Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information | |
Document Type | S-1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2019 |
Entity Registrant Name | TWO HANDS Corp |
Entity Central Index Key | 0001494413 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 33 Davies Avenue |
Entity Address, Address Line Two | Level 2 Toronto |
Entity Address, City or Town | Ontario |
Entity Address, Postal Zip Code | M4M 2A9 |
City Area Code | 416 |
Local Phone Number | 357-0399 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash | $ 2,394 | $ 2,729 | $ 18,771 |
Taxes receivable | 8,131 | ||
Prepaid expense | 424,745 | ||
Total current assets | 10,525 | 427,474 | 18,771 |
Property and equipment, net | 2,967 | 2,300 | 1,694 |
Total assets | 13,492 | 429,774 | 20,465 |
Current liabilities | |||
Accounts payable and accrued liabilities | 54,220 | 70,062 | 251,679 |
Non-redeemable convertible notes, net | 73,329 | 489,610 | 164,763 |
Due to related party | 52,671 | 41,734 | |
Notes payable | 127,853 | 258,995 | |
Convertible note, net | 14,578 | ||
Derivative liabilities | 271,229 | ||
Total current liabilities | 413,356 | 740,196 | 717,171 |
Long-term liabilities | |||
Promissory note | 76,263 | ||
Promissory notes - related party | 172,874 | ||
Non-redeemable convertible notes, net | 633,491 | ||
Total long-term liabilities | 882,628 | ||
Total liabilities | 1,295,984 | 740,196 | 717,171 |
Commitments and Contingencies | |||
Stockholder's deficit | |||
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 0 issued and outstanding | |||
Common stock; $0.0001 par value; 3,000,000,000 shares authorized, 299,250 and 152,199 and 812 shares issued and outstanding, respectively | 31 | 16 | |
Shares to be issued | 345,174 | 469,218 | |
Additional paid-in capital | 35,077,063 | 31,895,258 | 23,288,538 |
Accumulated deficit | (36,359,586) | (32,550,870) | (24,454,462) |
Total stockholders' deficit | (1,282,492) | (310,422) | (696,706) |
Total liabilities and stockholders' deficit | $ 13,492 | $ 429,774 | $ 20,465 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 299,250 | 152,199 | 812 |
Common stock, shares outstanding | 299,250 | 152,199 | 812 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||||
Sales | $ 77,631 | $ 352,788 | $ 390,381 | $ 43,466 | ||
Operating expenses | ||||||
Bad debts | 6,200 | |||||
General and administrative | 1,200,174 | 2,889,262 | 2,413,793 | 3,744,931 | 4,528,437 | 892,549 |
Research and development | 0 | 0 | 361,200 | |||
Total expenses | 1,200,174 | 2,889,262 | 2,413,793 | 3,751,131 | 4,889,637 | 892,549 |
Loss from operations | (1,200,174) | (2,811,631) | (2,413,793) | (3,398,343) | (4,499,256) | (849,083) |
Other income (expense) | ||||||
Amortization of debt discount and interest expense | 41,416 | 28,754 | 108,003 | 74,493 | 108,752 | 28,784 |
Loss on settlement of debt | (131,679) | (1,904,700) | (1,128,259) | (2,229,100) | (3,488,400) | |
Initial derivative expense | 274,717 | |||||
Change in fair value of derivative liabilities | 221,394 | 116,056 | ||||
Total other income (expense) | 48,299 | (1,933,454) | (1,394,923) | (2,303,593) | (3,597,152) | (28,784) |
Net loss | $ (1,151,875) | $ (4,745,085) | $ (3,808,716) | $ (5,701,936) | $ (8,096,408) | $ (877,867) |
Net loss per common share - basic and diluted | $ (5.32) | $ (149.74) | $ (21.09) | $ (504.91) | $ (177.18) | $ (1,081.12) |
Weighted average number of common shares outstanding - basic and diluted | 216,707 | 31,688 | 180,581 | 11,293 | 45,695 | 812 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Of Stockholders' Equity Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Shares to be Issued [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Preferred stock balance, shares at Dec. 31, 2016 | ||||||
Common stock balance, shares at Dec. 31, 2016 | 812 | |||||
Balance, value at Dec. 31, 2016 | $ 5,468 | $ 23,288,538 | $ (23,576,595) | $ (282,589) | ||
Common stock issued for prepaid, value | ||||||
Stock-based compensation - officer, value | 463,750 | 463,750 | ||||
Net loss | (877,867) | $ (877,867) | ||||
Preferred stock balance, shares at Dec. 31, 2017 | 0 | |||||
Common stock balance, shares at Dec. 31, 2017 | 812 | 812 | ||||
Balance, value at Dec. 31, 2017 | $ 469,218 | $ 23,288,538 | $ (24,454,462) | $ (696,706) | ||
Rounding at reverse split | 2 | |||||
Common stock issued for stock payable, shares | 20 | |||||
Common stock issued for stock payable, value | $ (932,218) | $ 932,218 | ||||
Common stock issued to settle accounts payables and accrued liabilities, shares | 73 | |||||
Common stock issued to settle accounts payables and accrued liabilities, value | 237,618 | 237,618 | ||||
Common stock issued for prepaid, shares | 38,120 | |||||
Common stock issued for prepaid, value | $ 4 | 1,437,796 | 1,437,800 | |||
Common stock issued for services, shares | 42,000 | |||||
Common stock issued for services, value | $ 4 | 1,264,196 | 1,264,200 | |||
Common stock issued for officer and director compensation, shares | 36,000 | |||||
Common stock issued for officer and director compensation, value | $ 4 | 1,083,596 | 1,083,600 | |||
Common stock issued for conversion of notes, shares | 28,172 | |||||
Common stock issued for conversion of notes, value | $ 4 | 2,391,297 | 2,391,300 | |||
Stock-based compensation - officer, shares | ||||||
Stock-based compensation - officer, value | 524,638 | 524,638 | ||||
Net loss | (5,701,936) | (5,701,936) | ||||
Preferred stock balance, shares at Sep. 30, 2018 | ||||||
Common stock balance, shares at Sep. 30, 2018 | 145,199 | |||||
Balance, value at Sep. 30, 2018 | $ 15 | 61,638 | 30,635,259 | (30,156,398) | $ 540,514 | |
Preferred stock balance, shares at Dec. 31, 2017 | 0 | |||||
Common stock balance, shares at Dec. 31, 2017 | 812 | 812 | ||||
Balance, value at Dec. 31, 2017 | 469,218 | 23,288,538 | (24,454,462) | $ (696,706) | ||
Rounding at reverse split | 2 | |||||
Common stock issued for stock payable, shares | 20 | |||||
Common stock issued for stock payable, value | (932,218) | 932,218 | ||||
Common stock issued to settle accounts payables and accrued liabilities, shares | 73 | |||||
Common stock issued to settle accounts payables and accrued liabilities, value | 237,618 | 237,618 | ||||
Common stock issued for prepaid, shares | 38,120 | |||||
Common stock issued for prepaid, value | $ 4 | 1,437,796 | 1,437,800 | |||
Common stock issued for services, shares | 42,000 | |||||
Common stock issued for services, value | $ 4 | 1,264,196 | 1,264,200 | |||
Common stock issued for officer and director compensation, shares | 36,000 | |||||
Common stock issued for officer and director compensation, value | $ 4 | 1,083,596 | 1,083,600 | |||
Common stock issued for conversion of notes, shares | 35,172 | |||||
Common stock issued for conversion of notes, value | $ 4 | 3,651,296 | 3,651,300 | |||
Stock-based compensation - officer, shares | ||||||
Stock-based compensation - officer, value | 808,174 | 808,174 | ||||
Net loss | (8,096,408) | $ (8,096,408) | ||||
Preferred stock balance, shares at Dec. 31, 2018 | 0 | |||||
Common stock balance, shares at Dec. 31, 2018 | 152,199 | 152,199 | ||||
Balance, value at Dec. 31, 2018 | $ 16 | 345,174 | 31,895,258 | (32,550,870) | $ (310,422) | |
Preferred stock balance, shares at Jun. 30, 2018 | ||||||
Common stock balance, shares at Jun. 30, 2018 | 1,197 | |||||
Balance, value at Jun. 30, 2018 | $ 25,201,374 | $ (25,411,313) | $ (209,939) | |||
Rounding at reverse split | 2 | |||||
Common stock issued for prepaid, shares | 38,000 | |||||
Common stock issued for prepaid, value | $ 4 | $ 1,143,796 | $ 1,143,800 | |||
Common stock issued for services, shares | 42,000 | |||||
Common stock issued for services, value | $ 4 | 1,264,196 | 1,264,200 | |||
Common stock issued for officer and director compensation, shares | 36,000 | |||||
Common stock issued for officer and director compensation, value | $ 4 | 1,083,596 | 1,083,600 | |||
Common stock issued for conversion of notes, shares | 28,000 | |||||
Common stock issued for conversion of notes, value | $ 3 | 1,942,297 | 1,942,300 | |||
Stock-based compensation - officer, shares | ||||||
Stock-based compensation - officer, value | 61,638 | 61,638 | ||||
Net loss | (4,745,085) | (4,745,085) | ||||
Preferred stock balance, shares at Sep. 30, 2018 | ||||||
Common stock balance, shares at Sep. 30, 2018 | 145,199 | |||||
Balance, value at Sep. 30, 2018 | $ 15 | 61,638 | 30,635,259 | (30,156,398) | $ 540,514 | |
Preferred stock balance, shares at Dec. 31, 2018 | 0 | |||||
Common stock balance, shares at Dec. 31, 2018 | 152,199 | 152,199 | ||||
Balance, value at Dec. 31, 2018 | $ 16 | 345,174 | 31,895,258 | (32,550,870) | $ (310,422) | |
Stock-based compensation - officer, shares | 104,387 | |||||
Stock-based compensation - officer, value | $ 11 | (337,174) | 1,819,189 | 1,482,026 | ||
Common stock issued for conversion of non-redeemable convertible notes, shares | 24,200 | |||||
Common stock issued for conversion of non-redeemable convertible notes, value | $ 2 | 1,131,598 | 1,131,600 | |||
Common stock issued for conversion of convertible notes, shares | 8,600 | |||||
Common stock issued for conversion of convertible notes, value | $ 1 | 63,159 | 63,160 | |||
Stock based compensation - consulting, shares | 200 | |||||
Stock based compensation - consulting, value | (8,000) | 15,000 | 7,000 | |||
Stock issued for debt settlement, shares | 5,910 | |||||
Stock issued for debt settlement, value | $ 1 | 31,911 | 31,912 | |||
Stock issued for debt settlement - officer, shares | 1,524 | |||||
Stock issued for debt settlement - officer, value | 9,448 | 9,448 | ||||
Stock issued for cash, shares | 2,230 | |||||
Stock issued for cash, value | 111,500 | 111,500 | ||||
Net loss | (3,808,716) | $ (3,808,716) | ||||
Preferred stock balance, shares at Sep. 30, 2019 | 0 | |||||
Common stock balance, shares at Sep. 30, 2019 | 299,250 | 299,250 | ||||
Balance, value at Sep. 30, 2019 | $ 31 | 35,077,063 | (36,359,586) | $ (1,282,492) | ||
Preferred stock balance, shares at Jun. 30, 2019 | ||||||
Common stock balance, shares at Jun. 30, 2019 | 197,009 | |||||
Balance, value at Jun. 30, 2019 | $ 21 | 33,831,753 | (35,207,711) | (1,375,937) | ||
Stock-based compensation - officer, shares | 74,387 | |||||
Stock-based compensation - officer, value | $ 7 | 916,193 | 916,200 | |||
Common stock issued for conversion of non-redeemable convertible notes, shares | 10,000 | |||||
Common stock issued for conversion of non-redeemable convertible notes, value | $ 1 | 133,599 | 133,600 | |||
Common stock issued for conversion of convertible notes, shares | 8,600 | |||||
Common stock issued for conversion of convertible notes, value | $ 1 | 63,159 | 63,160 | |||
Stock issued for debt settlement, shares | 5,910 | |||||
Stock issued for debt settlement, value | $ 1 | 31,911 | 31,912 | |||
Stock issued for debt settlement - officer, shares | 1,524 | |||||
Stock issued for debt settlement - officer, value | 9,448 | 9,448 | ||||
