Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 19, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | LIFEAPPS BRANDS INC. | ||
Entity Central Index Key | 1,510,247 | ||
Document Type | 10-K | ||
Trading Symbol | LFAP | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 217,027 | ||
Entity Common Stock, Shares Outstanding | 90,704,686 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,084 | $ 1,388 |
Other current assets | 595 | 940 |
Total current assets | 1,679 | 2,328 |
Intangible asset, net of amortization | 150 | 1,125 |
Total Assets | 1,829 | 3,453 |
Current liabilities: | ||
Accounts payable and accrued expenses | 124,620 | 130,708 |
Accrued salary | 601,154 | 446,554 |
Notes payable | 20,000 | |
Notes payable to related party | 17,585 | |
Advances due to related party | 7,675 | 90,085 |
Total current liabilities | 771,034 | 667,347 |
Total liabilities | 771,034 | 667,347 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $.001 par value, 10,000,000 authorized, none issued or outstanding | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 87,704,686 and 25,311,186 shares issued and outstanding, as of December 31, 2017 and 2016, respectively | 87,704 | 25,311 |
Additional paid in capital | 2,579,489 | 2,099,358 |
Deferred officer compensation | (391,010) | |
Accumulated (deficit) | (3,045,388) | (2,788,563) |
Total stockholders' (deficit) | (769,205) | (663,894) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,829 | $ 3,453 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 87,704,686 | 25,311,186 |
Common stock, outstanding | 87,704,686 | 25,311,186 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 3,793 | $ 12,055 |
Cost of revenue | 49 | 8,171 |
Gross profit (loss) | 3,744 | 3,884 |
Operating expenses: | ||
General and administrative | 259,594 | 259,892 |
Depreciation and amortization | 975 | 9,799 |
Total operating expenses | 260,569 | 269,691 |
(Loss) before income taxes | (256,825) | (265,807) |
Provision for income taxes | ||
Net (loss) | $ (256,825) | $ (265,807) |
Per share information - basic and fully diluted: | ||
Weighted average shares outstanding (in shares) | 27,006,662 | 21,417,835 |
Net (loss) per share (in dollars per share) | $ (0.01) | $ (0.01) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (256,825) | $ (265,807) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 649 | |
Amortization | 975 | 9,149 |
Stock based compensation | 53,179 | 16,507 |
Stock issued for services | 3,300 | |
Amortization of deferred compensation | 900 | |
Changes in operating assets and liabilities: | ||
Other current assets | 345 | |
Accounts payable and accrued expenses | (6,088) | 3,838 |
Officer salary accrual | 154,600 | 150,000 |
Net cash used in operations | (49,614) | (85,664) |
Cash flow from financing activities: | ||
Proceeds from notes payable | 20,000 | |
Proceeds from related party notes and advances | 32,160 | 83,085 |
Repayments of related party advances | (2,850) | (1,000) |
Net cash provided by financing activities | 49,310 | 82,085 |
Net decrease in cash | (304) | (3,579) |
Cash at beginning of period | 1,388 | 4,968 |
Cash at end of period | 1,084 | 1,388 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash financing activities: | ||
Conversion of shareholder loans to common stock | $ 94,135 | $ 25,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Deferred Officer Compensation | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2015 | $ 19,918 | $ 2,063,244 | $ (2,522,756) | $ (439,594) | |
Balance, beginning (in shares) at Dec. 31, 2015 | 19,918,186 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of debt - related party | $ 4,545 | 20,455 | 25,000 | ||
Conversion of debt - related party (in shares) | 4,545,455 | ||||
Equity based compensation | 4,874 | 4,874 | |||
Conversion and forgiveness of shareholder debt | 25,000 | ||||
Stock issued for services | $ 848 | 10,785 | $ 11,633 | ||
Stock issued for services (in shares) | 847,545 | 597,545 | |||
Net loss | (265,807) | $ (265,807) | |||
Balance, ending at Dec. 31, 2016 | $ 25,311 | 2,099,358 | (2,788,563) | $ (663,894) | |
Balance, ending (in shares) at Dec. 31, 2016 | 25,311,186 | 25,311,186 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity based compensation | 53,179 | $ 53,179 | |||
Conversion and forgiveness of shareholder debt | $ 9,393 | 84,742 | $ 94,135 | ||
Conversion and forgiveness of shareholder debt (in shares) | 9,393,500 | 9,393,500 | |||
