Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 13, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Gofba, Inc. | ||
Entity Central Index Key | 0001735092 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 51,233,998 | ||
Entity Public Float | $ 14,000,050 | ||
EntityFileNumber | 000-53316 | ||
EntityAddressAddressLine1 | 3281 E. Guasti Road | ||
EntityAddressAddressLine2 | Suite 700 | ||
EntityAddressPostalZipCode | 91761 | ||
EntityTaxIdentificationNumber | 943453342 | ||
EntityAddressCityOrTown | Ontario | ||
LocalPhoneNumber | 212-7989 | ||
CityAreaCode | 909 | ||
EntityAddressStateOrProvince | CALIFORNIA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 94 | $ 66 |
Prepaid expenses and other current assets | 28 | 38 |
Total current assets | 122 | 104 |
Property and equipment, net | 56 | 68 |
Software development costs, net (Note 3) | 639 | 451 |
Total assets | 817 | 623 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,039 | 518 |
Deposits on common stock subscriptions (Note 4) | 586 | 586 |
Stockholder payable (Note 5) | 4,470 | 3,370 |
Total current liabilities | 6,095 | 4,474 |
Long-term Liabilities | ||
Note payable - related party (Note 6) | 1,285 | 1,285 |
Interest payable related party (Note 6) | 107 | 43 |
Total liabilities | 7,487 | 5,802 |
Commitments and contingencies (Note 7) | ||
Stockholders' deficit (Note 4) | ||
Common stock, no par value; 200,000,000 shares authorized; 50,806,798 and 50,383,998 shares issued and outstanding at December 31, 2019 and and December 31, 2018, respectively | 14,816 | 13,699 |
Non-controlling interest | (2,332) | (2,178) |
Accumulated deficit | (19,154) | (16,700) |
Total stockholders' deficit | (6,670) | (5,179) |
Total liabilities and stockholders' deficit | $ 817 | $ 623 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' deficit | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 50,806,798 | 50,383,998 |
Common stock, shares outstanding | 50,806,798 | 50,383,998 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | ||
Revenues | $ 64 | |
Cost of goods sold | 61 | |
Gross profit | 3 | |
Costs and expenses | ||
General and administrative | 2,115 | 1,896 |
Professional fees | 427 | 3,595 |
Depreciation and amortization | 69 | 112 |
Total costs and expenses | 2,611 | 5,603 |
Net loss | (2,608) | (5,603) |
Net loss attributable to non-controlling interest | (154) | (200) |
Net loss attributable to the Company | $ (2,454) | $ (5,403) |
Net loss per share | ||
Basic | $ (0.05) | $ (0.11) |
Diluted | $ (0.05) | $ (0.11) |
Weighted average common shares outstanding | ||
Basic | 50,640,093 | 50,036,052 |
Diluted | 50,640,093 | 50,036,052 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] |
Balance, shares at Dec. 31, 2017 | 48,662,388 | |||
Balance, amount at Dec. 31, 2017 | $ (3,966) | $ 9,309 | $ (1,978) | $ (11,297) |
Non-cash equity compensation (Note 4), shares | 1,228,610 | |||
Non-cash equity compensation (Note 4), amount | 3,185 | $ 3,185 | ||
Sales of common stock for cash (Note 4), shares | 493,000 | |||
Sales of common stock for cash (Note 4), amount | 1,205 | $ 1,205 | ||
Net Income (Loss) | $ (5,603) | $ (200) | $ (5,403) | |
Balance, shares at Dec. 31, 2018 | 50,383,998 | |||
Balance, amount at Dec. 31, 2018 | $ (5,179) | $ 13,699 | $ (2,178) | $ (16,700) |
Non-cash equity compensation (Note 4), shares | ||||
Non-cash equity compensation (Note 4), amount | $ 61 | $ 61 | ||
Sales of common stock for cash (Note 4), shares | 422,800 | |||
Sales of common stock for cash (Note 4), amount | $ 1,056 | $ 1,056 | ||
Net Income (Loss) | $ (2,608) | $ (154) | $ (2,454) | |
Balance, shares at Dec. 31, 2019 | 50,806,798 | |||
Balance, amount at Dec. 31, 2019 | $ (6,670) | $ 14,816 | $ (2,332) | $ (19,154) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (2,608,000) | $ (5,603,000) |
Less: Net loss attributable to non-controlling interest | (154,000) | (200,000) |
Net loss attributable to the Company | (2,454,000) | (5,403,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net loss attributable to non-controlling interest | (154,000) | (200,000) |
Non-cash equity compensation | 61,000 | 3,185,000 |
Non-cash lease expense (Note 7) | 1,243,000 | 1,050,000 |
Depreciation and amortization expense | 69,000 | 112,000 |
Changes in: | ||
Prepaid expenses and other current assets | 10,000 | (12,000) |
Accounts payable and accrued expenses | 277,000 | 137,000 |
Accrued legal settlement | (106,000) | |
Interest payable - related party | 64,000 | 43,000 |
Net cash used in operating activities | (884,000) | (1,194,000) |
Cash flows from investing activities | ||
Software development costs and equipment expenditures | (60,000) | |
Net cash used in investing activities | (60,000) | |
Cash flows from financing activities | ||
Proceeds from sales of common stock | 1,056,000 | 1,205,000 |
Return of proceeds related to legal settlement | (1,258,000) | |
Proceeds from note payable, related party | 1,285,000 | |
(Repayments to) advances from stockholder payable | (144,000) | (12,000) |
Net cash provided by financing activities | 912,000 | 1,220,000 |
Net increase (decrease) in cash and cash equivalents | 28,000 | (34,000) |
Cash and cash equivalents, beginning of the year | 66,000 | 100,000 |
Cash and cash equivalents, end of year | $ 94,000 | $ 66,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for: | ||
Interest | ||
Income taxes | 800,000 | |
Non-cash Investing Activities | ||
Accrual of software development costs | $ 244,000 | $ 240,000 |
Business and Significant Accoun
Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Business and Significant Accounting Policies | |