Stock issued for cash, shares | 1,820 | |||||
Stock issued for cash, value | 91,000 | 91,000 | ||||
Net loss | (1,151,875) | $ (1,151,875) | ||||
Preferred stock balance, shares at Sep. 30, 2019 | 0 | |||||
Common stock balance, shares at Sep. 30, 2019 | 299,250 | 299,250 | ||||
Balance, value at Sep. 30, 2019 | $ 31 | $ 35,077,063 | $ (36,359,586) | $ (1,282,492) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||||
Net loss | $ (3,808,716) | $ (5,701,936) | $ (8,096,408) | $ (877,867) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities | ||||
Depreciation and amortization | 949 | 808 | 1,138 | 283 |
Bad debt | 6,200 | |||
Stock-based compensation | 1,489,026 | 2,872,438 | 3,155,974 | 463,750 |
Amortization of debt discount | 108,003 | 74,493 | 108,752 | 28,784 |
Loss on settlement of debt | (1,128,259) | (2,229,100) | (3,488,400) | |
Initial derivative expense | 274,717 | |||
Change in fair value of derivative liabilities | 116,056 | |||
Change in operating assets and liabilities | ||||
Accounts receivable | 8,131 | 40,032 | (10,188) | |
Prepaid expense | (424,744) | (285,335) | (1,013,055) | |
Accounts payable and accrued liabilities | 103,487 | 73,610 | 93,800 | 213,448 |
Net cash used in operating activities | (403,718) | (199,984) | (235,289) | (161,414) |
Cash flows from investing activities | ||||
Purchase of property and equipment | 1,616 | 1,743 | 1,743 | 1,977 |
Net cash used in investing activities | (1,616) | (1,743) | (1,743) | (1,977) |
Cash flow from financing activities | ||||
Advance by related party | 93,488 | 59,668 | 127,043 | 39,881 |
Repayment of advances to related party | 51,253 | 66,990 | 153,906 | 12,946 |
Proceeds from notes payable | 183,644 | 195,691 | 247,853 | 153,947 |
Repayments of notes payable | 107,380 | |||
Proceeds from convertible note | 175,000 | |||
Proceeds from issuance of common stock | 111,500 | |||
Net cash provided by financing activities | 404,999 | 188,369 | 220,990 | 180,882 |
Net change in cash | (335) | (13,358) | (16,042) | 17,491 |
Cash, beginning of the period | 2,729 | 18,771 | 18,771 | 1,280 |
Cash, end of the period | 2,394 | 5,413 | 2,729 | 18,771 |
Cash paid during the year: Interest paid | ||||
Cash paid during the year: Income taxes paid | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||
Issue of shares for prepaid expense | 1,437,800 | 1,437,800 | ||
Issue of shares to settle accounts payable and accrued liabilities | 41,360 | 237,616 | 237,618 | |
Issue of non-redeemable convertible notes to settle notes payable | 127,853 | 378,995 | 378,995 | |
Issue of shares to settle non-redeemable convertible notes | 1,131,600 | 162,220 | 162,900 | |
Issue of shares to settle convertible note | 63,160 | |||
Issue of shares to settle shares to be issued | 911,000 | 932,218 | $ 932,218 | |
Transfer of trade accounts payable to due to related party | 11,817 | |||
Transfer of accrued compensation to promissory note | 103,952 | |||
Transfer of advances to promissory note | 68,924 | |||
Transfer of notes payable to promissory note | 76,263 | |||
Initial debt discount from derivative | $ 175,000 |
Nature Of Operations And Basis
Nature Of Operations And Basis Of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Nature Of Operations And Basis Of Presentation | ||
Nature of Operations and Basis of Presentation | NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION Two Hands Corporation (formerly Innovative Product Opportunities Inc.) (the "Company") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31. From inception (April 3, 2009) until June 30, 2014 our business was a product development firm creating products designed, prototyped and produced in numerous industries including consumer and household goods, office products, furniture, and toys. On March 1, 2012 the Company entered into a license agreement with Szar International, Inc. (dba Cigar & Spirits Magazine) (“Cigar & Spirits”). The agreement granted the Company the right to market the products of Cigar & Spirits including but not limited to the sales, promotion, and advertising vehicles of the Magazine. On July 8, 2013, The Company received written notice that Cigar & Spirits will cancel the license agreement on August 1, 2013. Since July 1, 2014, our business is a research and product development firm. Over the past few years we have specialized in computer vision and gesture recognition technologies. We have leveraged our relationship with our product development team of programmers and designers to implement our vision for building a state of the art co-parenting application. The Two Hands Application launched on July 25, 2018. On February 20, 2019, the Company announced the launch of its application, Two Hands Gone, a new encrypted messaging app. The Company is also in the business of assisting clients in developing brand strategies. The Company executes and/or oversees the research, planning, pricing, creative development, tracking and deployment of all digital advertising projects needed to promote client products and services. On January 17, 2019, the Company entered into an agreement to purchase a 100% interest in the Colombian License held by Plantro Inc S.A.S. The transaction is subject to the Company’s satisfaction that it can acquire the License free and clear of all encumbrances, completion of due diligence, receipt of any third-party consents and there being no material adverse change in the License. The Company has agreed to issue ten million (10,000,000) restricted shares of its common stock and pay a royalty of 15% of net income, calculated in accordance with US GAAP, earned from the License to Plantro Inc S.A.S. The transaction was originally expected to close on February 15, 2019. On February 27, 2019, the Company announced the closing of the transaction was extended to the week of April 4, 2019 to satisfy the conditions placed on Plantro Inc S.A.S. We currently believe that the transaction will close by the end of the first quarter of 2020. The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Canada. | NOTE 1 - NATURE OF OPERATIONS Two Hands Corporation (formerly Innovative Product Opportunities Inc.) (the "Company") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31. From inception (April 3, 2009) until June 30, 2014 our business was a product development firm creating products designed, prototyped and produced in numerous industries including consumer and household goods, office products, furniture, and toys. On March 1, 2012 the Company entered into a license agreement with Szar International, Inc. (dba Cigar & Spirits Magazine) (“Cigar & Spirits”). The agreement granted the Company the right to market the products of Cigar & Spirits including but not limited to the sales, promotion, and advertising vehicles of the Magazine. On July 8, 2013, The Company received written notice that Cigar & Spirits will cancel the license agreement on August 1, 2013. Since July 1, 2014, our business is a research and product development firm. Over the past few years we have specialized in computer vision and gesture recognition technologies. We have leveraged our relationship with our product development team of programmers and designers to implement our vision for building a state of the art co-parenting application. The Two Hands Application launched on July 25, 2018. On February 20, 2019, the Company announced the launch of its application, Two Hands Gone, a new encrypted messaging app. The Company is also in the business of working with other independent contractors to build brand awareness campaigns for clients and their products. The Company provides assistance in building brand awareness for the products it sells through its internet website, out-of-home, mobile, online and other media outlets as required. Additionally, the Company develops the creative media to support the client’s media buys. The Company also assists Clients in developing and assisting in matters of developing brand strategies and discussions pertaining thereof. The Company executes and/or oversee the research, planning, pricing, creative development, tracking and deployment of all online and out-of-home advertising projects needed to promote client products and services. The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Canada. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2018 of Two Hands Corporation in our Form 10-K filed on April 1, 2019. The interim financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of Two Hands Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Reclassification On the condensed consolidated statements of operations for the nine months ended September 30, 2018, stock-based compensation – salaries and stock-based compensation - services previously reported separately were combined and reported as general and administration expense. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2019, the Company incurred a net loss of $3,808,716 and used cash in operating activities of $403,718, and at September 30, 2019, had a stockholders’ deficit of $1,282,492 These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future. PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. During the nine months ended September 30, 2019 and 2018, the Company had revenue of $0 and $275,157, respectively. During 2018 100% of revenue was earned from one customer. The contract with this customer ended in November 2018. The Company recognized revenue from services provided for brand awareness campaigns for the client and their products. Revenue is recognized based on time spent on the project at an agreed upon hourly rate and as recoverable disbursements are incurred. RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At September 30, 2019 and 2018, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, stock payable and warrants of 7,120,538,388 shares and 4,674,514,415 shares, respectively, as their effect would have been anti-dilutive. At September 30, 2019, common stock equivalents exceeds authorized shares of common stock of the Company. FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company early adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in June 2018. The early adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements. Prior to the early adoption of ASU 2018-07 in June 2018, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock- based compensation at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2019 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 271,229 RECENT ACCOUNTING PRONOUNCEMENTS Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. | BASIS OF PRESENTATION The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended December 31, 2018, the Company incurred a net loss of $8,096,408 and used cash in operating activities of $235,289, and at December 31, 2018, had a stockholders’ deficit of $310,422. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Officer and others, and the use of equity to pay some operating expenses. The Company's officers and directors have not committed to advancing certain operating costs of the Company. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. During the years ended December 31, 2018 and 2017, the Company had revenue of $390,381 and $43,466, respectively. During 2018 100% of revenue was earned from one customer. The contract with this customer ended in November 2018. The Company recognized revenue from services provided for brand awareness campaigns for the client and their products. Revenue is recognized based on time spent on the project at an agreed upon hourly rate and as recoverable disbursements are incurred. RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At December 31, 2018 and 2017, we excluded the common stock issuable upon conversion of convertible promissory notes of 4,674,514,415 shares and 206,301,000 shares, respectively, as their effect would have been anti-dilutive. FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company early adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in June 2018. The early adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements. Prior to the early adoption of ASU 2018-07 in June 2018, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock-based compensation at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016-02, Leases. In June 2018, the FASB issued ASU 2018-07— Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements |
