Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
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, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 51,152,134 | ||
Entity Public Float | $ 30,218,780 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-53316 | ||
Entity Incorporation State Country Code | CA | ||
Entity Tax Identification Number | 94-3453342 | ||
Entity Address Address Line 1 | 3281 E. Guasti Road | ||
Entity Address Address Line 2 | Suite 700 | ||
Entity Address City Or Town | Ontario | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 91761 | ||
City Area Code | 909 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | HASKELL & WHITE LLP | ||
Auditor Location | Irvine, California | ||
Auditor Firm Id | 200 | ||
Local Phone Number | 212-7989 | ||
Security 12g Title | Common Stock, no par value | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1 | $ 1 |
Prepaid expenses and other current assets | 38 | 28 |
Total current assets | 39 | 29 |
Property and equipment, net | 1 | 2 |
Right-of-use assets (Note 8) | 2,506 | 3,567 |
Total assets | 2,546 | 3,598 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,648 | 2,358 |
Current lease liabilities (Note 8) | 1,138 | 1,061 |
Deposits on common stock subscriptions (Note 4) | 131 | 131 |
Stockholder payable (Note 5) | 9,609 | 8,331 |
Note payable (Note 6) | 318 | 378 |
Interest payable (Note 6) | 51 | 24 |
Note payable - related party (Note 7) | 1,284 | 1,691 |
Interest payable related party (Note 7) | 420 | 317 |
Total current liabilities | 14,599 | 14,291 |
Long-term liabilities | ||
Note payable non current (Note 6) | 60 | 0 |
Note payable - related party non current (Note 7) | 928 | 118 |
Noncurrent lease liabilities (Note 8) | 1,368 | 2,506 |
Total noncurrent liabilities | 2,356 | 2,624 |
Total liabilities | 16,955 | 16,915 |
Stockholders deficit (Note 4) | ||
Common stock, no par value; 200,000,000 shares authorized; 51,152,134 shares outstanding at December 31, 2023 and 2022. | 16,544 | 16,544 |
Non-controlling interest | (2,712) | (2,679) |
Accumulated deficit | (28,241) | (27,182) |
Total stockholders deficit | (14,409) | (13,317) |
Total liabilities and stockholders deficit | $ 2,546 | $ 3,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Common stock, shares par value | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 51,152,134 | 51,152,134 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Costs and expenses | ||
General and administrative | $ 842 | $ 1,733 |
Professional fees | 249 | 377 |
Depreciation and amortization | 1 | 54 |
Impairment loss | 0 | 1,188 |
Total costs and expenses | 1,092 | 3,352 |
Net loss | (1,092) | (3,352) |
Net loss attributable to non-controlling interest | (33) | (119) |
Net loss attributable to the Company | $ (1,059) | $ (3,233) |
Net loss per share | ||
Basic | $ (0.02) | $ (0.06) |
Diluted | $ (0.02) | $ (0.06) |
Weighted average common shares outstanding | ||
Basic | 51,152,134 | 51,150,624 |
Diluted | 51,152,134 | 51,150,624 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) $ in Thousands | Total | Non-controlling Interest | Accumulated Deficit | Common Stock |
Balance, amount at Dec. 31, 2021 | $ (10,008) | $ (2,560) | $ (23,949) | $ 16,501 |
Balance, shares at Dec. 31, 2021 | 51,143,634 | |||
Net Income (Loss) | (3,352) | (119) | (3,233) | $ 0 |
Sales of common stock for cash shares (Note 4) | 8,500 | |||
Sales of common stock for cash amount (Note 4) | 43 | 0 | 0 | $ 43 |
Balance, amount at Dec. 31, 2022 | (13,317) | (2,679) | (27,182) | $ 16,544 |
Balance, shares at Dec. 31, 2022 | 51,152,134 | |||
Net Income (Loss) | (1,092) | (33) | (1,059) | $ 0 |
Balance, amount at Dec. 31, 2023 | $ (14,409) | $ (2,712) | $ (28,241) | $ 16,544 |
Balance, shares at Dec. 31, 2023 | 51,152,134 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (1,092) | $ (3,352) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on settlement (Note 10) | (941) | 0 |
Non-cash lease expense (Note 8) | 1,277 | 1,277 |
Impairment charge | 0 | 1,188 |
Depreciation and amortization expense | 1 | 54 |
Changes in: | ||
Prepaid expenses and other current assets | (10) | 0 |
Accounts payable and accrued expenses | 231 | 41 |
Interest payable - note payable | 27 | 18 |
Interest payable - related party | 103 | 81 |
Net cash used in operating activities | (404) | (693) |
Cash flows from financing activities | ||
Proceeds from sales of common stock | 0 | 43 |
Proceeds from note payable - related party | 403 | 524 |
Proceeds from note payable | 0 | 54 |
Net advances from stockholder payable | 1 | 28 |
Net cash provided by financing activities | 404 | 649 |
Net increase (decrease) in cash and cash equivalents | 0 | (44) |
Cash and cash equivalents, beginning of the period | 1 | 45 |
Cash and cash equivalents, end of period | 1 | 1 |
Cash paid during the period for: | ||
Interest | 0 | 1 |
Income taxes | 1 | 1 |
Non-cash investing activities: | ||
Accrual of software developments costs | $ 0 | $ 209 |
Business and Significant Accoun
Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Business and Significant Accounting Policies | |
Business and Significant Accounting Policies | 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 has developed 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 not yet commenced its primary revenue-generating operations and has a material working capital deficit, a history of experiencing operating losses, and a net stockholders’ deficit. