Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 19, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Gulf West Security Network, Inc. | |
Entity Central Index Key | 1,592,603 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 45,182,238 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 41,663 | $ 6,137 |
Accounts receivable | 2,748 | 0 |
Prepaid expenses | 122,105 | 30,289 |
Other current assets | 6,371 | 0 |
Total Current Assets | 172,888 | 36,427 |
Other Assets | ||
Fixed assets, net | 0 | 1,319 |
Goodwill | 612,771 | 0 |
Total Assets | 785,659 | 37,746 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 221,924 | 25,307 |
Accrued interest | 49,261 | 0 |
Notes payable | 117,500 | 0 |
Convertible notes | 138,500 | 0 |
Bridge loan | 471,000 | 0 |
Derivative liability | 172,532 | 0 |
Total Liabilities | 1,170,717 | 25,307 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value; 475,000,000 shares authorized; 45,182,247 and 37,797,238 shares issued and outstanding, respectively | 45,182 | 37,797 |
Additional paid in capital | 132,393 | 120,355 |
Accumulated deficit | (563,377) | (155,830) |
Total Stockholders' Equity (Deficit) | (385,058) | 12,440 |
Total Liabilities and Stockholders' Equity (Deficit) | 785,659 | 37,746 |
Series A | ||
Stockholders' Equity (Deficit) | ||
Preferred stock | 743 | 118 |
Series B | ||
Stockholders' Equity (Deficit) | ||
Preferred stock | 0 | 10,000 |
Series C | ||
Stockholders' Equity (Deficit) | ||
Preferred stock | 0 | 0 |
Series D | ||
Stockholders' Equity (Deficit) | ||
Preferred stock | $ 1 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common Stock; Par Value | $ 0.001 | $ 0.001 |
Common Stock; Shares Authorized | 475,000,000 | 475,000,000 |
Common Stock; Shares Issued | 45,182,247 | 37,797,238 |
Common Stock; Shares Outstanding | 45,182,247 | 37,797,238 |
Series A | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 15,000,000 | 15,000,000 |
Preferred stock; Shares Issued | 742,500 | 117,500 |
Preferred stock; Shares Outstanding | 742,500 | 117,500 |
Series B | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock; Shares Issued | 0 | 10,000,000 |
Preferred stock; Shares Outstanding | 0 | 10,000,000 |
Series C | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 1 | 1 |
Preferred stock; Shares Issued | 1 | 0 |
Preferred stock; Shares Outstanding | 1 | 0 |
Series D | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 1,000 | 1,000 |
Preferred stock; Shares Issued | 1,000 | 0 |
Preferred stock; Shares Outstanding | 1,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | ||||
Monitoring and related services | $ 3,940 | $ 3,088 | $ 13,108 | $ 6,612 |
Total Revenue | 3,940 | 3,088 | 13,108 | 6,612 |
Cost of Product | 975 | 928 | 4,437 | 2,284 |
Gross Profit | 2,965 | 2,160 | 8,671 | 4,328 |
Operating Expenses | ||||
General and administrative | 203,205 | 10,915 | 396,610 | 43,898 |
Sales and marketing | 0 | 0 | 19,608 | 0 |
Total operating expenses | 203,205 | 10,915 | 416,218 | 43,898 |
Operating loss | (200,240) | (8,755) | (407,547) | (39,570) |
Loss before provision for income taxes | (200,240) | (8,755) | (407,547) | (39,570) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (200,240) | $ (8,755) | $ (407,547) | $ (39,570) |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average shares outstanding | 45,182,247 | 32,347,556 | 42,212,304 | 32,347,556 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (407,547) | $ (39,570) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,319 | 239 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,748) | 0 |
Prepaid expenses | (91,816) | (2,530) |
Other current assets | (1,500) | 0 |
Accounts payable and accrued liabilities | 56,769 | 4,759 |
Net cash used in operating activities | (445,523) | (37,102) |
Cash Flows from Financing Activities | ||
Contributions, net | 10,049 | 35,688 |
Proceeds from bridge loan | 471,000 | 0 |
Net cash provided by financing activities | 481,049 | 35,688 |
Net decrease in cash | 35,526 | (1,414) |
Cash, beginning of period | 6,137 | 1,414 |
Cash, end of period | 41,663 | 0 |
Cash paid for: Interest | 0 | 0 |
Cash paid for: Taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Net assets acquired via stock issued | $ (612,771) | $ 0 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Gulf West Security Network, Inc. (a Nevada Corporation), and its wholly-owned subsidiaries, formerly known as “NuLife Sciences, Inc.” (“we”, “us”, “our”, “Gulf West”, “GWSN”, or the “Company”), are principally engaged in providing residential and commercial electronic security, home automation, and systems integration services on both a retail and wholesale basis. The Company’s retail division, which includes its wholly-owned subsidiary LJR Security Services, Inc. (a Louisiana Corporation) (“LJR”), is actively engaged in the hands-on design, engineering, sales, installation, after-market servicing, inspection and remote electronic monitoring of home (residential) burglar, fire and medical alarm systems as well as fully-integrated business (commercial) security and automation systems in the United States. The Company’s wholesale division, which operates under the name Gulf West Security Network (or “Gulf West”), is further engaged in the development and expansion of a proprietary coalition (alliance or