Note 1 - Business and Significant Accounting Policies | Business Gofba, Inc. (“Gofba”) was incorporated on November 6, 2008, pursuant to the laws of the State of California. The Company is a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by its competitors. Gofba was established to provide users with a safe haven on the internet. Basis of Presentation The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. (“GTI”), an entity wholly-owned by Gofba’s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the “Company” and intercompany balances and transactions have been eliminated in consolidation. Management determined that GTI is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management also determined that Gofba is the primary beneficiary of GTI based primarily on common stockholders and the related party nature of GTI’s decision-makers and daily business operators. Management Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Future Operations, Liquidity, and Capital Resources The Company has limited revenue-generating operations, a material working capital deficit and a history of experiencing operating losses. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During 2019, the Company continued to develop its technologies, its strategy to monetize its intellectual properties and its business plan. Management intends to rely on additional sales of the Company’s common stock, as well as related party relationships, to provide sufficient liquidity to meet the Company’s cash requirements for a period of at least the next twelve months. Given the uncertain nature of management’s plans, combined with the Company’s significant stockholders’ deficit, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, there can be no assurance that its operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. From January 1, 2020 through April 13, 2020, the Company sold subscriptions to issue 320,500 shares of its common stock to 14 non-affiliated investors in exchange for $1,602,500 of cash proceeds. All sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. Management believes that related cash proceeds will be sufficient to fund operations for the remainder of 2020. The Company plans to focus on creating new revenue generating activities through various initiatives. Since the Company has not completed development of its technologies and has not established any sources of recurring revenue to cover its operating costs, the Company plans to continue to fund its losses through continued issuance of its common stock and support from its primary stockholder and other related parties. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained at one financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit, as well as coverage provided by the Securities Investment Protection Corporation. Property and Equipment Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of three years using the straight-line method. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repairs and maintenance expenditures that do not significantly add value to property and equipment, or prolong its life, are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in the operating results of the related period. Software Development Costs Software development costs are capitalized once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. When a product is ready for its intended use, capitalized software development costs are amortized over an estimated useful life of four years. Impairment of Long-Lived Assets Management reviews the recoverability of long-lived assets, such as property and equipment and software development costs, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, from the related operations. If the aggregate of the net cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The determination and measurement of impairment of long-lived assets requires management to estimate future cash flows and the fair value of long-lived assets. Management determined that there were no impairment charges to be recognized for 2019 or 2018. There can be no assurance, however, that market conditions and technologies will not change or demand for the Company’s products will materialize, which could result in an impairment of long-lived assets in the future. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes. The Company’s net deferred tax assets at December 31, 2019 and 2018 consist principally of net operating losses. The Company provided a 100% valuation allowance for the tax effect of these net operating losses, and as a result, no benefit for income taxes has been provided in the accompanying consolidated statements of operations. The Company provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized. U.S. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. A favorable tax position is to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. The Company did not recognize any adjustments regarding its tax accounting treatments for the years ended December 31, 2019 and 2018. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities. Revenue Recognition In May 2014, the FASB issued Accounting Standards Update ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new revenue guidance was effective for the Company on January 1, 2019. During the years ended December 31, 2019 and 2018, the Company sold custom hardware to one customer in the amount of $64,000 and $-0-, respectively. The Company recognizes revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps: 1. Identification of the contract, or contracts, with the customer The Company determines it has a contract with a customer when the contract is approved, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. 3. Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocation of the transaction price to the performance obligation in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5. Recognition of the revenue when, or as, a performance obligation is satisfied Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service (or product) to a customer. Revenue is recognized as control is transferred to the customer, in an amount that reflects the consideration expected to be received. Variable Consideration Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares and dilutive potential common shares outstanding during the period. When applicable, dilutive potential shares may consist of dilutive shares issuable upon the exercise or vesting of outstanding stock options and warrants computed using the treasury stock method. During a period where a net loss is incurred, dilutive potential shares are excluded from the computation of dilutive net loss per share, as the inclusion is anti-dilutive. Recent Accounting Pronouncements In September 2018, the FASB issued ASU No. 2018-07, "Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting," which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective for the year ending December 31, 2020. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2020, and requires a modified retrospective adoption, with early adoption permitted. While management is continuing to assess all potential impacts of the standard, management currently believes the most significant impact relates to the accounting and reporting of operating leases on the consolidated balance sheet and the expectation that the Company’s assets and liabilities will increase significantly. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Note 2 - Property and Equipment | Property and equipment, net consisted of the following at December 31: December 31, December 31, 2019 2018 Office furniture, equipment and software $ 197,000 $ 197,000 Less accumulated depreciation (141,000 ) (129,000 ) Property and equipment, net $ 56,000 $ 68,000 Depreciation expense for the years ended December 31, 2019 and 2018 was $12,000 and $9,000, respectively. |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2019 | |
Software Development Costs | |
Note 3 - Software Development Costs | Software development costs, net consisted of the following at December 31: December 31, December 31, 2019 2018 Capitalized software in-process $ 581,000 $ 337,000 Website development 607,000 607,000 Less accumulated amortization (549,000 ) (493,000 ) Software development costs, net $ 639,000 $ 451,000 Amortization expense for the years ended December 31, 2019 and 2018 was $56,000 and $103,000, respectively. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity (Deficit) | |
Note 4 - Stockholders' Equity (Deficit) | Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, no par value. The Company has not issued, nor established any series for, any of its preferred stock. The Company’s preferred stock is “blank check preferred” whereby the Company’s Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further stockholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control. Common Stock The Company has authorized 200,000,000 shares of common stock, no par value, and has 50,806,798 and 50,383,998 shares outstanding as of December 31, 2019 and 2018, respectively. Of these outstanding shares, 50,041,498 shares were issued as of December 31, 2019 and 2018. In 2014, the Company agreed to issue 42,634,878 shares of its common stock to the Company’s co-founder, who is also the Company’s Chairperson and President. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018. In 2014, the Company agreed to issue 1,000,000 shares of its common stock to the Company’s co-founder, who is also the Company’s Chief Executive Officer. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018. On the date these shares were agreed to be issued, the Company’s business model was still in development, as was a significant portion of its technologies. Further, the Company’s liquidity was extremely limited. As a result, the estimated fair value of these ‘founder shares’ was nominal on the date the Company committed to their issuance. During the first quarter of 2018, the Company’s board of directors voluntarily elected to approve the issuance of shares of common stock to a number of individuals and entities, including directors and officers, that have worked with the Company over the last several years and assisted with the creation and testing of the Company’s various products. The Company was not obligated to issue these shares and the shares were not issued pursuant to any consulting agreement or stock compensation plan. In total, the Company approved the issuance of an aggregate of 1,228,610 shares of its common stock. The awarded shares were fully-vested on the date of grant and the Company recognized a charge to professional fees in the amount of $3,072,000, which was based on the estimated fair value of common stock awarded. As of December 31, 2019, the Company’s co-founder, Chairperson and President is in the process of gifting 600,000 shares of her common stock to two vendors of the Company. During the years ended December 31, 2019 and 2018, the Company recognized additional professional fee expenses of $61,000 and $113,000, respectively, which represents the estimated amount of discounted services received by the Company. During the year ended December 31, 2019, the Company sold subscriptions to issue 422,800 shares of common stock in exchange for $1,056,000 of cash proceeds. During the year ended December 31, 2018, the Company sold subscriptions to issue 493,000 shares of common stock in exchange for $1,205,000 of cash proceeds. Deposits on Common Stock Subscriptions Since inception of the Company, and before the issuance of the Company’s disclosure statement