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During the year ended December 31, 2023, subject to available cash flows, 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, 2023 through December 31, 2023, the Company received cash proceeds of $404,000 from the issuance of notes payable. The Company requires significant amounts of cash to fund its planned development activities and repay its debt, and as such management plans to raise additional funds throughout 2024 to meet its working capital needs. The Company plans to continue its focus on creating new revenue generating activities through various initiatives. Since the Company experienced impairment losses (further discussed below) and 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 two financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit. Property and Equipment Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of between three and nine 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 aggregation 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. Factors that management estimates include, among others, the economic lives of the assets, sales volume, pricing, inflation, long-term growth rates, cost of capital, marketing and capital spending. The variability of these factors depends on a number of conditions, and thus our accounting estimates may change from period to period. When performing impairment tests, the Company estimates the fair values of the assets using management’s best assumptions, which it believes are consistent with those a market participant would use. Furthermore, if management uses different assumptions in future periods and estimates when impairment tests are performed, different results amounts could occur. During 2022 we completed an impairment assessment of our capitalized software and determined that the fair value of our capitalized software costs is zero at December 31, 2022. In 2023, we continued the same assessment and continued to expense software development costs as they incurred. 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, 2023 and 2022 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, 2023 and 2022. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities. 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. Leases The Company determines if a contract contains a lease at its inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. The Company is the lessee in a lease contract when it obtains the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in our current and noncurrent liabilities in its consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the Company's consolidated balance sheet and are expensed on a straight-line basis over the lease term in the Company's consolidated statement of income. When determining the lease term, the Company includes renewal or termination options that it is reasonably certain to exercise. As most of the Company leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ ASU Improvements to Income Tax Disclosures ASU 2023-09 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | 2. Property and Equipment Property and equipment, net consisted of the following: December 31, 2023 2022 Office furniture, equipment and software $ 206,000 206,000 Less accumulated depreciation (205,000 ) (204,000 ) Property and equipment, net $ 1,000 $ 2,000 Depreciation expense for the years ended December 31, 2023 and 2022 was $1,000 and $15,000, respectively. |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2023 | |
Software Development Costs | |
Software Development Costs | 3. Software Development Costs Software development costs, net consisted of the following: December 31, 2023 2022 Capitalized software in-process $ 1,097,000 $ 1,097,000 Website development 763,000 763,000 Less accumulated amortization (672,000 ) (672,000 ) Software impairment (1,188,000 ) (1,188,000 ) Software development costs, net $ - $ - Amortization expense for the years ended December 31, 2023 and 2022 was zero and $39,000, respectively. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders Equity (Deficit) | |
Stockholders' Equity (Deficit) | 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 as of December 31, 2023 and 2022, the shares outstanding were 51,152,134 shares and 51,152,134 shares, respectively. Of these outstanding shares, 50,041,498 shares were issued as of December 31, 2023. 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. During the year ended December 31, 2023, the Company sold no subscriptions and issued no shares of common stock. 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 $2,350,000. 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, 2023 and 2022, deposits of approximately $8,650,000 have been ratified. In addition, as of December 31, 2023, the Company has not received a response from individuals or entities representing deposits of $131,000. 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, 2023 and 2022, deposits on common stock subscriptions were $131,000. During the three months ended December 31, 2023, the Company did not make any payment to return deposits on common stock subscriptions. Warrants and Stock Options There are no warrants or stock options granted, issued or outstanding as of December 31, 2023 and 2022. |
Stockholder Payable
Stockholder Payable | 12 Months Ended |
Dec. 31, 2023 | |
Stockholder Payable | |
Stockholder Payable | 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, 2023 and 2022, amounts funded and/or loaned to the Company by its Chairperson, President and majority stockholder were $1,291,000 and $1,308,000, respectively, and amounts returned during the same periods were $13,000 and $3,000, respectively. As of December 31, 2023 and, 2022, the stockholder payable balance outstanding was $9,609,000 and $8,331,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms. |
Note Payable and Interest Payab
Note Payable and Interest Payable | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable and Interest Payable | |
