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the “Purchaser”), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the “Note”), with funds to be received in tranches. The note bears interest of 10% and was due April 1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal expenses. On February 17, 2016 as part of a settlement between the lender and the Company, the note along with a remaining balance of $8,300 from former JABRO-Asher notes were restructured to a principal amount of $25,000 with a due date of June 18, 2017 and an interest rate of 0%. The lender is subject to strict lock-up and leak-out provisions. Additionally, as part of the February 2016 settlement with the lender, the lender funded $100,000 new debentures (the “$100,000 Convertible Promissory Note”) due August 2018 bearing 0% interest with the lender subject to strict lock-up and leak-out provisions. On June 27, 2017, Iconic Holdings’ $100,000 Convertible Promissory Note issued on February 18, 2016 was amended to reflect an advisement of the conversion price of $.10 cents to $.08 cents per common share. On June 29, 2017, Iconic Holdings, LLC entered into a 10% Convertible Promissory Note with the Company in the principal amount of $27,000 (the “Note”). Upon the execution of this note the sum of $9,000 has been remitted and delivered to the Company. On August 14, 2017, Iconic Holdings, LLC remitted and delivered to the Company another $9,000. The Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this Note. As of December 31, 2017, the Company has received a total $18,000 of the $27,000 principal amount. On July 5, 2017, Iconic Holdings converted $15,895 of its $100,000 Convertible Promissory Note. On July 25, 2017, Iconic Holdings converted $18,950 of its $100,000 Convertible Promissory Note. On January 23, 2018, Iconic Holdings converted $65,155 of its $100,000 Convertible Promissory Note. Accordingly, the $100,000 Convertible Promissory Note issued on February 18, 2016 has been fully converted into 1,250,001 shares of common stock. As part of the asset purchase agreement between HDS International Corp. and CMG Holdings Group, Inc., SirenGPS was issued a $60,000 0% interest convertible debenture that matures in August 2018. The debentures are convertible into common stock at a 20% discount to the 20-day moving average of the Company’s common stock after a period of seven months. The debt is subject to strict lock-up and leak-out provisions. SirenGPS has agreed to sell this security to the Company or to an investor of the Company’s choosing at face value. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 5. Derivative Liabilities The following inputs and assumptions were used to value the convertible debentures outstanding during the years ended December 31, 2017 and December 31, 2016: The projected annual volatility for each valuation period was based on the historic volatility of the Company of 431.5% and 170% at December 31, 2017 and 2016, respectively. The risk free rate was 1.81% and 0.85% at December 31, 2017 and 2016, respectively. The expected life was one year and the dividend yield was 0% for each year. A summary of the activity of the derivative liability is shown below: Balance, December, 2015 $ 453,741 Change in value (225,136 ) Balance, December 31, 2016 228,605 Change in value 342,038 Balance, December 31, 2017 $ 570,643 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Share Transactions for the Year Ended December 31, 2016: On August 16, 2016, the Company exchanged 1,150 Series B Preferred Shares with an investor for 179,450 common shares which were retired into treasury. These common shares were pledged to Iconic Holdings, LLC contractually as collateral against a $25,000 convertible debenture that was restructured in February 2016. By agreement, the lender converted a portion of this note into common shares eliminating debt from the Company’s balance sheet. The Company has agreed to deliver an additional 70,050 shares of the Company’s Common Stock to the lender by year-end 2016, which will eliminate the debenture in its entirety. Iconic Holdings has agreed to lock-up a $100,000 convertible debenture for a period of one-year effective June 10, 2016, subject to strict covenants that will protect common shareholders from significant dilution. The net effect of this Agreement is that the common share float of the Company has not been increased and that shareholders will not be negatively impacted by a common stock increase and additional dilution. On August 31, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250 shares