in January 2017 (see below), the Company received gross cash proceeds of approximately $11,000,000 as deposits from investors who have indicated an interest in purchasing shares of the Company’s common stock. The Company has refunded an aggregate of approximately $1,900,000. In a disclosure statement from the Company dated January 9, 2017, each potential investor was asked to ratify their investment decision and thereby acquire shares of the Company’s common stock. The Company also provided each potential investor the option of rescinding its investment interest, in which case the Company would return any deposit they submitted and would not issue them any shares of common stock. As of December 31, 2019, deposits of approximately $8,500,000 have been ratified. In addition, as of December 31, 2019, subscription deposits of $457,000 have been rescinded and the Company has not received a response from individuals or entities representing deposits of $129,000. Based on the refundable nature of the Company’s common stock subscriptions, and until each potential investor ratified their investment decision, amounts received by the Company have been presented as liabilities in the accompanying consolidated balance sheets. As of December 31, 2019 and 2018, deposits on common stock subscriptions totaled $586,000. Warrants and Stock Options There are no warrants or stock options granted, issued or outstanding as of the December 31, 2019 and 2018. |
Stockholder Payable
Stockholder Payable | 12 Months Ended |
Dec. 31, 2019 | |
Stockholder Payable | |
Note 5 - Stockholder Payable | The Company has primarily relied on the financial and human resources, relationships, funding and expertise of its founding stockholders, who are husband and wife, since inception. As a result, the Company advances and receives funds as the Company’s cash needs dictated and during the years ended December 31, 2019 and 2018, amounts funded and/or loaned to the Company by its Chairperson, President and majority stockholder were $1,244,000 and $1,254,000, respectively, and amounts returned during the same periods were $144,000 and $216,000, respectively. As of December 31, 2019 and 2018, the stockholder payable balance outstanding was $4,470,000 and $3,370,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms. |
Note Payable - Related Party
Note Payable - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Note Payable - Related Party | |
Note 6 - Note Payable - Related Party | On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the promissory note, the Company borrowed $1,285,000 at 5% annual, simple interest and is obligated to repay the principal and interest amounts on January 1, 2020. In March 2020, the parties extended the maturity date of the note to January 1, 2022. The promissory note contains standard acceleration provisions upon an event of default and the borrowing is not collateralized. The Company borrowed the funds to pay the settlement amount due under the settlement agreement in a lawsuit described in Note 9 of the consolidated financial statements. The balance of the promissory note as of December 31, 2019 and 2018 was $1,285,000, and interest payable related to the promissory note as of December 31, 2019 and 2018 was $107,000 and $43,000, respectively. For the years ended December 31, 2019 and 2018, the Company incurred interest expense from the promissory note during the years ended December 31, 2019 and 2018 of $64,000 and $43,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Note 7 - Commitments and Contingencies | Commitments Since inception, the Company has leased access to computer storage and processing space from a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the agreement, the Company first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2017, the service payments were $1,050,000 annually. For the years ended December 31, 2019 and 2018, expenses associated with these services were $1,050,000 for each year (Note 11). The Company’s board of directors has ratified and approved the terms of each annual service agreement. The agreement expires October 30, 2020. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5). In October 2017, the Company entered into an operating lease with a trust controlled by the Company’s Chairperson, President, and majority stockholder for office and internet server space for monthly rent of $16,000. The agreement expires October 1, 2022. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5). In August 2015, the Company entered into an operating lease (as amended) for office space in Ontario, California, which expires on October 31, 2020. The lease includes approximately 5,600 rentable square feet of office space. The Company also leases certain office suites typically under a one year term. Rent expense for office space for the years ended December 31, 2019 and 2018 was $173,000 and $192,000, respectively. Non-cancelable future minimum lease payments required under operating leases are as follows as of December 31, 2019: Years Ending December 31, 2020 $ 1,376,000 2021 192,000 2022 144,000 $ 1,712,000 Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and money market funds. Management mitigates such potential risks by maintaining the Company’s cash balances with entities that management believes possess high-credit quality. Other Contingencies From inception of the Company through January 9, 2017, the date of the disclosure statement described in Note 4, the Company received cash proceeds as deposits from individuals who indicated an interest in purchasing shares of the Company’s stock. At the time of these transactions, management does not believe that the Company offered securities for sale, as defined by the