Non-redeemable Convertible Note
Non-redeemable Convertible Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Non-redeemable Convertible Notes | ||
Non-redeemable Convertible Notes | NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. The issue price of the Note is $42,189 with a face value of $54,193 and the Note has an original maturity date of December 31, 2014 which is subject to automatic renewal. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one year anniversary of the Note until the Note has been paid in full. During the nine months ended September 30, 2019, the Company elected to convert $1,820 of principal and interest into 18,200 shares of common stock of the Company at a fixed conversion prices of $0.10 per share. This conversion resulted in a loss on debt settlement of $1,092,580 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $1,779 and $2,343 for the nine months ended September 30, 2019 and 2018, respectively and $599 and $789 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $11,851 (face value of $12,450 less $599 unamortized discount) and $11,892 (face value of $11,892 less $0 unamortized discount), respectively. On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and an original maturity date of December 31, 2017 which is subject to automatic renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $3,429 and $7,516 for the nine months ended September 30, 2019 and 2018, respectively and $1,156 and $22,304 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $26,352 (face value of $27,508 less $1,156 unamortized discount) and $22,923 (face value of $22,923 less $0 unamortized discount), respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. The issue price of the Note is $14,930 with a face value of $17,916 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $2,680 and $2,219 for the nine months ended September 30, 2019 and 2018, respectively and $903 and $767 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $20,596 (face value of $21,499 less $903 unamortized discount) and $17,916 (face value of $17,916 less $0 unamortized discount), respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. The issue price of the Note is $244,065 with a face value of $292,878 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $43,811 and $36,269 for the nine months ended September 30, 2019 and 2018, respectively and $14,764 and $12,544 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $336,690 (face value of $351,454 less $14,764 unamortized discount) and $292,879 (face value of $292,879 less $0 unamortized discount), respectively. On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. During the nine months ended September 30, 2019, the Company elected to convert $600 of principal and interest into 6,000 shares of common stock of the Company at a fixed conversion prices of $0.10 per share. This conversion resulted in a loss on debt settlement of $36,600 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $8,078 and $5,851 for the nine months ended September 30, 2019 and 2018, respectively and $2,722 and $3,149 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $61,478 (face value of $64,200 less $2,722 unamortized discount) and $54,000 (face value of $54,000 less $0 unamortized discount), respectively. On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. The issue price of the Note is $35,000 with a face value of $42,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $2,117 and $4,259 for the nine months ended September 30, 2019 and 2018, respectively and $6,283 and $2,741 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $48,283 (face value of $50,400 less $2,117 unamortized discount) and $42,000 (face value of $42,000 less $0 unamortized discount), respectively. On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $7,180 and $1,248 for the nine months ended September 30, 2019 and 2018, respectively and $2,420 and $1,248 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $55,180 (face value of $57,600 less $2,420 unamortized discount) and $48,000 (face value of $48,000 less $0 unamortized discount), respectively. On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. The issue price of the Note is $106,968 with a face value of $128,362 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $15,501 and $0 for the nine months ended September 30, 2019 and 2018, respectively and $5,893 and $0 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $122,469 (face value of $128,362 less $5,893 unamortized discount) and $0, respectively. On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $3,036 and $0 for the nine months ended September 30, 2019 and 2018, respectively and $1,154 and $0 for the three months ended September 30, 2019 and 2018, respectively. At September 30, 2019 and December 31, 2018, the carrying amount of the Note is $23,921 (face value of $25,062 less $1,141 unamortized discount) and $0, respectively. | NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. The issue price of the Note is $42,189 with a face value of $54,193 and the Note has a maturity date of December 31, 2014. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one year anniversary of the Note until the Note has been paid in full. During 2014, 2015 and 2016, the Company elected to convert $56,182 of principal and interest into 41 shares of the Company’s common stock. During 2018, the Company elected to convert $6,900 of principal and interest into 23,092 shares of common stock of the Company at a fixed conversion prices of $0.10 per share. This conversion resulted in a loss on debt settlement of $3,103,200 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $3,132 and $2,610 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $11,892 (face value of $11,892 less $0 unamortized discount) and $15,660 (face value of $15,660 less $0 unamortized discount), respectively On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). In addition on September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and maturity date of December 31, 2017. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The modification of the Note has been accounted for as debt extinguishment and the issuance of a new debt instrument. Accordingly, in connection with extinguishment of the original debt, the Company recognized a $207,764 gain with a related party as an increase in additional paid-in capital in the consolidated statement of equity. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2018. The outstanding face value of the Note shall increase by another 20% on January 1, 2019 and again on each one year anniversary of the Note until the Note has been paid in full. During 2016, the Company elected to convert $60,000 of principal and interest of the non-redeemable convertible note due to DC Design into 40 shares of common stock of the Company. During 2018, the Company elected to convert $156,000 of principal and interest of a non-redeemable convertible note due to DC Design into 12,080 shares of common stock of the Company. These conversion resulted in a loss on debt settlement of $385,200 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $29,821 and $26,173 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $22,923 (face value of $22,923 less $0 unamortized discount) and $149,102 (face value of $149,102 less $0 unamortized discount), respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. The issue price of the Note is $14,930 with a face value of $17,916 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The consolidated statement of operations includes interest expense of $2,986 and $0 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $17,916 (face value of $17,916 less $0 unamortized discount) and $0, respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. The issue price of the Note is $244,065 with a face value of $292,878 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The consolidated statement of operations includes interest expense of $48,813 and $0 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $292,879 (face value of $292,879 less $0 unamortized discount) and $0, respectively. On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The consolidated statement of operations includes interest expense of $9,000 and $0 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $54,000 (face value of $54,000 less $0 unamortized discount) and $0, respectively. On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. The issue price of the Note is $35,000 with a face value of $42,000 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The consolidated statement of operations includes interest expense of $7,000 and $0 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $42,000 (face value of $42,000 less $0 unamortized discount) and $0, respectively. On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The consolidated statement of operations includes interest expense of $8,000 and $0 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017 the carrying amount of the Note is $48,000 (face value of $48,000 less $0 unamortized discount) and $0, respectively. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Notes Payable | ||