of the Company’s common stock On October 5, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250 shares of the Company’s common stock. On October 11, 2016 Iconic Holdings converted $5,915 of convertible debt into 59,150 shares of the Company’s common stock. Share Transactions for the Year Ended December 31, 2017: On January 4, 2017, the Hillwinds Ocean Energy converted 70,000 shares of its common stock to 500 shares of Class B Preferred Stock. On January 5, 2017, Iconic Holdings converted $6,585 of convertible debt into 65,585 shares of the Company’s common stock. On July 5, 2017, Iconic Holdings converted $15,895 of convertible debt into 198,688 shares of the Company’s common stock. On July 13, 2017, a shareholder converted 1,000 Series B Preferred Shares into 200,000 shares of the Company’s common stock. On July 25, 2017, Iconic Holdings converted $18,950 of convertible debt into 236,875 shares of the Company’s common stock. On August 11, 2017, an investor converted 1,250 Series B Shares into 250,000 shares of the Company’s common stock. At December 31, 2017, the Company had 21,891,805 shares of common stock reserved for issuance relating to convertible debentures and Series D preferred stock. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Our Articles of Incorporation authorize us to issue up to 2,250,350 shares of preferred stock, $0.001 par value. Of the 2,250,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Two Hundred Forty Nine thousand Nine Hundred Ninety Nine (249,999), with a stated par value of $0.001 per share, the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two Million (2,000,000), with a stated par value of $0.001 per share and the total number of shares of Class C Preferred Shares the Corporation shall have the authority to issue is One (1), with a stated par value of $0.001 per share.. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company. As of December 31, 2017, we had 7,500 shares of our Class A preferred stock issued and outstanding. As of December 31, 2017, we had 164,781 shares of Class B preferred stock issued and outstanding. As of December 31, 2017, we had 1 shares of Class C Preferred Stock issued and outstanding. At December 31, 2017, we had 105 shares of Class D Preferred Stock issued and outstanding. The 7,500 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Class A Preferred Share. The 164.781 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each Class B Preferred Share. If all of our Class A Preferred Stock and Class B Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 33,106,200 shares. The 1 issued and outstanding share of Class C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO. The 210 issued and outstanding shares of Class D Preferred Stock are convertible into shares of common stock at a rate of 125% of the conversion amount at a price that is the lower of 110% of the volume weighted average prices (“VWAP”) of the common stock on the closing date, the VWAP of the common stock on the conversion date or the VWAP of the common stock on the date prior to the conversion date. for each one Class A Preferred Share. The shares of Class D Preferred Stock are convertible beginning 6 months from the issue date. At December 31, 2017, no shares of Class D Preferred Stock were eligible to be converted to common stock. The 210 issued and outstanding shares of Class D Preferred Stock are entitled to cumulative dividends at a rate of 5% of the face value of shares, or the number of shares multiplied by 1,000. The dividends accrue commencing on the issuance date of the preferred shares and accrue whether or not declared and whether or not there is sufficient earnings or surplus. The dividends are payable quarterly, with the first dividend date being December 31, 2017. The dividends are payable in cash or shares of common stock. At December 31, 2017, the Company has $666 in cumulative unpaid dividends. The Class A, Class B, Class C and Class D have a liquidation preference to the common shareholders. |
Warrant
Warrant | 12 Months Ended |
Dec. 31, 2017 | |
Warrant | |