Securities Act of 1933. However, if such transactions were deemed to be an offering of securities, management believes that the Company complied with Section 4(a)(2) of the Securities Act of 1933, including the requirement that each purchaser be an accredited investor (as defined) or a sophisticated investor (as defined). In the event that the Company was deemed to have offered securities for sale and did not comply with Section 4(a)(2) of the Securities Act of 1933, the Company may be required to refund amounts received and/or be subject to penalties from security regulators. The accompanying consolidated financial statements do not include any amounts related to this uncertainty. Periodically, the Company receives services from individuals that the Company classifies as independent contractors. Management believes that such individuals are independent contractors because, among other things, they can choose whether, when, and where to provide services and are free to provide services to others. However, if the Company was required to classify such individuals as employees, it would likely incur significant additional expenses, potentially including expenses associated with the application of wage and hour laws, employee benefits, social security contributions, taxes, and penalties. The accompanying consolidated financial statements do not include any amounts related to this uncertainty. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Note 8 - Income Taxes | The tax effects of temporary differences that give rise to significant portions of the net deferred income tax assets are primarily the Company’s Federal and state net operating loss carryforwards in the amounts of approximately $10,000,000 and $7,600,000 as of December 31, 2019 and 2018, respectively. Management has established a valuation allowance equal to the entire amount of the Company’s net deferred income tax assets due to the uncertainty that the deferred income tax assets will be realized by the Company’s ability to generate sufficient future taxable income. On December 22, 2017, U.S. tax legislation known as the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was enacted. For corporations, the TCJA amends existing U.S. Internal Revenue Code by reducing the corporate income tax rate and modifying several business deduction and international tax provisions. Specifically, the corporate income tax rate was reduced to 21% from 34%, which resulted in revaluation of deferred income tax assets and liabilities and adjustment to the corresponding valuation allowance. Other changes that may have significant future impact on the Company’s financial position relates to net operating losses, which will have an unlimited carryforward period (previously 20 years) and no carryback period (previously 2 years), but deductions for such losses are limited to 80% of taxable income (previously 100% of taxable income) beginning with the 2018 tax year. Utilization of the net operating loss carryforwards may be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state provisions due to equity ownership changes that have occurred previously or that could occur in future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax. The Company has reviewed its tax positions and has determined that it has no significant uncertain tax positions at December 31, 2019 and 2018. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Legal Proceedings | |
Note 9 - Legal Proceedings | In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations. On July 2, 2015, the Company was sued in the Superior Court of California for the County of San Bernardino (Case No. CIV-DS1509468) by the listed Plaintiffs. The Company was served with the original Complaint on August 25, 2015, and filed a Demurrer to the Complaint, which was granted by the Court with leave to amend. A first amended Complaint was filed on January 4, 2016, to which the Company also filed a Demurrer and prevailed and a second amended Complaint was filed on June 12, 2016, to which the Company also filed a Demurrer, which was denied on October 18, 2016. On October 14, 2016, the Company filed an Answer to the second amended Complaint. The Complaint, as amended, claimed causes of action for fraud, unjust enrichment, violation of the Unfair Business Practices Act, failure to pay wages, including minimum wage and overtime, failure to reimburse employment expenses, failure to provide wage statements, waiting time penalties, defamation, intentional infliction of emotional distress, offer and sale of unqualified, non-exempt securities in violation of Section 25110, and misrepresentation or omission of material facts in violation of Corporations Code Section 25401, and sought damages to be determined at trial. In addition to filing the above-mentioned Answers to the Complaints, as amended, the Company filed a Cross-Complaint claiming breach of contract and breach of fiduciary duty. Although the Company rejected the Plaintiffs’ allegations in the Complaint, as amended, the Company’s Board of Directors elected to settle the lawsuit and the parties entered into a settlement agreement on November 3, 2017. Under the terms of the settlement agreement, the Company agreed to pay an aggregate of $1,375,000 as follows: (a) $75,000 within one day of executing the settlement agreement, and (b) $1,300,000 on or before 150 days after October 3, 2017. If the Company makes those payments, a portion of the payment will be deemed a return of Plaintiff’s investment amount and the Plaintiffs will no longer have any right to acquire 477,600 shares of the Company’s common stock. The amount by which the settlement exceeded the rescinded investment amount was $181,000, and such amount was expensed during the year ended December 31, 2015. On March 26, 2018, the parties amended the settlement agreement and the Company paid to the Plaintiffs $50,000, plus an additional $10,000 of interest. In addition, the Company was obligated to pay the Plaintiffs $1,250,000 no later than May 3, 2018. On May 2, 2018, $1,285,000 was paid by a trust controlled by the Company’s Chairperson, President and majority stockholder, on behalf of the Company to fully satisfy the settlement agreement, as amended. The Company, in turn, entered into a promissory note with the trust further described in Note 6. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Note 10 - Related Party Transactions | The Company has primarily relied on the financial and human resources, relationships, funding and expertise of its founding stockholders, who are husband and wife, since inception. See Note 5 above for further discussion. On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 6 above for further discussion. Since inception, the Company has leased access to computer storage and processing space from a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 7 above for further discussion. On May 14, 2018, the Company entered into employment agreements with Anna Chin and William DeLisi to serve as the Company’s President and Chief Executive Officer, respectively, under which the Company agreed to compensate Ms. Chin and Mr. DeLisi each at the annual salary of $121,000, beginning January 1, 2018 and terminating on December 31, 2023, with the possibility of extending the term for one additional year. In the event the Company is not able to pay Ms. Chin and/or Mr. DeLisi cash compensation for their salaries, the Company may issue shares of its common stock, valued at $5.00 per share, in lieu of such cash compensation. Any such shares will be issued at the end of each calendar quarter for any cash compensation they did not receive. Ms. Chin and Mr. DeLisi are also entitled to standard executive employee health and life insurance benefits and certain severance payments in the event of termination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Note 11 - Subsequent Events | From January 1, 2020 through April 13, 2020, the Company sold subscriptions to issue 320,500 shares of its common stock to 14 non-affiliated investors in exchange for $1,602,500 of cash proceeds. All sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. Effective January 1, 2020, the parties extended the terms of the agreement related to the computer storage and processing equipment described further in Note 7. The Company's Board of Directors approved the extension of the agreement. The term of the extension is through October 30, 2020 and there were no other changes to the agreement. |
Business and Significant Acco_2
Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Business and Significant Accounting Policies (Policies) | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. (“GTI”), an entity wholly-owned by Gofba’s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the “Company” and intercompany balances and transactions have been eliminated in consolidation. Management determined that GTI is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management also determined that Gofba is the primary beneficiary of GTI based primarily on common stockholders and the related party nature of GTI’s decision-makers and daily business operators. |
Management Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Future Operations, Liquidity, and Capital Resources | The Company has limited revenue-generating operations, a material working capital deficit and a history of experiencing operating losses. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During 2019, the Company continued to develop its technologies, its strategy to monetize its intellectual properties and its business plan. Management intends to rely on additional sales of the Company’s common stock, as well as related party relationships, to provide sufficient liquidity to meet the Company’s cash requirements for a period of at least the next twelve months. Given the uncertain nature of management’s plans, combined with the Company’s significant stockholders’ deficit, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, there can be no assurance that its operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. From January 1, 2020 through April 13, 2020, the Company sold subscriptions to issue 320,500 shares of its common stock to 14 non-affiliated investors in exchange for $1,602,500 of cash proceeds. All sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. Management believes that related cash proceeds will be sufficient to fund operations for the remainder of 2020. The Company plans to focus on creating new revenue generating activities through various initiatives. Since the Company has not completed development of its technologies and has not established any sources of recurring revenue to cover its operating costs, the Company plans to continue to fund its losses through continued issuance of its common stock and support from its primary stockholder and other related parties |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained at one financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit, as well as coverage provided by the Securities Investment Protection Corporation. |
Property and Equipment | Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of three years using the straight-line method. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repairs and maintenance expenditures that do not significantly add value to property and equipment, or prolong its life, are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in the operating results of the related period. |