network) of independently-branded life safety and property protection providers, fire alert and suppression system installers, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors. Merger On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved and executed an agreement of merger and plan of reorganization (the “Merger Agreement”), to become effective at such time as the articles of merger have been filed with the Secretary of State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one share of series C super-voting preferred stock of NuLife which granted the holder 50.1% of the votes of NuLife at all times. The merger was accounted for as a reverse merger, whereby LJR was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of LJR prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements. Restatement of Articles of Incorporation On September 19, 2018, LJR Security Services, Inc. amended and restated its articles of incorporation providing for a change in the Company’s name to “Gulf West Security Network, Inc.” The Company’s authorized shares of common stock, preferred stock and the par value of the stock will remain unchanged. The Company also amended and restated its bylaws to reflect the name change. On September 20, 2018, the Board of Directors of the Company designated one (1) share of Series C Preferred Stock (the “Series C Stock”) and on thousand (1,000) shares of Series D Preferred Stock (the “Series D Stock”). The classes of Series C Stock and Series D Stock were created in anticipation of the closing of the Merger Agreement. Change of Fiscal Year On September 28, 2018, the the Company’s Board approved a change in fiscal year end from September 30 th st |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Principles of Consolidation The Company’s condensed consolidated financial statements include all accounts of . All inter-company balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. The balance sheet at December 31, 2017 has been derived from the audited financial statements at such date. Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of September 30, 2018 and December 31, 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. Capitalization of Fixed Assets The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Goodwill Goodwill is not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company intends to perform its impairment testing of goodwill annually. The annual evaluation for impairment of goodwill is based on management’s assessment of the carrying values of such assets. Revenue Recognition The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions involving security systems that are sold outright to the customer, or where equipment is already owned by the customer, the Company’s performance obligations include monitoring, related services, and the sale and installation, or refurbish and repair, of the security systems. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected in installation and repair revenue in the condensed consolidated statements of operation. Revenue associated with monitoring and related services is recognized as those services are provided, and is reflected in monitoring and related services revenue in the condensed consolidated statements of operation. Early termination of the contract by the customer results in a termination charge in accordance with the contract terms. Contract termination charges are recognized in revenue when collectability is probable, and are reflected in monitoring and related revenue in the consolidated statements of operations. Amounts collected from customers for sales and other taxes are reported net of the related amounts remitted. Barter Transactions The Company conducts certain barter sales through trade organizations for which it is a member, as are some of its customers. The barter transactions are generally related to the Company providing its security services, and the value of these services is recorded at fair value which is the contracted for value of the services with the customer, which is the more readily available measure as to its valuation. Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in its balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair Value Measurement at Carrying Value September 30, 2018 Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments $ 172,532 — — $ 172,532 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Derivative Financial Instruments The Company evaluates 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 financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. 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 instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the conv ertible notes are due on demand. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below. Income Taxes Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. Going Concern The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss of $407,547 for the nine months ended September 30, 2018, and an accumulated deficit of $563,377 and a working capital deficit of $997,829 at September 30, 2018. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the nine months ended September 30, 2018, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the condensed consolidated financial statements. The Company is currently evaluating the expected impact that the standard could have on its condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment 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 condensed consolidated financial statements. |