Warrant | 8 . Warrant In connection with the $100,000 convertible debenture issued to HGT Capital, LLC, the Company issued a warrant to purchase 100,000 shares of the Company’s common stock at $1.00 per share. This warrant has not been exercised, is exercisable through April 15, 2020 and has a remaining life of 2.29 years. The intrinsic value of the warrant at December 31, 2017 was zero as the exercise price exceeded the closing stock price. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9 Related Party Transactions On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,439.50 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. Such note bears interest at a rate of 10% per annum payable in cash or kind at the option of the Company matures on April 1, 2018, and is convertible into Series B Preferred shares at the option of the holder at any time. On November 30, 2016, ViaOne Services, LLC (“ViaOne”) purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company to ViaOne. As additional advances were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated January 31, 2017 and March 1,, 2017, respectively. On May 5, 2017, ViaOne delivered a default notice to the Company pursuant to Section 6 of the Note Purchase Agreement but has subsequently extended the due date and has increased the funding up to One Million ($1,000,000) dollars. After giving the Company a fifteen (15) day notice period to cure the default under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG and ViaOne (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was subject of the Pledge Agreement. The Note as amended increased from time to time due to additional advances provided to the Company by ViaOne. On September 1, 2017, the Company executed an amended Employee Services Agreement with ViaOne which stipulated that ViaOne would continue providing to the Company services relating to the Company’s human resources, marketing, advertising, accounting and financing for a monthly management fee of $25,000. This agreement was amended on January 1, 2018 to continue until December 31, 2018. The accrued monthly management fees, $100,000 at December 31, 2017, are convertible by ViaOne into the Company’s common stock at rate of 125% of the accrued fees at a conversion price of (i) $0.05 per share; or (ii) the volume weighted adjusted price (“VWAP”) of the common stock on the 14th day of each month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month. At December 31, 2017, the total amount owed to ViaOne Services, was $838,796. The Company’s Chairman and Chief Executive Officer is the Chairman of ViaOne. The amount receivable from an affiliate of $700 was repaid in 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company has a net operating loss carried forward of $573,775 available to offset taxable income in future years which commence expiring in fiscal 2030. The U.S. Tax Reform Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and business. For businesses, the Act reduces the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. As a result of the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $80,329. As a result of the full valuation allowance on the net deferred tax assets, there was a corresponding adjustment to the valuation allowance for this same amount. Therefore, there is no impact on the Company’s 2017 earnings for the law change. In accordance with SAB 118, the Company has determined that there is no deferred tax benefit or expense with respect to the re-measurement of certain deferred tax assets and liabilities due to the full valuation allowance against net deferred tax assets. Additional analysis of the law and the impact to the Company will be performed and any impact will be recorded in the respective quarter in 2018, if applicable The significant components of deferred income tax assets and liabilities at December 31, 2017 and 2016 are as follows: 2017 2016 Net Operating Loss Carryforward $ 1,607,135 $ 573,775 Valuation allowance (1,607,135 ) $ (573,775 ) Net Deferred Tax Asset $ - $ - The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 21% and 35%, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2017 2016 Income tax recovery at statutory rate $ 217,006 $ 200,821 U.S. Tax Reform Act (80,329 ) - Valuation allowance change (136,677 $ (200,821 ) Provision for income taxes $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies HGT Capital LLC (“HGT”) has filed a lawsuit against the Company, claiming breach of contract due to a default on a $50,000 junior loan made by HGT to HDS International Corp., our predecessor, in 2015. The Company has retained counsel to represent it on this matter and responded with affirmative defenses in the Supreme Court of New York. HGT’s motion for summary judgment is scheduled for oral argument on May 31, 2018. The Company intends to vigorously contest such action. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On January 2, 2018, the Company purchased additional servers for $26,250. On January 8, 2018, Silver Linings Management converted 15,000 shares of Preferred B Shares into 3,000,000 Common Shares. On January 8, 2018, Britton & Associates converted 5,000 Preferred B Shares in 1,000,000 common shares. On January 9, 2018, ViaOne Services converted $200,000 its convertible note into 8,333,333 common shares. On January 12, 2018, SSB Trading converted 10,000 Preferred B into 2,000,000 common shares. On January 12, 2018, CGM Holdings converted 5,605 Preferred B shares into 1,211,000 common shares. On January 18, 2018, CGM Holdings converted 9,000 Preferred B shares into 1,800,000 common shares. On January 23, 2018, Iconic converted $65,155 of its converted note into 814,438 shares common shares. On January 26, 2018, Michael Tadin converted 5,000 Preferred B shares into 1,000,000 common shares. On February 9, 2018, Vik Grover converted 8,665 Preferred B shares into 1,733,000 common shares. On March 21, 2018, the Company announced the acquisition of Crypto Strategies Group as it diversifies into the cryptocurrency market. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Certain reclassifications have been made to prior-year amounts to conform to the current period presentation. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature. |
Intangible Assets | Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Beneficial Conversion Features | Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Derivative Liability | Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the statement of operations. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, 2017, the Company had 8,779,119 (2016 – 90,000,000) potentially dilutive shares from outstanding convertible debentures. |
Income Taxes | Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liabilities for uncertain tax positions. Unrecognized tax positions, if ever recognized in the financial statements, are recorded in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liabilities for uncertain tax positions. On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the “U.S. Tax Reform Act”) was enacted in the United States. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the effects of the U.S. Tax Reform Act under ASC 740. |
Financial Instruments | Financial Instruments ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument is categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at December 31, 2017 and 2016 as follows: Description Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 570,643 $ - $ - $ 570,643 Total $ 570,643 $ - $ - $ 570,643 Description Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 228,605 $ - $ - $ 228,605 Total $ 228,605 $ - $ - $ 228,605 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. |
Advertising Expenses | Advertising Expenses Advertising expenses are included in general and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $117,861 in advertising and promotion expenses in the year ended December 31, 2017. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when there is persuasive evidence of an arrangement, the product or service has been provided to the customer, the collection of our fees is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. Revenues primarily include revenues from microtransactions Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which was amended in 2015 and 2016. The new revenue recognition standard relates to revenue from contracts with customers and will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard, as amended, is effective for annual periods beginning December 15, 2017. The Company has evaluated the ASI and have concluded that the impact of adopting the standard on our financial statements and related disclosure was not material. The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at December 31, 2017 and 2016 as follows: Description Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 570,643 $ - $ - $ 570,643 Total $ 570,643 $ - $ - $ 570,643 Description Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 228,605 $ - $ - $ 228,605 Total $ 228,605 $ - $ - $ 228,605 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Schedule of Furniture and Fixtures | Furniture and fixtures consisted of the following: December 31, 2017 2016 Computers $ 14,992 $ 13,440 Accumulated Depreciation (4,832 ) (2,016 ) $ 10,160 $ 11,424 |