Stock issued under employment contracts | $ 52,500 | 294,000 | (346,300) | $ 200 | |
Stock issued under employment contracts (in shares) | 52,500,000 | 52,500,000 | |||
Options issued under service contract | 45,410 | (44,710) | $ 700 | ||
Stock issued for services | $ 500 | 2,800 | 3,300 | ||
Stock issued for services (in shares) | 500,000 | ||||
Net loss | (256,825) | (256,825) | |||
Balance, ending at Dec. 31, 2017 | $ 87,704 | $ 2,579,489 | $ 391,010 | $ (3,045,388) | $ (769,205) |
Balance, ending (in shares) at Dec. 31, 2017 | 87,704,686 | 87,704,686 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to LifeApps Brands Inc., including its subsidiaries. Through our wholly owned subsidiary LifeApps, Inc., we are a licensed developer and publisher of apps for the Apple Apps Store for iPhone, iPod touch, iPad and iPad mini. We are also a licensed developer on both Google Play and Amazon Appstore for Android. We have distributed apps on all three platforms. Moving forward we are developing a digital media network specializing in targeting highly sought-after niche demographic audiences. The company will focus on two core businesses, an LGBT Ad Network and an LGBT Digital Network. Through our digital platform we will aggregate content from around the world. We will create original content along with sponsored content in a 24/7 digital network. The LGBT Ad Network will assist brands in global targeting of the LGBT demographic. The Ad Network will provide advertisers and brands with over 300 mainstream digital platforms and a “bullseye” on this loyal, affluent and ever-expanding audience. We will deliver to our audience with a relevant sponsored content marketing message across all spectrums of digitally connected devices. Our unique value proposition to our audience and sponsors is the ability deliver aggregated and original content, with emphasis on interactive content and captive video. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $3,045,388 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LifeApps Inc., and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short term maturities of these instruments. Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other Fixed Assets Fixed assets consists of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. The Company’s fixed assets were fully depreciated and abandoned in prior years. Derivative Financial Instruments: We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Revenue Recognition Revenue is derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability is probable. We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue. We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales. Cost of Revenue Cost of revenue includes the cost of amounts paid for articles, photography, editorial and production cost of the magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold. Research and development, Website Development Costs, and Software Development Costs All research and development costs are expensed as incurred. Software development costs eligible for capitalization under ASC 350-50, Website Development Cost, and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed, were not material to our financial statements for the years ended December 31, 2017 and 2016. Research and development expenses amounted to $- and $200 for years ended December 31, 2017 and 2016, respectively. Research and development expenses were included in general and administrative expenses. Advertising Costs We recognize advertising expense when incurred. Advertising expense was $- and $130 for the years ended December 31, 2017 and 2016, respectively. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $4,350 and $7,815 for the years ended December 31, 2107 and 2016, respectively. Equity-Based Compensation Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2017 and 2016 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition Revenue from Contracts with Customers Leases Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets At December 31, 2017 and 2016, intangible assets consist of the following: 2017 2016 Internet domain names $ 58,641 $ 58,641 Website and data bases 56,050 56,050 Customer and supplier lists 4,500 4,500 Total intangibles $ 119,191 $ 119,191 Less accumulated amortization (119,041 ) (118,066 ) $ 150 $ 1,125 We recognized goodwill and identifiable intangibles arising from the allocation of the purchase prices of assets acquired in accordance with ASC 805. Goodwill represents the