Assets and Liabilities Assumed
Assets and Liabilities Assumed through Reverse Merger | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Assets and Liabilities Assumed through Reverse Merger | Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc., LJR received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one (1) share of series C super-voting preferred stock of the Company which granted the holder 50.1% of the votes of the Company at all times. As a result of the Reverse Merger, the Company has acquired the following assets and liabilities which were recorded at fair value. The fair values of assets acquired and liabilities assumed are as follows: Security deposit $ 4,871 Goodwill $ 612,771 Accrued expenses $ (139,849 ) Accrued interest $ (49,261 ) Notes payable $ (117,500 ) Convertible notes $ (138,500 ) Derivative liability $ (172,532 ) Total identified net assets $ — |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid Expenses | The Company has available to its credit through certain trade organizations as a result of barter transactions for services. These amounts are available for use with certain vendors and establishments who are part of the same trade organization. These balances do not represent cash available to the Company, and as such are recorded as the prepaid expenses account as incurred. As of September 30, 2018 and December 31, 2017, the available barter credit balances were $23,109 and $30,289, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2018 | |
Business Combination, Goodwill [Abstract] | |
Goodwill | The Company acquired goodwill through the Reverse Merger described above. The carrying value of $612,771 will be reviewed annually for potential impairment. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | As a result of the Reverse Merger the Company acquired notes payable with total outstanding principal of $117,500 and accrued interest of $36,304, detailed as follows: · Demand note payable with outstanding principal of $25,000, and accrued interest of $17,400. The note was due on June 30, 2015 and carries an interest rate of 12%. This note is currently in default. · Demand notes payable to East West Secured Developments, LLC, with a combined outstanding principal of $74,500, and accrued interest of $18,061. These notes were due on October 31, 2016 and carry an interest rate of 12%. · Term note payable with outstanding principal of and accrued interest of $843 |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes | As a result of the Reverse Merger the Company acquired convertible notes with total outstanding principal of $138,500 and accrued interest of $11,078, detailed as follows: September 30, 2018 (A) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due December 2019 $ 5,000 (B) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due August 2020 50,000 (C) Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and was due September 2018 63,500 (D) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020 20,000 Convertible debt $ 138,500 A. Originally made in 2017, outstanding principal of B. Hayden note was made on August 23, 2017, outstanding principal of C. Current holder acquired the note in May 2018. Current outstanding principal of D. Escala note was made October 13, 2017, outstanding principal of |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Liability [Abstract] | |
Derivative Liability | As of September 30, 2018, the derivative liabilities were valued at $172,532, related to a convertible note due September 2018 (listed above). The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: September 30, 2018 (1) dividend yield of 0%; (2) expected volatility of 336%; (3) risk-free interest rate of 2.18%; (4) expected life of 0.33 year (5) fair value of the Company’s common stock of $0.08 per share. |
Bridge Loan
Bridge Loan | 9 Months Ended |
Sep. 30, 2018 | |
Loans Payable [Abstract] | |
Bridge Loan | As of September 30, 2018, the Company received advances totaling $471,000 from certain unrelated third parties. The form of the advances has not yet been determined by the Company and the third parties. Subsequent to the period ended September 30, 2018 the Company has received an additional advances totaling $175,000 from the same parties. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Capital Stock | The Company is authorized to issue 475,000,000 shares of $.001 par value common stock and 25,000,000 shares of $.001 par value preferred stock. As of September 30, 2018, the Company had 45,182,247 shares of its common stock issued and outstanding, with 742,500 shares of its Series A Convertible Preferred Stock issued and outstanding, 0 shares of its Series B Convertible Preferred Stock issued and outstanding, 1 share of its Series C Super-Voting Preferred Stock issued and outstanding, and 1,000 shares of its Series D Senior Convertible Preferred Stock issued and outstanding. Description of Preferred Stock: Series A Preferred Stock As authorized in the Company’s Amended and Restated Articles of Incorporation, the Company has 2,000,000 shares of