Schedule of Intangible Assets | The software consisted of the following: December 31, 2017 2016 Software $ 1,200,000 $ 1,200,000 Accumulated Amortization (450,000 ) (210,000 ) $ 750,000 $ 990,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | A summary of the activity of the derivative liability is shown below: Balance, December, 2015 $ 453,741 Change in value (225,136 Balance, December 31, 2016 228,605 Change in value 342,038 Balance, December 31, 2017 $ 570,643 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities at December 31, 2017 and 2016 are as follows: 2017 2016 Net Operating Loss Carryforward $ 1,607,135 $ 573,775 Valuation allowance (1,607,135 ) $ (573,775 ) Net Deferred Tax Asset $ - $ - |
Schedule of Components of Income Tax Expense | The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2017 2016 Income tax recovery at statutory rate $ 217,006 $ 200,821 U.S. Tax Reform Act (80,329 ) - Valuation allowance change (136,677 $ (200,821 ) Provision for income taxes $ - $ - |
Nature of Operations and Cont24
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | Feb. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Working capital deficiency | $ 1,649,751 | ||
Accumulated deficit | $ 4,889,020 | $ 3,509,373 | |
Reserve stock split | 1 for 1,000 basis | ||
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock shares authorized | 450,000,000 | 450,000,000 | |
Maximum [Member] | |||
Common stock shares authorized | 2,000,000,000 | ||
Preferred stock shares authorized | 450,000,000 | ||
Minimum [Member] | |||
Common stock shares authorized | 100,000,000 | ||
Preferred stock shares authorized | 2,250,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Earnings Per Share, Potentially Dilutive Securities | 8,779,119 | 90,000,000 | |
Income tax description | On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the U.S. Tax Reform Act) was enacted in the United States. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. | ||
U.S. corporate income tax rate | 35.00% | 35.00% | |
Reduced U.S. corporate income tax rate | 21.00% | 21.00% | |
Advertising and promotion expenses | $ 117,861 | ||
Estimated useful lives of intangible assets | 5 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative liability | $ 570,643 | $ 228,605 |
Total | 570,643 | 228,605 |
Level 1 [Member] | ||
Derivative liability | ||
Total | ||
Level 2 [Member] | ||
Derivative liability | ||
Total | ||
Level 3 [Member] | ||
Derivative liability | 570,643 | 228,605 |
Total | $ 570,643 | $ 228,605 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Assets [Abstract] | ||
Depreciation expenses | $ 2,816 | $ 2,016 |
Payment to acquire software | $ 1,200,000 | |
Estimated useful lives | 5 years | |
Amortization of intangible assets | $ 240,000 | $ 210,000 |
Other Assets - Schedule of Furn
Other Assets - Schedule of Furniture and Fixtures (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Computers | $ 14,992 | $ 13,440 |
Accumulated Depreciation | (4,832) | (2,016) |
Total | $ 10,160 | $ 11,424 |
Other Assets - Schedule of Inta
Other Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Software | $ 1,200,000 | $ 1,200,000 |
Accumulated Amortization | (450,000) | (210,000) |
Total | $ 750,000 | $ 990,000 |
Debt (Details Narrative)
Debt (Details Narrative) | Aug. 14, 2017USD ($) | Jul. 25, 2017USD ($) | Jul. 05, 2017USD ($) | Jun. 29, 2017USD ($) | Jun. 27, 2017USD ($) | Feb. 17, 2016USD ($) | Apr. 15, 2015USD ($) | Apr. 09, 2015USD ($) | Apr. 02, 2015USD ($) | Feb. 29, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) |
Proceeds of debt receivable | $ 18,000 | $ 166,700 | |||||||||||
Debt conversion, converted instrument, amount | $ 41,520 | $ 73,894 | |||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Debt instrument, convertible, conversion ratio | 0.20 | ||||||||||||
Proceeds of debt receivable | $ 60,000 | ||||||||||||
Due date | Aug. 31, 2017 | ||||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Debt conversion, converted instrument, amount | $ 18,950 | $ 15,895 | |||||||||||
Convertible Promissory Note [Member] | January 23, 2018 [Member] | |||||||||||||
Debt conversion, converted instrument, amount | $ 65,155 | ||||||||||||
Debt conversion, converted instrument, shares | shares | 125,001 | ||||||||||||
Convertible Debentures [Member] | |||||||||||||
Debt instrument, face amount | $ 25,000 | $ 100,000 | |||||||||||
Debt instrument, default rate | 0.00% | 0.00% | |||||||||||
Debt instrument, convertible, conversion ratio | 0.50 | ||||||||||||
Due date | Jun. 18, 2017 | Oct. 16, 2016 | Aug. 31, 2018 | ||||||||||
Note payable | $ 8,300 | ||||||||||||
Convertible Debentures [Member] | Iconic Holdings, LLC [Member] | |||||||||||||
Debt instrument, face amount | $ 600,000 | ||||||||||||
Debt instrument, default rate | 10.00% | ||||||||||||
Proceeds of debt receivable | $ 40,000 | ||||||||||||
Due date | Apr. 1, 2016 | ||||||||||||