excess of cost over fair value of all identifiable assets less any liabilities assumed. We have not recognized any goodwill in these financial statements. Additionally, ASC 805 gives guidance on five types of assets: marketing-related, customer-related, artistic-related, contract-related, and technology based intangible assets. We identified identifiable intangibles that are marketing-related, customer-related, and technology based. The amount charged to amortization expense for all intangibles was $975 and $9,149 for the years ended December 31, 2017 and 2016, respectively. Estimated future amortization expense related to the intangibles as of December 31, 2017 is $150. |
Related Party Transactions - Of
Related Party Transactions - Officer and Shareholder Advances | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions - Officer and Shareholder Advances | Note 4. Related Party Transactions – Officer and Shareholder Advances Parties, which can be a corporation or an individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Amounts due related party represents cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer and shareholders of the Company. These advances are non-interest bearing, short term in nature and due on demand. The balance at December 31, 2017 and 2016, was $7,675 and $90,088, respectively. Notes payable to related parties at December 31, 2017 totaled $17,585 with a 2% annual interest rate. Currently the company has defaulted in all of their related party loan obligations. Forbearance has been granted by the related parties on all loans. Salary accruals for each year amounted to $154,600 and $150,000 respectively and net cash advances amounted to $29,310 and $82,085, respectively for the years ended December 31, 2017 and 2016. The maximum amount owed to related parties during the years ended December 31, 2017 and 2016 were $735,949 and $536,639 respectively. In December 2017, a director of the Company and a shareholder converted an aggregate of $94,135 of advances into 9,393,500 shares of our $.001 par value common stock using an agreed upon rate of $.01 per share as the conversion rate. Additionally, $1,565 of debt and accrued interest was forgiven. The gain on the transaction was accounted for as an increase to paid in capital. On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreement with our current and former Chief Executive Officers provide for base compensation of $150,000 and a base annual salary of $24,000 for our President. The compensation payments are payable in bi-weekly installments. In the event any of the payments are not made within 30 days of the due date, they will accrue interest at the rate of 10% per annum and the officers and consultant will have the right, in their sole discretion, to convert such payments, in whole or in part, into shares of our common stock at 50% of the value weighted average price for our common stock during the 20 trading days immediately preceding the date on which we are provided with a Notice of Conversion. The Agreements require us to approve a 2018 Equity Incentive Plan within 120 days of the effective date of the Agreements from which stock options or other equity incentive securities may be issued to employees and our advisors and consultants. The Agreements contains customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. The agreements became effective on January 1, 2018. It is expected that the Company will incur additional expenses for interest and the fair value of the beneficial conversion provisions of the Agreements should it be unable to make the contractual payments in a timely manner. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5. Notes Payable Notes payable to an unrelated third party totaling $ 20,000 at the end of 2017 and $0 during 2016 with and interest rate of 2%. The agreement allows the debt to be converted to shares of common stock at an agreed upon price. The note is past due and is, therefore, in default. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6. Stockholders’ Equity During the year ended December 31, 2017 we issued 9,393,500 shares of common stock for the conversion of shareholder debt as more fully described in Note 4 above. Additionally, we issued an aggregate of 52,500,000 shares to two individuals, who have become officers of the Company, under employment contracts as described in Note 4 above, which resulted in a change of control of the company. The contracts became effective on December 19, 2017 and January 1, 2018; therefore, the related expense has been deferred in the accompanying financial statements. The shares were valued at the closing price of the Company’s common stock at the date the contracts were signed. The Company expects to amortize the $346,500 of compensation expense over the initial two-year terms of the employment contracts. Also, during the year ended December 31, 2017 we issued 500,000 shares of common stock for legal services. The shares were for current services and were valued at $.0066 per share, the closing price of our stock at the date the shares were authorized. During the year ended December 31, 2016 we issued 597,545 shares of common stock in settlement of $8,058 in previously accrued legal services and issued an additional 250,000 shares for current services valued at $.0143 per share, the closing price of our stock at the date the shares were authorized. On October 27, 2016, we issued 4,545,455 shares of common stock to a shareholder for the conversion of $25,000 of working capital advances. |
Options
Options | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options | Note 7. Options In prior periods, our Board of Directors adopted the 2012 Equity Incentive Plan (“2012 Plan”), which was approved by our shareholders. The 2012 Plan provided for the issuance of up to 666,667 shares of our common stock. During October 2015 the Board of Directors amended the plan to increase the number of shares issuable under the LifeApps Digital Media Inc. 2012 Equity Incentive Plan to 20,000,000, on a post-Reverse Stock Split basis. The plan provides for the award of options, stock appreciation rights, performance share awards, and restricted stock and stock units. The plan is administered by the Board of Directors. Pursuant to the 2012 Plan our Board of Directors granted options to purchase 418,333 shares of our common stock in periods prior to December 31, 2015. All of those options have been cancelled or lapsed as of December 31, 2016. On May 24, 2016 our Board of Directors granted four-year options to purchase 15,000,000 shares of our common stock to officers and or directors and a consultant. The options vested quarterly during the initial year following the grant date. The fair value of the options granted, $39,000, was estimated at the date of grant using the Black-Scholes option pricing model, with the following assumptions: Expected life (in years) 4 Volatility 383 % Risk Free interest rate 0.68 % Dividend yield (on common stock) — Stock based compensation expense for the year ended December 31, 2016 amounted to $4,874. On December 19, 2017 our Board of Directors granted options to purchase 6,946,688 shares of our common stock to an officer, a consultant and a director. The options were fully vested when issued and are exercisable for a term of five years. The fair value of the options granted, $63,770, was estimated at the date of grant using the Black-Scholes option pricing model, with the following assumptions: Expected life (in years) 5 Volatility 311 % Risk Free interest rate 1.71 % Dividend yield (on common stock) — Stock based compensation expense for the year ended December 31, 2017 amounted to $53,179 The following is a summary of stock option issued to employees and directors: Options Weighted Price Weighted (in years) Aggregate Intrinsic Value Outstanding January 1, 2017 10,000,000 $ 0.0026 3.4 — Granted 5,946,688 $ .01 5.0 — Exercised — $ — — — Cancelled — $ — — — Outstanding December 31, 2017 15,946,688 $ .0054 3.36 — Exercisable December 31, 2017 15,946,688 $ .0071 3.98 — There will be approximately $44,700 of additional compensation expense recognized in future periods. The following is a summary of stock options issued to non-employees, excluding Directors: Options Weighted Price Weighted (in years) Aggregate Value at date of grant Outstanding January 1, 2017 5,000,000 $ 0.0026 3.4 — Granted 1,000,000 $ .01 5 — Exercised — $ — — — Cancelled 4,700,000 $ — — — Outstanding December 31, 2017 1,300,000 $ 0.0083 4.4 $ — Exercisable December 31, 2017 1,300,000 $ 0.0083 4.4 $ — There will be approximately $0 of additional compensation expense recognized in future periods. The following is a summary of stock option issued to employees and directors during 2016: Options Weighted Price Weighted (in years) Aggregate Value Outstanding January 1, 2016 240,000 $ 0.57 .43 — Granted 10,000,000 $ .0026 3.4 — Exercised — $ — — — Cancelled 240,000 $ .057 — — Outstanding December 31, 2016 10,000,000 $ .0026 3.4 — Exercisable December 31, 2016 1,250,000 $ .0026 3.4 — The following is a summary of stock options issued to non-employees, excluding Directors during 2016: Options Weighted Price Weighted (in years) Aggregate Value at date of grant Outstanding January 1, 2016 375,000 $ 0.87 — — Granted 5,000,000 $ .0026 3.4 — Exercised — $ — — — Cancelled 375,000 $ .87 — — Outstanding December 31, 2016 5,000,000 $ 0.0026 3.4 $ — Exercisable December 31, 2016 625,000 $ — 3.4 $ — |