Notes Payable | NOTE 4 – NOTES PAYABLE As of September 30, 2019 and December 31, 2018, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $0 and $127,853, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment. On September 30, 2019, the Company issued promissory notes to settle notes payable of $76,263 (See Note 5). | NOTE 4 - NOTES PAYABLE As of December 31, 2018 and 2017, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $127,853 and $258,995, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | NOTE 6 - INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: 2018 2017 Net loss before income taxes per consolidated financial statements $ (8,096,408 ) $ (877,867 ) Income tax rate 21 % 35 % Income tax recovery (1,700,300 ) (307,300 ) Non-deductible share-based payments 662,800 162,300 Non-deductible interest 22,800 10,100 Loss on settlement of debt 732,600 — Valuation allowance change 282,100 134,900 Income tax expense (recovery) $ — $ — The significant component of deferred income tax assets at December 31, 2018 and 2017 is as follows: 2018 2017 Net operating loss carry-forward $ 588,900 $ 306,800 Valuation allowance (588,900 ) (306,800 ) Net deferred income tax asset $ — $ — During the ended December 31, 2017, the deferred tax asset was decreased by $201,400 for the reduction in the enacted U.S Federal corporate tax rate from 35% in 2017 to 21% in 2018. The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income. As of December 31, 2018 and 2017 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended December 31, 2018 and 2017 and no interest or penalties have been accrued as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company did not have any amounts recorded pertaining to uncertain tax positions. The tax years from 2009 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2019 | |
Promissory Notes | |
Promissory Notes | NOTE 5 – PROMISSORY NOTES As of September 30, 2019 and December 31, 2018, promissory notes with principal and interest totaling $249,137 and $0, respectively, were outstanding. Promissory notes bear interest of 10% per annum, are unsecured and mature on December 31, 2021. Included in promissory notes is principal and interest of $172,874 due to Nadav Elituv, the Company's Chief Executive Officer. |
Convertible Note
Convertible Note | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 6 – CONVERTIBLE NOTE On March 1, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $200,000 less an original issue discount of $20,000 and transaction costs of $5,000 bearing a 7% annual interest rate and maturing September 1, 2020 for $175,000 in cash. The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. During the three and nine months ended September 30, 2019, the Holder converted 8,600 shares of common stock of the Company with a fair value of $63,160 to settle principal of $40,314. The conversions resulted in the settlement of derivative liabilities of $63,432 and a gain on settlement of debt of $921. At September 30, 2019, the Note was recorded at amortized cost of $14,578 comprised of principal of $159,686 plus accrued interest of $7,938 less debt discount of $153,046. |
Convertible Promissory Note Der
Convertible Promissory Note Derivative Liability | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Convertible Promissory Note Derivative Liability | NOTE 7 - CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY The Senior Convertible Note with Firstfire Global Opportunities Fund, LLC with an issue date of March 1, 2019 was accounted for under ASC 815. The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liabilities have been measured at fair value at March 1, 2019, June 30, 2019 and September 30, 2019 using the binomial model. The inputs into the binomial models are as follows: March 1, 2019 June 30, 2019 September 30, 2019 Closing share price $ 90.00 $ 69.00 $ 3.10 Conversion price $ 36.40 $ 28.40 $ 1.80 Risk free rate 2.55 % 2.00 % 2.00 % Expected volatility 403 % 407 % 317 % Dividend yield 0 % 0 % 0 % Expected life 1.51 years 1.18 years 0.92 years The fair value of the conversion option derivative liability was $380,919, of which $175,000 was recorded as a debt discount and the remainder of $205,919 was recorded as initial derivative expense, and $268,310 at March 1, 2019 and September 30, 2019, respectively. The decrease in the fair value of the conversion option derivative liability of $112,609 is recorded as a gain in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2019. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Warrant Liability | In conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC (the “Note”) on March 1, 2019, the Company issued 1,000,000 warrants with an exercise price of $0.20 and a term of two years. The warrants are subject to down round and other anti-dilution protections. The warrant is tainted and classified as a liability as a result of the issuance of the Note since there is a possibility during the life of the warrant the Company would not have enough authorized shares available if the warrant is exercised. The Company’s warrant liability has been measured at fair value at March 1, 2019 and September 30, 2019 using the binomial model. The inputs into the binomial models are as follows: March 1, 2019 June 30, 2019 September 30, 2019 Closing share price $ 70.00 $ 69.00 $ 3.10 Exercise price $ 0.20 $ 0.20 $ 0.20 Risk free rate 2.27 % 2.00 % 2.00 % Expected volatility 364 % 376 % 402 % Dividend yield 0 % 0 % 0 % Expected life 2.0 years 1.68 years 1.42 years The fair value of the warrant liability is $68,798, which was recorded as initial derivative expense, and $2,919 at March 1, 2019 and September 30, 2019, respectively. The decrease in the fair value of the warrant liability of $65,879 is recorded as a gain in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2019. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions | ||
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS As of September 30, 2019 and 2018, advances and accrued salary of $0 and $52,671, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment. On September 30, 2019, the Company issued promissory notes to settle advances and accrued salary of $172,874 (See Note 5). Employment Agreements On July 1, 2017, the Company executed an employment agreement for the period from July 1, 2017 to June 30, 2018 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 20 shares of Common Stock of the Company with a fair value of $926,000 ($46,300 per share). On September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. Stock-based compensation – salaries expense related to these employment agreements for the nine months ended September 30, 2019 and 2018 is $1,474,026 and $1,126,638, respectively. Stock-based compensation – salaries expense was recognized ratably over the requisite service period. | NOTE 5 – DUE TO RELATED PARTY As of December 31, 2018 and 2017, advances of $52,671 and $41,734, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment. Employment Agreements On July 1, 2016, the Company executed an employment agreement for the period from July 1, 2016 to June 30, 2017 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 15 shares of Common Stock of the Company with a fair value of $1,500 ($100.00 per share) and an annual salary of $360,000 payable monthly on the first day of each month from available funds. On July 1, 2017, the Company executed an employment agreement for the period from July 1, 2017 to June 30, 2018 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 20,000 shares of Common Stock of the Company with a fair value of $926,000 ($46.30 per share). On September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. Stock-based compensation – salaries expense related to these employment agreements for the years ended December 31, 2018 and 2017 is $1,410,174 and $463,750, respectively. Stock-based compensation – salaries expense is recognized ratably over the requisite service period. At December 31, 2018, 18,532,423 shares of common stock under the September 10, 2018 employment agreement has not vested. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stockholders Deficit | ||
Stockholders' Deficit | NOTE 10 - STOCKHOLDERS’ DEFICIT The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) shares as Series A Convertible Preferred Stock (“Series A Stock”). Each share of Series A Stock is (i) convertible into one thousand (1,000) shares of common stock of the Company and (ii) entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). On November 5, 2019, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on November 18, 2019. On December 11, 2019 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on December 12, 2019. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split. During the nine months ended September 30, 2019, the Company elected to convert $2,420 of principal and interest of non-redeemable convertible notes into 24,200 shares of common stock of the Company valued at $1,131,600. The conversions resulted in a loss on settlement of debt of $1,129,180. During the nine months ended September 30, 2019, the Holder of the Convertible Note elected to convert $40,314 of principal and debt discount of $38,665 into 8,600 shares of common stock of the Company with a fair value of $63,160. The conversions resulted in the settlement of derivative liabilities of $62,432 and a gain on settlement of debt of $921. During the nine months ended September 30, 2019, the Company issued 100 shares of common stock to settle shares to be issued (stock payable) valued at $8,000 ($80.00 per share). During the nine months ended September 30, 2019, the Company issued 100 shares of common stock valued at $7,000 ($70.00 per share) for the services. During the nine months ended September 30, 2019, the Company issued 5,910 shares of common stock valued at $31,912 ($5.40 per share), to settle accounts payable. During the nine months ended September 30, 2019, the Company issued 30,000 shares of common stock to settle shares to be issued (stock payable) valued at $903,000 ($30.10 per share), which has been recorded ratably over the contract period of July 1, 2018 to June 30, 2019, for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company. During the nine months ended September 30, 2019, the Company issued 24,387 shares of common stock valued at $151,200 ($6.20 per share), to fully settle salary payable, for the period July 1, 2019 to June 30, 2020, due to Nadav Elituv, the Chief Executive Officer of the Company. During the nine months ended September 30, 2019, the Company issued 50,000 shares of common stock valued at $765,000 ($15.30 per share) for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company. During the nine months ended September 30, 2019, the Company issued 1,524 shares of common stock valued at $9,448 ($6.20 per share), to settle advances payable due to Nadav Elituv, the Chief Executive Officer of the Company. During the nine months ended September 30, 2019, the Company issued 2,230 shares of common stock for $111,500 in cash. Shares to be issued As at September 30, 2019 and December 31, 2018, the Company had an obligation to issue 0 shares of common stock and 11,468 shares of common stock, respectively, for stock-based compensation –salaries (see Note 9). 