Software Development Costs | Software development costs are capitalized once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. When a product is ready for its intended use, capitalized software development costs are amortized over an estimated useful life of four years. |
Impairment of Long-Lived Assets | Management reviews the recoverability of long-lived assets, such as property and equipment and software development costs, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, from the related operations. If the aggregate of the net cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The determination and measurement of impairment of long-lived assets requires management to estimate future cash flows and the fair value of long-lived assets. Management determined that there were no impairment charges to be recognized for 2019 or 2018. There can be no assurance, however, that market conditions and technologies will not change or demand for the Company’s products will materialize, which could result in an impairment of long-lived assets in the future. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes. The Company’s net deferred tax assets at December 31, 2019 and 2018 consist principally of net operating losses. The Company provided a 100% valuation allowance for the tax effect of these net operating losses, and as a result, no benefit for income taxes has been provided in the accompanying consolidated statements of operations. The Company provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized. U.S. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. A favorable tax position is to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. The Company did not recognize any adjustments regarding its tax accounting treatments for the years ended December 31, 2019 and 2018. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities. |
Revenue Recognition | In May 2014, the FASB issued Accounting Standards Update ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new revenue guidance was effective for the Company on January 1, 2019. During the years ended December 31, 2019 and 2018, the Company sold custom hardware to one customer in the amount of $64,000 and $-0-, respectively. The Company recognizes revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps: 1. Identification of the contract, or contracts, with the customer The Company determines it has a contract with a customer when the contract is approved, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. 3. Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4. Allocation of the transaction price to the performance obligation in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5. Recognition of the revenue when, or as, a performance obligation is satisfied Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service (or product) to a customer. Revenue is recognized as control is transferred to the customer, in an amount that reflects the consideration expected to be received. Variable Consideration Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. |
Net Loss per Share | Basic net loss per share is calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares and dilutive potential common shares outstanding during the period. When applicable, dilutive potential shares may consist of dilutive shares issuable upon the exercise or vesting of outstanding stock options and warrants computed using the treasury stock method. During a period where a net loss is incurred, dilutive potential shares are excluded from the computation of dilutive net loss per share, as the inclusion is anti-dilutive. |
Recent Accounting Pronouncements | In September 2018, the FASB issued ASU No. 2018-07, "Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting," which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective for the year ending December 31, 2020. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2020, and requires a modified retrospective adoption, with early adoption permitted. While management is continuing to assess all potential impacts of the standard, management currently believes the most significant impact relates to the accounting and reporting of operating leases on the consolidated balance sheet and the expectation that the Company’s assets and liabilities will increase significantly. |
Reclassifications | Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Schedule of Property and equipment | December 31, December 31, 2019 2018 Office furniture, equipment and software $ 197,000 $ 197,000 Less accumulated depreciation (141,000 ) (129,000 ) Property and equipment, net $ 56,000 $ 68,000 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Software Development Costs (Tables) | |
Schedule of Software Development Costs | December 31, December 31, 2019 2018 Capitalized software in-process $ 581,000 $ 337,000 Website development 607,000 607,000 Less accumulated amortization (549,000 ) (493,000 ) Software development costs, net $ 639,000 $ 451,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies (Tables) | |
Schedule of Commitments and Contingencies | Years Ending December 31, 2020 $ 1,376,000 2021 192,000 2022 144,000 $ 1,712,000 |
Business and Significant Acco_3
Business and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
State of incorporation | California | ||
Date of incorporation | Nov. 6, 2008 | ||
Percentage of valuation allowance provided | 100.00% | ||
Common stock share issued | 320,500 | 50,806,798 | 50,383,998 |
Proceeds from issuance of common stock | $ 1,602,500 | $ 1,056,000 | $ 1,205,000 |
Revenue | 64,000 | ||
One Customer [Member] | |||
Revenue | $ 64,000 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Less accumulated depreciation | $ (141) | $ (129) |