Outstanding Warrants
Outstanding Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Outstanding Warrants | |
Outstanding Warrants | Note 8. Outstanding Warrants There were no warrants issued during the years ended December 31, 2017 or 2016. The 400,000 previously outstanding warrants expired on September 20, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed a review of the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes. Income tax provision (benefit) for the years ended December 31, 2017 and 2016, is summarized below: 2017 2016 Current: Federal $ — $ — State — — Total current — — Deferred: Federal (34% tax rate) (68,900 ) (89,300 ) State (11,200 ) (14,400 ) Total deferred (80,100 ) (103,700 ) Valuation allowance 80,100 103,700 Total provision $ — $ — The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of December 31, 2017 and 2016 are as follows: 2017 2016 Income tax provision at the federal statutory rate 34.0 % 34.0 % State income taxes, net of federal benefit 5.5 % 5.5 % Increase in valuation allowance (39.5 %) (39.5 %) 0.0 % 0.0 % Components of the net deferred income tax assets at December 31, 2017 and 2016 were as follows: 2017 2016 Net operating loss carryovers (2017 adjusted for revised tax rate) $ 364,100 $ 604,800 Valuation allowance (364,100 ) (604,800 ) $ — $ — In accordance with ASC 740, at December 31, 2017 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100% of the amounts of the deferred tax benefit in the amount of $364,100. As of December 31, 2017, we had cumulative net operating loss carry forwards of $1,734,000 which expire from 2032 through 2037. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events On January 8, 2018 we entered into a 90-day Consulting Agreement (the “Wellfleet Agreement”), effective as of January 1, 2018, with Wellfleet Partners, Inc. (“Wellfleet”) in recognition of past and future financial, management consulting and advisory and due diligence services provided and to be provided to us by Wellfleet. In consideration thereof, we paid Wellfleet $7,500 in cash and issued an aggregate of 2,500,000 shares of our restricted common stock to two designees of Wellfleet. On March 6, 2018, we executed a $35,000 principal amount Convertible Promissory Note (the “Note”) to an unrelated entity. The Note has an initial term of one year accrues interest at 12% per annum. The lender has the right, at any time after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price is 58% of the lowest trading price in the 15 range of trading days prior the conversion. On January 26, 2018 we entered into an Advisory Agreement with Uptick Capital, LLC. (“Uptick”) pursuant to which Uptick provided us with marketing and financial advice. The Advisory Agreement had a term of 30 days. We issued 500,000 shares of our restricted common stock under the Advisory Agreement. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LifeApps Inc., and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Financial Instruments | Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. |
Fair Value Measurements | Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short term maturities of these instruments. |
Intangibles | Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other |
Fixed Assets | Fixed Assets Fixed assets consists of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. The Company’s fixed assets were fully depreciated and abandoned in prior years. |
Derivative Financial Instruments: | Derivative Financial Instruments: We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Revenue Recognition | Revenue Recognition Revenue is derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability is probable. We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue. We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales. |
Cost of Revenue | Cost of Revenue Cost of revenue includes the cost of amounts paid for articles, photography, editorial and production cost of the magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold. |