2015 Stock Option Plan On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Under the plan, a total of 1 share of authorized common stock have been reserved for issuance pursuant to grants approved by the Board of Directors. The plan requires stock options to have a maximum term of ten years and may be subject to certain vesting requirements. Stock option are to be priced at no less than 70% of the market value of the Company's common stock on the option's grant date. If a grant to a person who own shares representing more than 10% of the voting power of all classes of shares of the Company, stock option are to be priced at no less than 100% of the market value of the Company's common stock on the option's grant date. No stock options have been granted since the inception of the 2015 Plan. During the years ended December 31, 2016 and 2015, awards for 433 shares of common stock were granted and on September 30, 2019 a total of 1 share of common stock available for grant. At September 30, 2019, there were no outstanding stock awards. | NOTE 7 - STOCKHOLDERS' EQUITY The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) shares as Series A Convertible Preferred Stock. No preferred shares have been issued. On August 20, 2018, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 500 basis. We filed the Amendment with the Delaware Secretary of State on August 27, 2018. On September 7, 2018 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on September 10, 2018. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split. On November 5, 2019, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on November 18, 2019. On December 11, 2019 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on December 12, 2019. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split. During 2018, the Company elected to convert $162,900 of principal and interest of non-redeemable convertible notes into 35,172 shares of common stock of the Company valued at $3,651,300. The conversions resulted in a loss on settlement of debt of $3,488,400. On February 7, 2018, the Company issued 50 shares of common stock valued at $190,000 ($3,800 per share) to settle accrued liabilities for salary of $180,000 and shares to be issued of $10,000 due to the Nadav Elituv, the Chief Executive Officer of the Company. On May 22, 2018, the Company issued 17 shares of common stock to settle shares to be issued (stock payable) valued at $922,218, which has been recorded over the contract period ended June 30, 2018, for stock based compensation due to the Nadav Elituv, the Chief Executive Officer of the Company. On May 22, 2018, the Company issued 26 shares of common stock valued at $57,618 ($2,250 per share) for accounts payable of $57,618. On June 26, 2018, the Company issued 120 shares of common stock valued at $294,000 ($2,450 per share) for the services to be provided in a period of June 26, 2018 to December 31, 2018. On September 10, 2018, the Company issued 20,000 shares of common stock valued at $602,000 ($30.10 per share) to the Nadav Elituv, the Chief Executive Officer of the Company for officer compensation. On September 10, 2018, the Company issued 16,000 shares of common stock valued at $481,600 ($30.10 per share) to the Brandon Milner, a Director of the Company. On September 10, 2018, the Company issued 18,000 shares of common stock valued at $541,800 ($30.10 per share) for the services to be provided in a period of September 10, 2018 to December 31, 2018. On September 10, 2018, the Company issued 20,000 shares of common stock valued at $602,000 ($30.10 per share) for the services to be provided in a period of September 10, 2018 to September 10, 2019. On September 10, 2018, the Company issued 42,000 shares of common stock valued at $1,264,200 ($30.10 per share) for the consulting services. Shares to be issued As at December 31, 2018 and 2017, the Company had total shares to be issued for 11,468 shares of common stock and 11 shares of common stock, respectively, for stock-based compensation –salaries (see Note 5). 2015 Stock Option Plan On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Under the plan, a total of 1 share of authorized common stock have been reserved for issuance pursuant to grants approved by the Board of Directors. The plan requires stock options to have a maximum term of ten years and may be subject to certain vesting requirements. Stock options are to be priced at no less than 70% of the market value of the Company's common stock on the option's grant date. If a grant to a person who own shares representing more than 10% of the voting power of all classes of shares of the Company, stock options are to be priced at no less than 100% of the market value of the Company's common stock on the option's grant date. No stock options have been granted since the inception of the 2015 Plan. During the years ended December 31, 2016 and 2015, awards for 433 shares of common stock were granted and on December 31, 2018 a total of 1 share of common stock were available for grant. At December 31, 2018 and 2017, there were no outstanding stock awards. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS From October 1, 2019 to November 8, 2019, the Company elected to convert $10,550 of principal and interest of non-redeemable convertible notes into 105,500 shares of common stock of the Company with a fair value of $170,150. From October 1, 2019 to November 8, 2019, the Holder of the Convertible note elected to convert $41,130 of principal into 62,000 shares of common stock of the Company with a fair value of $80,800. On November 1, 2019, the Company issued 30,000 shares of Series A Convertible Preferred Stock for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company. | NOTE 8 – SUBSEQUENT EVENTS License On January 17, 2019, the Company entered into an agreement to purchase a 100% interest in the Colombian License held by Plantro Inc S.A.S. The transaction is subject to the Purchaser’s satisfaction that it can acquire the License free and clear of all encumbrances, completion of due diligence, receipt of any third-party consents and there being no material adverse change in the License. The Company agreed to pay 10,000,000 (Ten Million) Restricted common shares of Two Hands Corporation and pay a Royalty of 15% of net income, calculated in accordance with US GAAP, earned from the License to Plantro Inc S.A.S. The Transaction was expected to close on February 15, 2019. On February 27, 2019, the Company announced the closing of the Transaction was extended to the week of April 4, 2019 to satisfy conditions placed on Plantro Inc S.A.S. Non-redeemable Convertible Notes On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. The issue price of the Note is $106,968 with a face value of $128,362 and the Note has a maturity date of December 31, 2019. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2020. The outstanding face value of the Note shall increase by another 20% on January 1, 2021 and again on each one year anniversary of the Note until the Note has been paid in full. On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has a maturity date of December 31, 2019. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2020. The outstanding face value of the Note shall increase by another 20% on January 1, 2021 and again on each one year anniversary of the Note until the Note has been paid in full. Convertible Note On March 1, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $200,000 less an original issue discount of $20,000 and transaction costs of $5,000 bearing a 7% annual interest rate and maturing September 1, 2020 for $175,000 in cash. The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. In conjunction with the issuance of the Note, the Company issued 1,000,000 warrants with an exercise price of $0.20 and a term of two years. The warrants are subject to down round and other anti-dilution protections. Common Stock On February 25, 2019, the Company elected to convert $900 of principal and interest of a non-redeemable convertible note due to The Cellular Connection Ltd. into 9,000 shares of common stock of the Company valued at $765,000 ($85.00 per share) at a fixed conversion price of $0.10 per share. The conversion resulted in a loss on settlement of debt of $764,100. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Disclosure Summary Of Significant Accounting Policies Policies Abstract | ||
Basis of Presentation | BASIS OF PRESENTATION The accompanying financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2018 of Two Hands Corporation in our Form 10-K filed on April 1, 2019. The interim financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of Two Hands Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Reclassification On the condensed consolidated statements of operations for the nine months ended September 30, 2018, stock-based compensation – salaries and stock-based compensation - services previously reported separately were combined and reported as general and administration expense. | BASIS OF PRESENTATION The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. |
Going Concern | GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2019, the Company incurred a net loss of $3,808,716 and used cash in operating activities of $403,718, and at September 30, 2019, had a stockholders’ deficit of $1,282,492 These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future. | GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended December 31, 2018, the Company incurred a net loss of $8,096,408 and used cash in operating activities of $235,289, and at December 31, 2018, had a stockholders’ deficit of $310,422. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Officer and others, and the use of equity to pay some operating expenses. The Company's officers and directors have not committed to advancing certain operating costs of the Company. |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates and Assumptions | USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. | CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. | PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. |
Revenue Recognition | REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. During the nine months ended September 30, 2019 and 2018, the Company had revenue of $0 and $275,157, respectively. During 2018 100% of revenue was earned from one customer. The contract with this customer ended in November 2018. The Company recognized revenue from services provided for brand awareness campaigns for the client and their products. Revenue is recognized based on time spent on the project at an agreed upon hourly rate and as recoverable disbursements are incurred. | REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. During the years ended December 31, 2018 and 2017, the Company had revenue of $390,381 and $43,466, respectively. During 2018 100% of revenue was earned from one customer. The contract with this customer ended in November 2018. The Company recognized revenue from services provided for brand awareness campaigns for the client and their products. Revenue is recognized based on time spent on the project at an agreed upon hourly rate and as recoverable disbursements are incurred. |