Series A Preferred Stock (“Series A Stock”) authorized with the following characteristics: · Holders of the Series A Stock are entitled to receive dividends or other distributions with the holders of the common stock on an “as converted” basis when, as, and if declared by the Board of Directors of the Company. · Holders of shares of Series A Stock, upon Board of Directors approval, may convert at any time following the issuance upon sixty-one (61) day written notice to the Company. Each share of Series A Stock shall be convertible into such number of fully paid and non-assessable shares of common stock as is determined by multiplying the number of issued and outstanding shares of the Company’s common stock together with all other derivative securities, including securities convertible into or exchangeable for common stock, whether or not then convertible or exchangeable (b) subscriptions, rights, options and warrants to purchase shares of common stock, whether or not then exercisable, but entitled to vote on matters submitted to the shareholders, issued by the Company and outstanding as of the date of conversion, by .000001, then multiplying that number of shares of Series A Stock to be converted. · In case of any consolidation, merger of the Company, or a change of control of the Company’s Board, the holders are entitled, without any further action required or permission by the Board, to exercise their conversions rights. In the case of any consolidation, merger of the Company, the Board shall mail to each holder of Series A Stock at least thirty (30) days prior to the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series A Stock into shares of common stock pursuant to this paragraph and thereafter receive the number of shares of common stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of common stock of the Company deliverable upon conversion of such Series A Stock would have been entitled upon conversion immediately preceding such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 8.1(a) hereof; provided however that the Series A Stock shall not be subject to or affected as to the number of conversion shares or the redemption or liquidation price by reason of any reverse stock split affected prior or as a result of any reorganization. · In the event of a liquidation, the holders of shares of the Series A Stock shall be entitled to receive, prior to the holders of the other series of preferred stock and prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of any other shares of stock of the Company by reason of their ownership of such stock, an amount equal to five dollars ($5.00) per share with respect to each share of Series B Stock owned as of the date of Liquidation, plus all declared but unpaid dividends with respect to such shares, and thereafter they shall share in the net Liquidation proceeds on an “as converted basis” on the same basis as the holders of the common stock. · The holders of each share of Series A Stock shall have that number of votes as determined by multiplying the number of issued and outstanding shares of the Company’s common Stock together with all other derivative securities issued by the Company and outstanding as of the date of conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the shareholders, by .000001, then multiplying that number of shares of Series A Stock to be converted. · The Corporation shall have the option to redeem all of the outstanding shares of Series A Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series A Stock holding at least 51% of such Series A Stock, beginning ten (10) business days following notice by the Company, at a redemption price the higher of (a) five dollars ($5.00) per share, or (b) fifty percent (50%) of the trailing average highest closing bid price of the Company’s common stock as quoted on www.OTCMarkets.com or the Company’s primary listing exchange on the date of notice of redemption, unless otherwise modified by mutual written consent between the Company and the holders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within sixty (60) days of notice by the Company to redeem. · The shares of Series A Stock acquired by the Company by reason of conversion or otherwise can be reissued, but only as an amended class, not as shares of Series A Stock. Series C Preferred Stock · 1 share of the Company’s authorized Series C Preferred Stock is issued and outstanding. Although the Series C Preferred Stock carries no dividend, distribution, liquidation or conversion rights, each share of Series C Preferred Stock grants the holder 50.1% of the total votes of all classes of capital stock of the Company and are able to vote together with the common stockholders on all matters. Consequently, the holder of the Company’s Series C Preferred Stock is able to unilaterally control the election of its board of directors and, ultimately, the direction of the Company. Series D Preferred Stock · 1,000 of the Company’s authorized 25,000,000 shares of preferred stock are designated as Series D Preferred Stock. Although the Series D Preferred Stock have no voting rights, shares of Series D Preferred Stock in the aggregate are convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. Additionally, the Series D Preferred Stock has pari passu dividend, distribution