Research and development, Website Development Costs, and Software Development Costs | Research and development, Website Development Costs, and Software Development Costs All research and development costs are expensed as incurred. Software development costs eligible for capitalization under ASC 350-50, Website Development Cost, and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed, were not material to our financial statements for the years ended December 31, 2017 and 2016. Research and development expenses amounted to $- and $200 for years ended December 31, 2017 and 2016, respectively. Research and development expenses were included in general and administrative expenses. |
Advertising Costs | Advertising Costs We recognize advertising expense when incurred. Advertising expense was $- and $130 for the years ended December 31, 2017 and 2016, respectively. |
Rent Expense | Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $4,350 and $7,815 for the years ended December 31, 2107 and 2016, respectively. |
Equity-Based Compensation | Equity-Based Compensation Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2017 and 2016 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. |
Earnings per share | Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share |
Recent Pronouncements | Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition Revenue from Contracts with Customers Leases Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | At December 31, 2017 and 2016, intangible assets consist of the following: 2017 2016 Internet domain names $ 58,641 $ 58,641 Website and data bases 56,050 56,050 Customer and supplier lists 4,500 4,500 Total intangibles $ 119,191 $ 119,191 Less accumulated amortization (119,041 ) (118,066 ) $ 150 $ 1,125 |
Options (Tables)
Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of fair value of the options of grant using the Black-Scholes option pricing model | The fair value of the options granted, $39,000, was estimated at the date of grant using the Black-Scholes option pricing model, with the following assumptions: Expected life (in years) 4 Volatility 383 % Risk Free interest rate 0.68 % Dividend yield (on common stock) — The fair value of the options granted, $63,770, was estimated at the date of grant using the Black-Scholes option pricing model, with the following assumptions: Expected life (in years) 5 Volatility 311 % Risk Free interest rate 1.71 % Dividend yield (on common stock) — |
Schedule of stock option issued employees and directors | The following is a summary of stock option issued to employees and directors: Options Weighted Price Weighted (in years) Aggregate Intrinsic Value Outstanding January 1, 2017 10,000,000 $ 0.0026 3.4 — Granted 5,946,688 $ .01 5.0 — Exercised — $ — — — Cancelled — $ — — — Outstanding December 31, 2017 15,946,688 $ .0054 3.36 — Exercisable December 31, 2017 15,946,688 $ .0071 3.98 — The following is a summary of stock option issued to employees and directors during 2016: Options Weighted Price Weighted (in years) Aggregate Value Outstanding January 1, 2016 240,000 $ 0.57 .43 — Granted 10,000,000 $ .0026 3.4 — Exercised — $ — — — Cancelled 240,000 $ .057 — — Outstanding December 31, 2016 10,000,000 $ .0026 3.4 — Exercisable December 31, 2016 1,250,000 $ .0026 3.4 — |
Schedule of stock option issued to non employees | The following is a summary of stock options issued to non-employees, excluding Directors: Options Weighted Price Weighted (in years) Aggregate Value at date of grant Outstanding January 1, 2017 5,000,000 $ 0.0026 3.4 — Granted 1,000,000 $ .01 5 — Exercised — $ — — — Cancelled 4,700,000 $ — — — Outstanding December 31, 2017 1,300,000 $ 0.0083 4.4 $ — Exercisable December 31, 2017 1,300,000 $ 0.0083 4.4 $ — The following is a summary of stock options issued to non-employees, excluding Directors during 2016: Options Weighted Price Weighted (in years) Aggregate Value at date of grant Outstanding January 1, 2016 375,000 $ 0.87 — — Granted 5,000,000 $ .0026 3.4 — Exercised — $ — — — Cancelled 375,000 $ .87 — — Outstanding December 31, 2016 5,000,000 $ 0.0026 3.4 $ — Exercisable December 31, 2016 625,000 $ — 3.4 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | Income tax provision (benefit) for the years ended December 31, 2017 and 2016, is summarized below: 2017 2016 Current: Federal $ — $ — State — — Total current — — Deferred: Federal (34% tax rate) (68,900 ) (89,300 ) State (11,200 ) (14,400 ) Total deferred (80,100 ) (103,700 ) Valuation allowance 80,100 103,700 Total provision $ — $ — |