Remitted amount during period | 30,000 | ||||||||||||
Original issue discount | 4,000 | ||||||||||||
Legal expenses | $ 6,000 | ||||||||||||
Convertible Debentures [Member] | Non-Related Party [Member] | |||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||
Repayment of convertible debt | $ 50,000 | ||||||||||||
Convertible debt payable | $ 50,000 | ||||||||||||
Debt instrument, default rate | 22.00% | ||||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Debt instrument, face amount | $ 27,000 | $ 100,000 | $ 100,000 | ||||||||||
Proceeds of debt receivable | $ 9,000 | ||||||||||||
Issue date | Feb. 18, 2016 | ||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||
Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||
Debt conversion price, percentage | 0.10% | ||||||||||||
Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||
Debt conversion price, percentage | 0.08% | ||||||||||||
Convertible Promissory Note [Member] | Iconic Holdings, LLC [Member] | |||||||||||||
Convertible debt payable | $ 100,000 | 100,000 | |||||||||||
Proceeds of debt receivable | $ 9,000 | $ 18,000 | |||||||||||
Convertible Promissory Note [Member] | Iconic Holdings, LLC [Member] | January 23, 2018 [Member] | |||||||||||||
Note payable | $ 100,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Liability [Abstract] | ||
Fair value assumptions, expected volatility rate | 431.50% | 170.00% |
Fair value assumptions, risk free interest rate | 1.81% | 0.85% |
Fair value assumptions, expected term | 1 year | 1 year |
Fair value assumptions, dividend yield | 0.00% | 0.00% |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability, beginning | $ 228,605 | $ 453,741 |
Change in value | 342,038 | (225,136) |
Derivative Liability, ending | $ 570,643 | $ 228,605 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Aug. 11, 2017 | Jul. 25, 2017 | Jul. 13, 2017 | Jul. 05, 2017 | Jan. 05, 2017 | Jan. 04, 2017 | Oct. 11, 2016 | Oct. 05, 2016 | Aug. 31, 2016 | Aug. 16, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 10, 2016 | Feb. 29, 2016 |
Shares converted into stock | 1,250 | |||||||||||||
Number of common shares issued for share conversion | 250,000 | |||||||||||||
Convertible debenture | $ 100,000 | |||||||||||||
Common stock, shares issued | 2,881,424 | 1,999,990 | ||||||||||||
Shares issued to settle debt | $ 41,520 | $ 73,894 | ||||||||||||
Common stock reserved for issuance | 21,891,805 | |||||||||||||
Iconic Holdings, LLC [Member] | ||||||||||||||
Convertible debenture | $ 100,000 | $ 25,000 | ||||||||||||
HOEL [Member] | ||||||||||||||
Shares converted into stock | 70,000 | |||||||||||||
Lender [Member] | ||||||||||||||
Common stock, shares issued | 70,050 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Shares converted into stock | 1,000 | 1,150 | ||||||||||||
Number of common shares issued for share conversion | 200,000 | 179,450 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Debt conversion, converted instrument, shares | 18,950 | 15,895 | 6,585 | 5,915 | 6,250 | 6,250 | ||||||||
Shares issued to settle debt | $ 236,875 | $ 198,688 | $ 65,585 | $ 59,150 | $ 62,500 | $ 62,500 | ||||||||
Class B Preferred Stock [Member] | ||||||||||||||
Shares converted into stock | 500 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock, authorized | 2,250,350 | |
Preferred stock, par value | $ 0.001 | |
Class A Preferred Stock [Member] | ||
Preferred stock, authorized | 2,250,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, issued | 7,500 | 7,500 |
Preferred stock, outstanding | 7,500 | 7,500 |
Preferred stock, conversion basis | 20 common shares | |
Conversion of preferred stock into common stock | 7,500 | |
Class B Preferred Stock [Member] | ||
Preferred stock, authorized | 249,999 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, issued | 164,781 | 161,529 |
Preferred stock, outstanding | 164,781 | 161,529 |
Preferred stock, conversion basis | 200 common shares | |
Conversion of preferred stock into common stock | 164,781 | |
Class C Preferred Stock [Member] | ||
Preferred stock, authorized | 1 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, issued | 1 | 1 |
Preferred stock, outstanding | 1 | 1 |
Preferred stock, voting rights | Class C Preferred Stock has voting rights equivalent to 51% | |
Class D Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, issued | 105 | 0 |
Preferred stock, outstanding | 105 | 0 |
Common stock conversion price, percentage | 125.00% | |
volume weighted average prices, percentage | 1.10 | |
Preferred stock cumulative dividend, percentage | 5.00% | |
Stock issued during period, shares | 1,000 | |