and liquidation rights with the common stock. Stock Options As a result of the Reverse Merger the Company has outstanding the following stock options as of the period ended September 30, 2018: Shares Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Outstanding, September 30, 2018 2,120,000 $ 0.17 1.45 $ 355,200 Exercisable, September 30, 2018 2,120,000 $ 0.17 1.45 $ 355,200 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Office Lease Subsequent to December 31, 2017 the Company rented space on a month-to-month basis in a Class 1 office in Lafayette, LA which it currently occupies. The monthly rent is $3,000. For the nine months ended September 30, 2018 and 2017, the Company incurred $20,500 and $0 in rent expense, respectively. Litigation From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent to the period ended September 30, 2018 the Company received an additional advances totaling $175,000 under the bridge note discussed in Note 9. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. |
Principles of Consolidation | The Company’s condensed consolidated financial statements include all accounts of . All inter-company balances and transactions have been eliminated in consolidation. |
Basis of Presentation | The accompanying unaudited financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. The balance sheet at December 31, 2017 has been derived from the audited financial statements at such date. |
Cash and Cash Equivalents | The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of September 30, 2018 and December 31, 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. |
Capitalization of Fixed Assets | The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. |
Goodwill | Goodwill is not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company intends to perform its impairment testing of goodwill annually. The annual evaluation for impairment of goodwill is based on management’s assessment of the carrying values of such assets. |
Revenue Recognition | The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions involving security systems that are sold outright to the customer, or where equipment is already owned by the customer, the Company’s performance obligations include monitoring, related services, and the sale and installation, or refurbish and repair, of the security systems. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected in installation and repair revenue in the condensed consolidated statements of operation. Revenue associated with monitoring and related services is recognized as those services are provided, and is reflected in monitoring and related services revenue in the condensed consolidated statements of operation. Early termination of the contract by the customer results in a termination charge in accordance with the contract terms. Contract termination charges are recognized in revenue when collectability is probable, and are reflected in monitoring and related revenue in the consolidated statements of operations. Amounts collected from customers for sales and other taxes are reported net of the related amounts remitted. |
Barter Transactions | The Company conducts certain barter sales through trade organizations for which it is a member, as are some of its customers. The barter transactions are generally related to the Company providing its security services, and the value of these services is recorded at fair value which is the contracted for value of the services with the customer, which is the more readily available measure as to its valuation. |
Fair Value Measurements | Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in its balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair Value Measurement at Carrying Value September 30, 2018 Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments $ 172,532 — — $ 172,532 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. |
Derivative Financial Instruments | The Company evaluates 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 financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. 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 instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below. |
Income Taxes | Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. |
Going Concern | The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss of $407,547 for the nine months ended September 30, 2018, and an accumulated deficit of $563,377 and a working capital deficit of $997,829 at September 30, 2018. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the nine months ended September 30, 2018, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the condensed consolidated financial statements. The Company is currently evaluating the expected impact that the standard could have on its condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment 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 condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Derivative liabilities | Fair Value Measurement at Carrying Value September 30, 2018 Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments $ 172,532 — — $ 172,532 |
Assets and Liabilities Assume_2