Research and Development Costs | RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other | RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other |
Debt Discount and Debt Issuance Cost | DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. | |
Derivative Liability | DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. | |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value | INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
Net Loss Per Share | NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At September 30, 2019 and 2018, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, stock payable and warrants of 7,120,538,388 shares and 4,674,514,415 shares, respectively, as their effect would have been anti-dilutive. At September 30, 2019, common stock equivalents exceeds authorized shares of common stock of the Company. | NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At December 31, 2018 and 2017, we excluded the common stock issuable upon conversion of convertible promissory notes of 4,674,514,415 shares and 206,301,000 shares, respectively, as their effect would have been anti-dilutive. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. | FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. |
Stock-based Compensation | STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company early adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in June 2018. The early adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements. Prior to the early adoption of ASU 2018-07 in June 2018, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock- based compensation at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed. | STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees subject to certain exceptions. The Company early adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in June 2018. The early adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements. Prior to the early adoption of ASU 2018-07 in June 2018, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock-based compensation at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2019 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 271,229 | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. | RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016-02, Leases. In June 2018, the FASB issued ASU 2018-07— Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Summary Of Significant Accounting Policies Tables Abstract | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2019 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 271,229 |
Convertible Promissory Note D_2
Convertible Promissory Note Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Convertible Promissory Note Derivative Liability | The inputs into the binomial models are as follows: March 1, 2019 June 30, 2019 September 30, 2019 Closing share price $ 90.00 $ 69.00 $ 3.10 Conversion price $ 36.40 $ 28.40 $ 1.80 Risk free rate 2.55 % 2.00 % 2.00 % Expected volatility 403 % 407 % 317 % Dividend yield 0 % 0 % 0 % Expected life 1.51 years 1.18 years 0.92 years |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Fair Value of Warrant Liability | he inputs into the binomial models are as follows: March 1, 2019 June 30, 2019 September 30, 2019 Closing share price $ 70.00 $ 69.00 $ 3.10 Exercise price $ 0.20 $ 0.20 $ 0.20 Risk free rate 2.27 % 2.00 % 2.00 % Expected volatility 364 % 376 % 402 % Dividend yield 0 % 0 % 0 % Expected life 2.0 years 1.68 years 1.42 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Reconciliation of Provision for Income Tax Expenses (Recovery) | A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: 2018 2017 Net loss before income taxes per consolidated financial statements $ (8,096,408 ) $ (877,867 ) Income tax rate 21 % 35 % Income tax recovery (1,700,300 ) (307,300 ) Non-deductible share-based payments 662,800 162,300 Non-deductible interest 22,800 10,100 Loss on settlement of debt 732,600 — Valuation allowance change 282,100 134,900 Income tax expense (recovery) $ — $ — |
Schedule of Significant Component of Deferred Tax Assets | The significant component of deferred income tax assets at December 31, 2018 and 2017 is as follows: 2018 2017 Net operating loss carry-forward $ 588,900 $ 306,800 Valuation allowance (588,900 ) (306,800 ) Net deferred income tax asset $ — $ — |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Details) | Sep. 30, 2019USD ($) |
Fair Value, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | $ 271,229 |
Income Taxes (Schedule Of Recon
Income Taxes (Schedule Of Reconciliation Of Provision For Income Tax Expenses (Recovery)) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Schedule Of Reconciliation Of Provision For Income Tax Expenses Recovery | ||||||
Net loss before income taxes per consolidated financial statements | $ (1,151,875) | $ (4,745,085) | $ (3,808,716) | $ (5,701,936) | $ (8,096,408) | $ (877,867) |
Income tax rate | 21.00% | 35.00% | ||||
Income tax recovery | $ (1,700,300) | $ (307,300) | ||||
Non-deductible share-based payments | 662,800 | 162,300 | ||||
Non-deductible interest | 22,800 | 10,100 | ||||
Loss on settlement of debt | 732,600 | |||||
Valuation allowance change | 282,100 | 134,900 | ||||
Income tax expense (recovery) |
Income Taxes (Schedule Of Signi
Income Taxes (Schedule Of Significant Component Of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes Schedule Of Significant Component Of Deferred Tax Assets | ||
Net operating loss carry-forward | $ 588,900 | $ 306,800 |
Valuation allowance | (588,900) | (306,800) |
Net deferred income tax asset |
Convertible Promissory Note D_3
Convertible Promissory Note Derivative Liability (Details) - Senior Convertible Note [Member] - Derivative Liabilities [Member] - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 01, 2019 |
Closing share price | $ 3.10 | $ 69 | $ 90 |
Conversion price | $ 1.80 | $ 28.40 | $ 36.40 |
Risk free rate | 2.00% | 2.00% | 2.55% |
Expected volatility | 317.00% | 407.00% | 403.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 11 months 1 day | 1 year 2 months 5 days | 1 year 6 months 4 days |
Warrant Liability (Details)
Warrant Liability (Details) - Warrants [Member] - Derivative Liabilities [Member] - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 01, 2019 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Closing share price | $ 3.10 | $ 69 | $ 70 |
Exercise price | $ 0.20 | $ 0.20 | $ 0.20 |
Risk free rate | 2.00% | 2.00% | 2.27% |
Expected volatility | 402.00% | 376.00% | 364.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 1 year 5 months 1 day | 1 year 8 months 5 days | 2 years |
Nature Of Operations And Basi_2
Nature Of Operations And Basis Of Presentation (Narrative) (Details) - shares | Feb. 27, 2019 | Jan. 17, 2019 | Sep. 30, 2019 |
I8 Interactive Corporation [Member] | |||
Percentage of interest held in subsidiaries | 100.00% | ||
Agreement With Plantro Inc S.A.S. For Purchase Of Interest In Colombian License [Member] | |||
License agreement description | On February 27, 2019, the Company announced the closing of the transaction was extended to the week of April 4, 2019 to satisfy the conditions placed on Plantro Inc S.A.S. We currently believe that the transaction will close by the end of the first quarter of 2020. | On January 17, 2019, the Company entered into an agreement to purchase a 100% interest in the Colombian Licence held by Plantro Inc S.A.S. The transaction is subject to the Purchaser’s satisfaction that it can acquire the Licence free and clear of all encumbrances, completion of due diligence, receipt of any third-party consents and there being no material adverse change in the Licence. The Company agreed to pay 10,000,000 (Ten Million) Restricted common shares of Two Hands Corporation and pay a Royalty of 15% of net income, calculated in accordance with US GAAP, earned from the Licence to Plantro Inc S.A.S. The Transaction was expected to close on February 15, 2019. | |
Percentage of interest to be purchased | 100.00% | ||
Percentage of royalty to be paid for purchase of interest in Colombian license | 15.00% | ||
Agreement With Plantro Inc S.A.S. For Purchase Of Interest In Colombian License [Member] | Restricted Stock [Member] | |||
No of shares to be issued for purchase of interest in Colombian license | 10,000,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation - salaries | $ 1,489,026 | $ 2,872,438 | $ 3,155,974 | $ 463,750 | ||
General and administrative expense | $ 1,200,174 | $ 2,889,262 | 2,413,793 | 3,744,931 | 4,528,437 | 892,549 |
Research and development expense | $ 0 | $ 0 | $ 361,200 | |||
Non-Redeemable Convertible Notes, Convertible Notes, Stock Payable And Warrants [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 7,120,538,388 | 4,674,514,415 | ||||
Convertible Promissory Notes [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 4,674,514,415 | 206,301,000 | ||||
Revenue [Member] | One Customer [Member] | ||||||
Revenue percentage | 100.00% | |||||
Computer Equipment [Member] | ||||||
Estimated useful life of the asset | 3 years | |||||
Depreciation methodology | 50% declining balance | |||||
Previously Reported [Member] | ||||||
Stock-based compensation - salaries | $ 1,126,638 | |||||
Stock-based compensation - services | $ 1,745,800 |
Non-Redeemable Convertible No_2
Non-Redeemable Convertible Notes (Narrative) (Details) - USD ($) | Sep. 30, 2019 | Sep. 01, 2016 | Jun. 10, 2014 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||
Value of principal and interest portion of debt converted into shares | $ 41,360 | $ 237,616 | $ 237,618 | ||||||
Gain (loss) on debt settlement | $ (131,679) | $ (1,904,700) | (1,128,259) | $ (2,229,100) | $ (3,488,400) | ||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
No of shares of common stock issued in conversion of debt | 73 | 73 | |||||||
Non-Redeemable Convertible Notes Issued To The Cellular Connection Ltd. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt description | On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. | ||||||||
Debt carrying value | $ 11,851 | $ 42,189 | 11,851 | 11,851 | $ 11,892 | ||||
Debt issue price | 42,189 | ||||||||
Debt face value | $ 12,450 | $ 54,193 | $ 12,450 | $ 12,450 | 11,892 | ||||
Debt maturity date | Dec. 31, 2014 | ||||||||
Debt conversion price per share | $ 0.10 | $ 0.0001 | $ 0.10 | $ 0.10 | |||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||
Value of principal and interest portion of debt converted into shares | $ 1,820 | ||||||||
Gain (loss) on debt settlement | (1,092,580) | ||||||||
Interest expense | $ 599 | 789 | 1,779 | $ 2,343 | |||||
Unamortized discount | $ 599 | 599 | 599 | 0 | |||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With DC Design [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt description | On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. | ||||||||