Schedule of sources and tax effects | The sources and tax effects of the differences as of December 31, 2017 and 2016 are as follows: 2017 2016 Income tax provision at the federal statutory rate 34.0 % 34.0 % State income taxes, net of federal benefit 5.5 % 5.5 % Increase in valuation allowance (39.5 %) (39.5 %) 0.0 % 0.0 % |
Schedule of net deferred income tax assets | Components of the net deferred income tax assets at December 31, 2017 and 2016 were as follows: 2017 2016 Net operating loss carryovers (2017 adjusted for revised tax rate) $ 364,100 $ 604,800 Valuation allowance (364,100 ) (604,800 ) $ — $ — |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated (deficit) | $ (3,045,388) | $ (2,788,563) |
Furniture and equipment estimated useful lives | 3 years | |
Research and development expenses | $ 0 | 200 |
Advertising expense | 0 | 130 |
Rent expense | $ 4,350 | $ 7,815 |
Weighted average shares outstanding diluted | 7,528,000 | 9,650,000 |
Minimum [Member] | ||
Intangibles assets estimated useful life | 3 years | |
Maximum [Member] | ||
Intangibles assets estimated useful life | 5 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Gross intangibles | $ 119,191 | $ 119,191 |
Less accumulated amortization | (119,041) | (118,066) |
Total intangibles | 150 | 1,125 |
Internet Domain Names [Member] | ||
Gross intangibles | 58,641 | 58,641 |
Website And Databases [Member] | ||
Gross intangibles | 56,050 | 56,050 |
Customer And Supplier Lists [Member] | ||
Gross intangibles | $ 4,500 | $ 4,500 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 975 | $ 9,149 |
Estimated future amortization expense | $ 450 |
Related Party Transactions - 24
Related Party Transactions - Officer and Shareholder Advances (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 19, 2017USD ($)Number | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | |
Amount due to related party | $ 7,675 | $ 7,675 | $ 90,088 | |
Notes payable to related parties | 17,585 | 17,585 | ||
Accrued salary | 154,600 | 154,600 | 150,000 | |
Net cash advances | 29,310 | 29,310 | 82,085 | |
Debt conversion value | 94,135 | 25,000 | ||
Debt and accrued interest forgiven | $ 1,565 | |||
Interest rate | 2.00% | |||
Maximum amount owed | $ 735,949 | $ 735,949 | $ 536,639 | |
Mr. Roan And Stockholder [Member] | Debt Conversion Agreement [Member] | ||||
Number of shares isssued for conversion | shares | 9,393,500 | |||
Debt conversion value | $ 94,135 | |||
Debt conversion price (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Former Chief Executive Officers [Member] | Employment Services Agreements [Member] | ||||
Base compensation | $ 150,000 | |||
Interest rate | 10.00% | |||
Conversion price | 50.00% | |||
Trading days | Number | 20 | |||
President [Member] | Employment Services Agreements [Member] | ||||
Base annual salary | $ 24,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Notes payable | $ 20,000 | |
Interest rate | 2.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Oct. 27, 2016USD ($)Number | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Stockholders' Equity Note [Abstract] | |||
Number of shares issued for conversion | Number | 4,545,455 | ||
Working capital advances | $ | $ 25,000 | ||
Conversion of shareholder debt | 9,393,500 | ||
Stock issued under employment contracts | 52,500,000 | ||
Compensation expense | $ | $ 346,500 | ||
Amortization period | 2 years | ||
Common stock issued for legal services | 500,000 | ||
Number of shares issued for settlement | 597,545 | ||
Accrued legal services | $ | $ 8,058 | ||
Additional number of shares issued for services | 250,000 | ||
Shares issued, price per share | $ / shares | $ .0066 | $ 0.0143 |
Options (Details)
Options (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected life (in years) | 5 years | 4 years |
Volatility | 311.00% | 383.00% |
Risk Free interest rate | 1.71% | 0.68% |
Dividend yield (on common stock) |
Options (Details 1)
Options (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning | 10,000,000 | 240,000 |
Granted | 5,946,688 | 10,000,000 |
Exercised | ||
Cancelled | 240,000 | |
Outstanding ending | 15,946,688 | 10,000,000 |
Exercisable ending | 15,946,688 | 1,250,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding beginning | $ 0.0026 | $ 0.57 |
Granted | 0.01 | 0.0026 |
Exercised | ||
Cancelled | 0.057 | |