Property and equipment | 56 | 68 |
Office Furniture, Equipment and Software [Member] | ||
Property and equipment | $ 197 | $ 197 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment | ||
Depreciation expense | $ 12 | $ 9 |
Software Development Costs (Det
Software Development Costs (Details) - Software Development Costs [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Capitalized software in-process | $ 581 | $ 337 |
Website development | 607 | 607 |
Less: accumulated amortization | (549) | (493) |
Software development costs, net | $ 639 | $ 451 |
Software Development Costs (D_2
Software Development Costs (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Software Development Costs (Details Narrative) | ||
Amortization expense | $ 56 | $ 103 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 13, 2020 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred Stock, shares authorized | 20,000,000 | |||
Common stock, shares outstanding | 50,806,798 | 50,383,998 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Approval of issuance of shares | 1,228,610 | |||
Professional fees | $ 3,072,000 | $ 427,000 | $ 3,595,000 | |
Common shares issued against subscriptions | 422,800 | 493,000 | ||
Proceeds from issuance of common stock | $ 1,056,000 | $ 1,205,000 | ||
Approval of deposits from investors | 8,500,000 | |||
Entities representing deposits | 129,000 | |||
Cancellation of subscription | 457,000 | |||
Total Subscription deposits | $ 586,000 | |||
Common stock, shares issued | 320,500 | 50,806,798 | 50,383,998 | |
Proceeds from issuance of common stock | $ 1,602,500 | $ 1,056,000 | $ 1,205,000 | |
Investors [Member] | ||||
Proceeds from issuance of common stock | 11,000,000 | |||
Refunded to investors | $ 1,900,000 | |||
Chairperson and President [Member] | ||||
Common stock, shares issued | 42,634,878 | |||
Chief Executive Officer [Member] | ||||
Common stock, shares issued | 1,000,000 | |||
Chairpersons and President [Member] | Two Vendors [Member] | ||||
Professional fees | $ 61,000 | $ 113,000 | ||
Common stock shares gifted to vendors | 600,000 | |||
Common Stock [Member] | ||||
Common stock, shares issued | 50,041,498 | 50,041,498 |
Stockholder Payable (Details Na
Stockholder Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' payable balance outstanding | $ 4,470 | $ 3,370 |
Chairperson and President [Member] | ||
Repayment to Affiliates | 144 | 216 |
Proceeds from related party | $ 1,244 | $ 1,254 |
Note Payable - Related Party (D
Note Payable - Related Party (Details Narrative) - Promissory Note [Member] - USD ($) $ in Thousands | May 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Note payable - related party | $ 1,285 | ||
Interest rate | 5.00% | ||
Maturity Date | Jan. 1, 2022 | ||
Note payable - related party current and non current | 1,285 | $ 1,285 | |
Interest payable - related party | 107 | 43 | |
Iinterest expense | $ 64 | $ 43 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies | |
2020 | $ 1,376 |
2021 | 192 |
2022 | 144 |
Operating Leases, Future Minimum Payments Due | $ 1,712 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017USD ($) | Aug. 31, 2015ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lease payment description | The Company first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2018, the service payments were $1,050,000 annually. | |||
Lease expenses associated with services | $ 1,050 | $ 1,050 | ||
Lease agreement expiration date | Oct. 1, 2022 | Oct. 30, 2020 | ||
Monthly rent | $ 16 | |||
Ontario, California [Member] | ||||
Lease agreement expiration date | Oct. 31, 2020 | |||
Office space | ft² | 5,600 | |||
Operating lease rent expense | $ 173 | $ 192 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating loss carryforwards | $ 10,000 | $ 7,600 | |
TCJA [Member] | |||
Taxable income description | The Company’s financial position relates to net operating losses, which will have an unlimited carryforward period (previously 20 years) and no carryback period (previously 2 years), but deductions for such losses are limited to 80% of taxable income (previously 100% of taxable income) beginning with the 2018 tax year. | ||
TCJA [Member] | Maximum [Member] | |||
Income tax rate | 34.00% | ||
TCJA [Member] | Minimum [Member] | |||
Income tax rate | 21.00% |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - Board of Directors [Member] - USD ($) | Nov. 03, 2017 | Dec. 31, 2015 | Dec. 31, 2019 | May 03, 2018 | May 02, 2018 | Mar. 26, 2018 |
Settlement agreement description | The Company agreed to pay an aggregate of $1,375,000 as follows: (a) $75,000 within one day of executing the settlement agreement, and (b) $1,300,000 on or before 150 days after October 3, 2017. If the Company makes those payments, a portion of the payment will be deemed a return of Plaintiff’s investment amount and the Plaintiffs will no longer have any right to acquire 477,600 shares of the Company’s common stock. | |||||
Rescinded investment amount | $ 181 | |||||
Amount paid to related party | $ 1,250 | $ 1,285 | $ 50 | |||
Interest paid to related party | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Employment Agreement [Member] - Ms. Chin and Mr. DeLisi [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
May 14, 2018 | Dec. 31, 2019 | |
Annual salary | $ 121 | |
Begining date of employment | Jan. 1, 2018 | |
Termination date of employment | Dec. 21, 2023 | |
Price per share issuable in lieu of Cash Salaries | $ 5 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Non-affiliated Investor [Member] | 3 Months Ended |
Apr. 13, 2020USD ($)shares | |
Common shares issued against subscriptions | shares | 320,500 |
Proceeds from issuance of common stock | $ | $ 1,602,500 |