Debt carrying value | 26,352 | 26,352 | 26,352 | 22,923 | |||||
Debt issue price | $ 174,252 | ||||||||
Debt face value | $ 27,508 | 27,508 | 27,508 | 22,923 | |||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2017 | |||||||
Debt conversion price per share | $ 0.003 | ||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. | ||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||
Interest expense | 1,156 | $ 22,304 | 3,429 | $ 7,516 | |||||
Unamortized discount | $ 1,156 | $ 1,156 | $ 1,156 | $ 0 | |||||
Interest rate | 20.00% | ||||||||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
No of shares of common stock issued in conversion of debt | 18,200 | ||||||||
Gain (loss) on debt settlement | $ (1,129,180) | ||||||||
Non-Redeemable Convertible Notes Assigned To DC Design Inc. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt description | On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). | ||||||||
Notes assigned by Doug Clark | $ 382,016 |
Non-Redeemable Convertible No_3
Non-Redeemable Convertible Notes (Narrative) (Details1) - USD ($) | Sep. 30, 2019 | Sep. 13, 2018 | May 10, 2018 | Apr. 12, 2018 | Jan. 08, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||
Value of principal and interest portion of debt converted into shares | $ 41,360 | $ 237,616 | $ 237,618 | ||||||||
Gain (loss) on debt settlement | $ (131,679) | $ (1,904,700) | $ (1,128,259) | $ (2,229,100) | $ (3,488,400) | ||||||
Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
No of shares of common stock issued in conversion of debt | 73 | 73 | |||||||||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
No of shares of common stock issued in conversion of debt | 18,200 | ||||||||||
Gain (loss) on debt settlement | $ (1,129,180) | ||||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With The Cellular Connection Ltd. [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. | ||||||||||
Debt carrying value | $ 20,596 | $ 14,930 | 20,596 | 20,596 | $ 17,916 | ||||||
Debt issue price | 14,930 | ||||||||||
Debt face value | $ 21,499 | $ 17,916 | 21,499 | 21,499 | 17,916 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | ||||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||||
Interest expense | 903 | 767 | 2,680 | $ 2,219 | |||||||
Unamortized discount | $ 903 | 903 | 903 | 0 | |||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Stuart Turk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. | ||||||||||
Debt carrying value | 336,690 | $ 244,065 | 336,690 | 336,690 | 292,879 | ||||||
Debt issue price | 244,065 | ||||||||||
Debt face value | $ 351,454 | $ 292,878 | 351,454 | 351,454 | 292,879 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | ||||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||||
Interest expense | 14,764 | 12,544 | 43,811 | 36,269 | |||||||
Unamortized discount | $ 14,764 | 14,764 | 14,764 | 0 | |||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Jordan Turk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt description | On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. | ||||||||||
Debt carrying value | 61,478 | $ 45,000 | 61,478 | 61,478 | 54,000 | ||||||
Debt issue price | 45,000 | ||||||||||
Debt face value | 64,200 | $ 54,000 | 64,200 | 64,200 | 54,000 | ||||||
Debt maturity date | Dec. 31, 2018 | ||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Debt instrument collateral | he Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||||
Interest expense | 2,722 | 3,149 | 8,078 | 5,851 | |||||||
Unamortized discount | 2,722 | 2,722 | 2,722 | 0 | |||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Jordan Turk [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Value of principal and interest portion of debt converted into shares | $ 600 | ||||||||||
No of shares of common stock issued in conversion of debt | 6,000 | ||||||||||
Gain (loss) on debt settlement | $ (36,600) | ||||||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Jordan Turk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt description | On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. | ||||||||||
Debt carrying value | 48,283 | $ 35,000 | 48,283 | 48,283 | 42,000 | ||||||
Debt issue price | 35,000 | ||||||||||
Debt face value | $ 50,400 | $ 42,000 | 50,400 | 50,400 | 42,000 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | ||||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||||
Interest expense | 6,283 | 2,741 | 2,117 | 4,259 | |||||||
Unamortized discount | $ 2,117 | 2,117 | 2,117 | 0 | |||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With Jordan Turk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt description | On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. | ||||||||||
Debt carrying value | 55,180 | $ 40,000 | 55,180 | 55,180 | 48,000 | ||||||
Debt issue price | 40,000 | ||||||||||
Debt face value | $ 57,600 | $ 48,000 | 57,600 | 57,600 | 48,000 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | ||||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||||||
Interest expense | 2,420 | $ 1,248 | 7,180 | $ 1,248 | |||||||
Unamortized discount | $ 2,420 | $ 2,420 | $ 2,420 | $ 0 |
Non-Redeemable Convertible No_4
Non-Redeemable Convertible Notes (Narrative) (Details2) - Non-Redeemable Convertible Notes [Member] - USD ($) | Sep. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Side Letter Agreement With Stuart Turk [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. | ||||||
Debt carrying value | $ 122,469 | $ 106,968 | $ 122,469 | $ 122,469 | $ 0 | ||
Debt issue price | 106,968 | ||||||
Debt face value | $ 128,362 | $ 128,362 | 128,362 | 128,362 | |||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2019 | |||||
Debt conversion price per share | $ 0.0001 | ||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||
Interest expense | 5,893 | $ 0 | 15,501 | $ 0 | |||
Unamortized discount | $ 5,893 | 5,893 | 5,893 | ||||
Side Letter Agreement With The Cellular Connection Ltd. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. | ||||||
Debt carrying value | 23,921 | $ 20,885 | 23,921 | 23,921 | $ 0 | ||
Debt issue price | 20,885 | ||||||
Debt face value | $ 25,062 | $ 25,062 | 25,062 | 25,062 | |||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2019 | |||||
Debt conversion price per share | $ 0.0001 | ||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||
Interest expense | 1,154 | $ 0 | 3,036 | $ 0 | |||
Unamortized discount | $ 1,141 | $ 1,141 | $ 1,141 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | |||||
Notes payable | $ 127,853 | $ 258,995 | |||
Promissory note issued for advances and accrued salary | $ 237,618 | $ 237,618 | |||
Nadav Elituv, Chief Executive Officer [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt description | The balance is non-interest bearing, unsecured and have no specified terms of repayment. | The balance is non-interest bearing, unsecured and have no specified terms of repayment. | |||
Notes Payable [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||
Short-term Debt [Line Items] | |||||
Promissory note issued for advances and accrued salary | 172,874 | ||||
Notes Payable [Member] | Stuart Turk, Jordan Turk And The Cellular Connection Limited, A Corporation Controlled By Stuart Turk [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes payable | $ 0 | $ 0 | $ 127,853 | $ 258,995 | |
Debt description | The balances are non-interest bearing, unsecured and have no specified terms of repayment. | The balances are non-interest bearing, unsecured and have no specified terms of repayment. |
Promissory Notes (Narrative) (D
Promissory Notes (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Promissory notes - related party | $ 172,874 | |
Nadav Elituv, Chief Executive Officer [Member] | ||
Debt Instrument [Line Items] | ||
Promissory notes description | The balance is non-interest bearing, unsecured and have no specified terms of repayment. | The balance is non-interest bearing, unsecured and have no specified terms of repayment. |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Promissory notes with principal and interest | $ 249,137 | $ 0 |
Promissory note interest rate | 10.00% | 10.00% |
Promissory notes description | Notes are unsecured | Notes are unsecured |
Promissory notes maturity date | Dec. 31, 2021 | Dec. 31, 2021 |
Promissory Notes [Member] | Nadav Elituv, Chief Executive Officer [Member] | ||
Debt Instrument [Line Items] | ||
Promissory notes - related party | $ 172,874 |
Convertible Note (Narrative) (D
Convertible Note (Narrative) (Details) - USD ($) | Mar. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | |||||||
Proceeds from convertible notes | $ 175,000 | ||||||
Fair value of stock issued in conversion of debt | 237,618 | $ 237,618 | |||||
Principal amount of notes converted in stock | 41,360 | 237,616 | 237,618 | ||||
Gain on settlement of debt | $ (131,679) | $ (1,904,700) | (1,128,259) | $ (2,229,100) | $ (3,488,400) | ||
Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
No of shares of common stock issued in conversion of debt | 73 | 73 | |||||
Fair value of stock issued in conversion of debt | |||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt face value | $ 200,000 | 159,686 | 159,686 | ||||
Original issue discount | 20,000 | ||||||
Transaction costs | $ 5,000 | ||||||
Interest rate | 7.00% | ||||||
Debt maturity date | Sep. 1, 2020 | ||||||
Proceeds from convertible notes | $ 175,000 | ||||||
Debt conversion terms | The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. | ||||||
Debt carrying value | 14,578 | 14,578 | |||||
Accrued interest | 7,938 | 7,938 | |||||
Unamortized discount | $ 153,046 | $ 153,046 | |||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
No of shares of common stock issued in conversion of debt | 8,600 | 8,600 | |||||
Fair value of stock issued in conversion of debt | $ 63,160 | $ 63,160 | |||||
Principal amount of notes converted in stock | $ 40,314 | 40,314 | |||||
Settlement of derivative liabilities | 63,432 | ||||||
Gain on settlement of debt | $ 921 |
Convertible Promissory Note D_4
Convertible Promissory Note Derivative Liability (Narrative) (Details) - USD ($) | Mar. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Change in fair value of derivative liabilities | $ 221,394 | $ 116,056 | |||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | |||||
Debt discount | 153,046 | 153,046 | |||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | Derivative Liabilities [Member] | |||||
Fair value of derivative liability | $ 380,919 | $ 268,310 | 268,310 | ||
Debt discount | 175,000 | ||||
Initial derivative expense | $ 205,919 | ||||
Change in fair value of derivative liabilities | $ 112,609 |
Warrant Liability (Narrative) (
Warrant Liability (Narrative) (Details) - USD ($) | Mar. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 |
Change in fair value of derivative liabilities | $ 221,394 | $ 116,056 | ||||