Cumulative unpaid dividends | $ 666 | |
Common Stock [Member] | ||
Share increase | 33,106,200 |
Warrant (Details Narrative)
Warrant (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Warrant | |
Convertible debt | $ 100,000 |
Warrants issued to purchase common stock | shares | 100,000 |
Exercise price of warrants | $ / shares | $ 1 |
Warrant exercisable period | Apr. 15, 2020 |
Warrant term | 2 years 3 months 15 days |
Warrant intrinsic value | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 01, 2017 | May 05, 2017 | Nov. 30, 2016 | Apr. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 02, 2017 | Jan. 31, 2017 |
Receivables from affiliate | $ (688,796) | |||||||
2018 [Member] | ||||||||
Receivables from affiliate | 700 | |||||||
Silver Linings Management, LLC [Member] | ||||||||
Due to related party | $ 13,440 | |||||||
Notes interest rate, percentage | 10.00% | |||||||
Debt maturity date | Apr. 1, 2018 | |||||||
ViaOne Services, LLC [Member] | ||||||||
Due to related party | 838,796 | |||||||
Proceeds from of secured promissory note | $ 150,000 | |||||||
Debt instrument, principal amount | $ 363,000 | $ 225,000 | ||||||
Increase in funding | $ 1,000,000 | |||||||
Management fees | $ 25,000 | |||||||
Accrued management fees | $ 100,000 | |||||||
Conversion price, percentage | 125.00% | |||||||
Conversion price, per share | $ 0.05 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 |
Net operating loss carryforward | $ 573,775 | |
Operating loss carryforwards expiration date | expiring in fiscal 2030 | |
Deferred tax asset | $ 80,329 | |
Corporate tax rate | 35.00% | 35.00% |
Reduced corporate tax rate | 21.00% | 21.00% |
Canada [Member] | ||
Statutory rate | 21.00% | |
United States [Member] | ||
Statutory rate | 35.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 1,607,135 | $ 573,775 |
Valuation allowance | (1,607,135) | (573,775) |
Net Deferred Tax Asset |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax recovery at statutory rate | $ 217,006 | $ 200,821 |
U.S. Tax Reform Act | (80,329) | |
Valuation allowance change | (136,677) | (200,821) |
Provision for income taxes |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss on contract termination for default | $ 50,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 09, 2018 | Jan. 26, 2018 | Jan. 23, 2018 | Jan. 18, 2018 | Jan. 12, 2018 | Jan. 09, 2018 | Jan. 08, 2018 | Jan. 02, 2018 | Aug. 11, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Conversion of shares | 1,250 | ||||||||||
Debt conversion, converted instrument, amount | $ 41,520 | $ 73,894 | |||||||||
Subsequent Event [Member] | |||||||||||
Purchase of additional servers | $ 26,250 | ||||||||||
Subsequent Event [Member] | Silver Linings Management, LLC [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 15,000 | ||||||||||
Subsequent Event [Member] | Silver Linings Management, LLC [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 3,000,000 | ||||||||||
Subsequent Event [Member] | Britton & Associates [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 5,000 | ||||||||||
Subsequent Event [Member] | Britton & Associates [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 1,000,000 | ||||||||||
Subsequent Event [Member] | ViaOne Services, LLC [Member] | |||||||||||
Debt conversion, converted instrument, shares | 8,333,333 | ||||||||||
Debt conversion, converted instrument, amount | $ 200,000 | ||||||||||
Subsequent Event [Member] | SSB Trading [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 10,000 | ||||||||||
Subsequent Event [Member] | SSB Trading [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 2,000,000 | ||||||||||
Subsequent Event [Member] | CGM Holdings [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 9,000 | 5,605 | |||||||||
Subsequent Event [Member] | CGM Holdings [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 1,800,000 | 1,211,000 | |||||||||
Subsequent Event [Member] | Iconic [Member] | |||||||||||
Debt conversion, converted instrument, shares | 5,000 | ||||||||||
Debt conversion, converted instrument, amount | $ 65,155 | ||||||||||
Subsequent Event [Member] | Michael Tadin [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 5,000 | ||||||||||
Subsequent Event [Member] | Michael Tadin [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 1,000,000 | ||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Preferred B Shares [Member] | |||||||||||
Conversion of shares | 8,665 | ||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Common Shares [Member] | |||||||||||
Conversion of preferred stock to common stock | 1,733,000 |