Assets and Liabilities Assumed through Reverse Merger (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Assets acquired and liabilities assumed | Security deposit $ 4,871 Goodwill $ 612,771 Accrued expenses $ (139,849 ) Accrued interest $ (49,261 ) Notes payable $ (117,500 ) Convertible notes $ (138,500 ) Derivative liability $ (172,532 ) Total identified net assets $ — |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible notes | September 30, 2018 (A) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due December 2019 $ 5,000 (B) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due August 2020 50,000 (C) Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and was due September 2018 63,500 (D) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020 20,000 Convertible debt $ 138,500 A. Originally made in 2017, outstanding principal of B. Hayden note was made on August 23, 2017, outstanding principal of C. Current holder acquired the note in May 2018. Current outstanding principal of D. Escala note was made October 13, 2017, outstanding principal of |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Liability [Abstract] | |
Derivative liabilities assumptions | September 30, 2018 (1) dividend yield of 0%; (2) expected volatility of 336%; (3) risk-free interest rate of 2.18%; (4) expected life of 0.33 year (5) fair value of the Company’s common stock of $0.08 per share. |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stock option activity | Shares Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Outstanding, September 30, 2018 2,120,000 $ 0.17 1.45 $ 355,200 Exercisable, September 30, 2018 2,120,000 $ 0.17 1.45 $ 355,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative liabilities, debt and equity instruments | $ 172,532 | $ 0 |
Level 1 | ||
Derivative liabilities, debt and equity instruments | 0 | |
Level 2 | ||
Derivative liabilities, debt and equity instruments | 0 | |
Level 3 | ||
Derivative liabilities, debt and equity instruments | $ 172,532 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Net loss | $ (200,240) | $ (8,755) | $ (407,547) | $ (39,570) | |
Accumulated deficit | (563,377) | (563,377) | $ (155,830) | ||
Working capital deficit | $ (997,829) | $ (997,829) |
Assets and Liabilities Assume_3
Assets and Liabilities Assumed through Reverse Merger (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Business Combinations [Abstract] | ||
Security deposit | $ 4,871 | |
Goodwill | 612,771 | $ 0 |
Accrued expenses | (139,849) | |
Accrued interest | (49,261) | |
Notes payable | (117,500) | |
Convertible notes | (138,500) | |
Derivative liability | (172,532) | |
Total identified net assets | $ 0 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets [Abstract] | ||
Barter credit balances | $ 23,109 | $ 30,289 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Business Combination, Goodwill [Abstract] | ||
Goodwill | $ 612,771 | $ 0 |
Convertible Notes (Details)
Convertible Notes (Details) | Sep. 30, 2018USD ($) |
Convertible debt | $ 138,500 |
Convertible Note Payable 1 | |
Convertible debt | 5,000 |
Convertible Note Payable 2 | |
Convertible debt | 50,000 |
Convertible Note Payable 3 | |
Convertible debt | 63,500 |
Convertible Note Payable 4 | |
Convertible debt | $ 20,000 |
Derivative Liability (Details)
Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Derivative Liability [Abstract] | |
Dividend yield | 0.00% |
Expected volatility | 336.00% |
Risk-free interest rate | 2.18% |
Expected life | 3 months 29 days |
Fair value of the Companys common stock | $ .08 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Liability [Abstract] | ||
Derivative liabilities | $ 172,532 | $ 0 |
Bridge Loan (Details Narrative)
Bridge Loan (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Loans Payable [Abstract] | ||
Bridge loan | $ 471,000 | $ 0 |
Capital Stock (Details)
Capital Stock (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Equity [Abstract] | |
Stock options, outstanding | shares | 2,120,000 |
Weighted average exercise price, outstanding | $ / shares | $ .17 |
Weighted average remaining term, outstanding | 1 year 5 months 12 days |
Aggregate intrinsic value, outstanding | $ | $ 355,200 |
Stock options, exercisable | shares | 2,120,000 |
Weighted average exercise price, exercisable | $ / shares | $ 0.17 |
Weighted average remaining term, exercisable | 1 year 5 months 12 days |
Aggregate intrinsic value, exercisable | $ | $ 355,200 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common Stock; Par Value | $ 0.001 | $ 0.001 |
Common Stock; Shares Authorized | 475,000,000 | 475,000,000 |
Common Stock; Shares Issued | 45,182,247 | 37,797,238 |
Common Stock; Shares Outstanding | 45,182,247 | 37,797,238 |
Series A | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 15,000,000 | 15,000,000 |
Preferred stock; Shares Issued | 742,500 | 117,500 |
Preferred stock; Shares Outstanding | 742,500 | 117,500 |
Series B | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock; Shares Issued | 0 | 10,000,000 |
Preferred stock; Shares Outstanding | 0 | 10,000,000 |
Series C | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 1 | 1 |
Preferred stock; Shares Issued | 1 | 0 |
Preferred stock; Shares Outstanding | 1 | 0 |
Series D | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 1,000 | 1,000 |
Preferred stock; Shares Issued | 1,000 | 0 |
Preferred stock; Shares Outstanding | 1,000 | 0 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 20,500 | $ 0 |