Warrants [Member] | Derivative Liabilities [Member] | ||||||
Exercise price of warrants | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrants [Member] | ||||||
No of warrants issued | 1,000,000 | |||||
Exercise price of warrants | $ 0.20 | |||||
Term of warrants | 2 years | |||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrants [Member] | Derivative Liabilities [Member] | ||||||
Fair value of derivative liability | $ 68,798 | $ 2,919 | $ 2,919 | |||
Initial derivative expense | $ 68,798 | |||||
Change in fair value of derivative liabilities | $ 65,879 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Sep. 10, 2019 | Sep. 10, 2018 | Jul. 01, 2017 | Jul. 01, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 52,671 | $ 41,734 | ||||||
Stock based compensation - salaries | 1,489,026 | $ 2,872,438 | 3,155,974 | 463,750 | ||||
Nadav Elituv, Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 0 | $ 52,671 | ||||||
Debt instrument description | The balance is non-interest bearing, unsecured and have no specified terms of repayment. | The balance is non-interest bearing, unsecured and have no specified terms of repayment. | ||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated July 1, 2016 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Employment agreement description | On July 1, 2016, the Company executed an employment agreement for the period from July 1, 2016 to June 30, 2017 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 0.015 shares of Common Stock of the Company with a fair value of $1,500 ($100,000 per share) and an annual salary of $360,000 payable monthly on the first day of each month from available funds. | |||||||
Annual salary | $ 360,000 | |||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated July 1, 2017 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Employment agreement description | On July 1, 2017, the Company executed an employment agreement for the period from July 1, 2017 to June 30, 2018 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 20 shares of Common Stock of the Company with a fair value of $926,000 ($46.300 per share). | |||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated September 10, 2018 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Employment agreement description | On September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | |||||||
Annual salary | $ 151,200 | |||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated September 10, 2019 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Employment agreement description | On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | |||||||
Annual salary | $ 151,200 | |||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreements [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock based compensation - salaries | $ 1,474,026 | $ 1,126,638 | $ 1,410,174 | $ 463,750 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Taxes Narrative | |
Decrease in deferred tax assets | $ (201,400) |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Details) - USD ($) | Nov. 05, 2019 | Nov. 01, 2019 | Apr. 28, 2015 | Aug. 06, 2013 | Nov. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Principal amount of notes converted in stock | $ 41,360 | $ 237,616 | $ 237,618 | ||||||||||
Fair value of stock issued in conversion of debt | 237,618 | 237,618 | |||||||||||
Gain (loss) on debt settlement | $ (131,679) | $ (1,904,700) | (1,128,259) | (2,229,100) | (3,488,400) | ||||||||
Settlement on derivative liabilities | 221,394 | 116,056 | |||||||||||
Shares issued for stock payable, value | |||||||||||||
Shares issued for services, value | 1,264,200 | 1,264,200 | 1,264,200 | ||||||||||
Stock-based compensation - officer, value | $ 916,200 | $ 61,638 | $ 1,482,026 | $ 524,638 | $ 808,174 | 463,750 | |||||||
Stock Option Plan - April 28, 2015 | |||||||||||||
Total common stock shares could be issued under stock option plan | 1 | ||||||||||||
Description of stock option plan | On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Under the plan, a total of 1 share of authorized common stock have been reserved for issuance pursuant to grants approved by the Board of Directors. The plan requires stock options to have a maximum term of ten years and may be subject to certain vesting requirements. Stock option are to be priced at no less than 70% of the market value of the Company's common stock on the option's grant date. If a grant to a person who own shares representing more than 10% of the voting power of all classes of shares of the Company, stock option are to be priced at no less than 100% of the market value of the Company's common stock on the option's grant date. No stock options have been granted since the inception of the 2015 Plan. | ||||||||||||
No of shares granted | 1 | 433 | 433 | ||||||||||
Common Stock [Member] | |||||||||||||
No of shares of common stock issued in conversion of debt | 73 | 73 | |||||||||||
Fair value of stock issued in conversion of debt | |||||||||||||
Shares issued for stock payable, shares | 20 | 20 | |||||||||||
Shares issued for stock payable, value | |||||||||||||
Shares issued for services, shares | 42,000 | 42,000 | 42,000 | ||||||||||
Shares issued for services, value | $ 4 | $ 4 | $ 4 | ||||||||||
Stock-based compensation - officer, shares | 74,387 | 104,387 | |||||||||||
Stock-based compensation - officer, value | $ 7 | $ 11 | |||||||||||
No of shares yet to be issued for stock-based compensation - salaries | 0 | 0 | 11,468 | ||||||||||
Common Stock [Member] | Non-Redeemable Convertible Notes [Member] | |||||||||||||
No of shares of common stock issued in conversion of debt | 18,200 | ||||||||||||
Gain (loss) on debt settlement | $ (1,129,180) | ||||||||||||
Common Stock [Member] | Convertible Notes [Member] | |||||||||||||
Principal amount of notes converted in stock | 40,314 | ||||||||||||
Debt discount portion of debt converted into stock | $ 38,665 | ||||||||||||
No of shares of common stock issued in conversion of debt | 8,600 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 63,160 | ||||||||||||
Gain (loss) on debt settlement | 921 | ||||||||||||
Settlement on derivative liabilities | $ 62,432 | ||||||||||||
Common Stock [Member] | Convertible Notes [Member] | Consulting Services [Member] | |||||||||||||
Share price, per share | $ 80 | $ 80 | |||||||||||
Shares issued for stock payable, shares | 100 | ||||||||||||
Shares issued for stock payable, value | $ 8,000 | ||||||||||||
Common Stock [Member] | Convertible Notes [Member] | Consulting Services [Member] | |||||||||||||
Share price, per share | 70 | $ 70 | |||||||||||
Shares issued for services, shares | 100 | ||||||||||||
Shares issued for services, value | $ 7,000 | ||||||||||||
Common Stock [Member] | Settlement of Accounts Payable [Member] | Consulting Services [Member] | |||||||||||||
Share price, per share | 5.40 | $ 5.40 | |||||||||||
Common Stock [Member] | Settlement Of Stock Payable [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||||||||||
Share price, per share | 30.10 | $ 30.10 | |||||||||||
Stock-based compensation - officer, shares | 30,000 | ||||||||||||
Stock-based compensation - officer, value | $ 903,000 | ||||||||||||
Common Stock [Member] | Settlement Of Salary Payable [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||||||||||
No of shares of common stock issued in conversion of debt | 24,387 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 151,200 | ||||||||||||
Share price, per share | 6.20 | $ 6.20 | |||||||||||
Common Stock [Member] | Settlement Of Stock Based Compensation [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||||||||||
No of shares of common stock issued in conversion of debt | 50,000 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 765,000 | ||||||||||||
Share price, per share | 15.30 | $ 15.30 | |||||||||||
Common Stock [Member] | Settlement Of Advances Payable [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||||||||||
No of shares of common stock issued in conversion of debt | 1,524 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 9,448 | ||||||||||||
Share price, per share | $ 6.20 | $ 6.20 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Reverse stock split | 1 for 1000 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Non-Redeemable Convertible Notes [Member] | |||||||||||||
Principal amount of notes converted in stock | $ 10,550 | ||||||||||||
No of shares of common stock issued in conversion of debt | 105,500 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 170,150 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Convertible Notes [Member] | |||||||||||||
Principal amount of notes converted in stock | $ 41,130 | ||||||||||||
No of shares of common stock issued in conversion of debt | 62,000 | ||||||||||||
Fair value of stock issued in conversion of debt | $ 80,800 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 200,000 | ||||||||||||
Preferred stock, convertible terms | Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company | ||||||||||||
Preferred stock, voting rights | Each share of Series A Stock is entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). | ||||||||||||
Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||||||||||||
Stock-based compensation - officer, shares | 30,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Nov. 01, 2019 | Nov. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Principal amount of notes converted in stock | $ 41,360 | $ 237,616 | $ 237,618 | |||||
Fair value of stock issued in conversion of debt | $ 237,618 | $ 237,618 | ||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
No of shares of common stock issued in conversion of debt | 73 | 73 | ||||||
Fair value of stock issued in conversion of debt | ||||||||
Shares issued for stock-based compensation, shares | 74,387 | 104,387 | ||||||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
No of shares of common stock issued in conversion of debt | 18,200 | |||||||
Convertible Notes [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount of notes converted in stock | $ 40,314 | |||||||
No of shares of common stock issued in conversion of debt | 8,600 | |||||||
Fair value of stock issued in conversion of debt | $ 63,160 | |||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | Nadav Elituv, Chief Executive Officer [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued for stock-based compensation, shares | 30,000 | |||||||
Subsequent Event [Member] | Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount of notes converted in stock | $ 10,550 | |||||||
No of shares of common stock issued in conversion of debt | 105,500 | |||||||
Fair value of stock issued in conversion of debt | $ 170,150 | |||||||
Subsequent Event [Member] | Convertible Notes [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount of notes converted in stock | $ 41,130 | |||||||
No of shares of common stock issued in conversion of debt | 62,000 | |||||||
Fair value of stock issued in conversion of debt | $ 80,800 |