Outstanding ending | 0.0054 | 0.0026 |
Exercisable ending | $ 0.0071 | $ 0.0026 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Outstanding beginning | 3 years 4 months 24 days | 5 months 5 days |
Granted | 5 years | 3 years 4 months 24 days |
Outstanding ending | 3 years 4 months 9 days | 3 years 4 months 24 days |
Exercisable ending | 3 years 11 months 23 days | 3 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value At Date Grant [Roll Forward] | ||
Outstanding beginning | ||
Granted | ||
Exercised | ||
Cancelled | ||
Outstanding ending | ||
Exercisable ending | ||
Non Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning | 5,000,000 | 375,000 |
Granted | 1,000,000 | 5,000,000 |
Exercised | ||
Cancelled | 4,700,000 | 375,000 |
Outstanding ending | 1,300,000 | 5,000,000 |
Exercisable ending | 1,300,000 | 625,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding beginning | $ 0.0026 | $ 0.87 |
Granted | 0.01 | 0.0026 |
Exercised | ||
Cancelled | 0.87 | |
Outstanding ending | 0.0083 | 0.0026 |
Exercisable ending | $ 0.0083 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Outstanding beginning | 3 years 4 months 24 days | |
Granted | 5 years | 3 years 4 months 24 days |
Outstanding ending | 4 years 4 months 24 days | 3 years 4 months 24 days |
Exercisable ending | 4 years 4 months 24 days | 3 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value At Date Grant [Roll Forward] | ||
Outstanding beginning | ||
Granted | ||
Exercised | ||
Cancelled | ||
Outstanding ending | ||
Exercisable ending |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | May 24, 2016 | Dec. 19, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2015 |
Stock based compensation expense | $ 53,179 | $ 16,507 | |||
Employees [Member] | |||||
Stock based compensation expense Compensation expense recognized in future periods | 44,700 | ||||
Non Employees [Member] | |||||
Stock based compensation expense Compensation expense recognized in future periods | $ 0 | ||||
2012 Equity Incentive Plan [Member] | |||||
Number of options authorized | 666,667 | ||||
Number of options to purchase | 418,333 | ||||
Fair value of options | $ 63,770 | $ 39,000 | |||
2012 Equity Incentive Plan [Member] | Director [Member] | |||||
Number of options to purchase | 15,000,000 | 6,946,688 | |||
Expiration term | 4 years | 5 years | |||
Amended 2012 Equity Incentive Plan [Member] | |||||
Number of options authorized | 20,000,000 |
Outstanding Warrants (Details N
Outstanding Warrants (Details Narrative) | 12 Months Ended |
Dec. 31, 2017shares | |
Outstanding Warrants | |
Number of warrants | 400,000 |
Warrants expiration date | Sep. 20, 2017 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | ||
State | ||
Total current | ||
Deferred: | ||
Federal | (68,900) | (89,300) |
State | (11,200) | (14,400) |
Total deferred | (80,100) | (103,700) |
Valuation allowance | 80,100 | 103,700 |
Total provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at the federal statutory rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | 5.50% | 5.50% |
Increase in valuation allowance | (39.50%) | (39.50%) |
Effective income tax rate reconciliation | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers (2017 adjusted for revised tax rate) | $ 364,100 | $ 604,800 |
Valuation allowance | (364,100) | (604,800) |
Deferred tax assets, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Corporate tax rate | 21.00% |
Deferred tax benefit | $ 364,100 |
Net operating loss carry forwards | $ 1,734,000 |
Minimum [Member] | |
Operating loss carry forwards expiration period | Dec. 31, 2032 |
Maximum [Member] | |
Operating loss carry forwards expiration period | Dec. 31, 2037 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 06, 2018USD ($)Number | Jan. 08, 2018USD ($)shares | Jan. 26, 2018shares | Dec. 31, 2017 |
Interest rate | 2.00% | |||
Subsequent Event [Member] | Promissory Note [Member] | ||||
Interest rate | 12.00% | |||
Term | 1 year | |||
Conversion price | 58.00% | |||
Trading days | Number | 15 | |||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||
Principal amount | $ | $ 35,000 | |||
Subsequent Event [Member] | Consulting Agreement [Member] | Wellfleet Partners, Inc [Member] | ||||
Cash | $ | $ 7,500 | |||
Number of restricted common stock issued | shares | 2,500,000 | |||
Subsequent Event [Member] | Advisory Agreement [Member] | Uptick Capital, LLC [Member] | ||||
Number of restricted common stock issued | shares | 500,000 | |||
Term | 30 days |