Note Payable and Interest Payable | 6. Note Payable and Interest Payable On June 18, 2021, the Company entered into a promissory note with an investor of the Company. Under the terms of the promissory note, the Company borrowed $270,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting July 15, 2021 with the principal balance paid on June 15, 2022. In October 2023, the parties ratified an extension of the maturity date of the note to June 15, 2024. As of December 31, 2023, the balance of the promissory note and interest payable was $270,000 and $37,800, respectively. For the years ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note in the amount of $18,900 and $18,900, respectively. On November 18, 2021, the Company entered in another promissory note with the same investor. Under the terms of the promissory note, the Company borrowed $60,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting December 15, 2021 with the principal balance paid on November 18, 2022. The note has been renewed with a new due date of November 18, 2025. As of December 31, 2023, the balance of the promissory note was $60,000 and interest payable related to the promissory note was $8,400. For the years ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $4,200 and $4,200, respectively. On February 24, 2022, the Company entered in another promissory note with a different investor and member of the Board of Directors of the Company. Under the terms of the promissory note, the Company borrowed $42,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting February 24, 2022 with the principal balance paid on March 15, 2023. The note has been renewed with a new due date of March 15, 2024. As of December 31, 2023, the balance of the promissory note was $42,000 and interest payable related to the promissory note was $4,200. For the year ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $2,900 and 2,500, respectively. On March 31, 2022, the Company entered in another promissory note with the same investor. Under the terms of the promissory note, the Company borrowed $6,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting August 30, 2022 with the principal balance paid on September 30, 2024. As of December 31, 2023, the balance of the promissory note was $6,000 and interest payable related to the promissory note was $600. For the year ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $400 and $200, respectively. |
Note Payable Related Party
Note Payable Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable Related Party | |
Note Payable - Related Party | 7. 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. . On May 6, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $406,200 at 5% annual, simple interest and is obligated to repay the principal and interest amounts on December 1, 2022. The note has been renewed with a new due date of January 6, 2026. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023 and 2022, the balance of the promissory note was $406,200, and interest payable related to the promissory note was $33,900 and $13,500, respectively. For the years ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $20,300 and $13,500, respectively. On July 21, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $110,000 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023 and 2022, the balance of the promissory note was $110,000, and interest payable related to the promissory note was $7,800 and $3,200, respectively. For the years ended December 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $4,600 and $3,200, respectively. On December 12, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $8,170 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023 and 2022, the balance of the promissory note was $8,170, and the interest payable related to the promissory note was $400 and zero, respectively. For the years ended December 31, 2023 the Company incurred interest expense from the promissory note of $400. On February 28, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $73,400 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $73,400, and the interest payable related to the promissory note was $3,100. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $3,100. There was no such note in 2022. On February 28, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $161,295 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $161,295, and the interest payable related to the promissory note was $6,700. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $6,700. There was no such note in 2022. On March 03, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $11,769 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $11,769, and the interest payable related to the promissory note was $500. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $500. There was no such note in 2022. On April 26, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $69,153 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by April 26, 2025. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $69,153, and the interest payable related to the promissory note was $2,300. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $2,300. There was no such note in 2022. On September 7, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $51,966 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by December 1, 2025. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $51,966, and the interest payable related to the promissory note was $900. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $900. There was no such note in 2022. On December 4, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $35,564 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by December 4, 2026. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of December 31, 2023, the balance of the promissory note was $35,564, and the interest payable related to the promissory note was $100. For the year ended December 31, 2023 the Company incurred interest expense from the promissory note of $100. There was no such note in 2022. On January 1, 2024, the Company amended and consolidated all the existing promissory notes payable to the trust controlled by the Company’s Chairperson, President and majority stockholder into one single note in the principal sum of $2,212,000. Please see note 12 for further details. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. 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 2019, the service payments were $1,050,000 annually. The parties agreed to renew the agreement for 2020 under the same terms. On June 1, 2020, the Company leased two additional computer servers. As a result, the monthly lease payment was increased by $35,000 annually. For the years ended December 31, 2023 and 2022, expenses associated with these services were $1,085,000 and $1,085,000, respectively. The Company’s board of directors has ratified and approved the terms of each annual service agreement. The master agreement expired October 30, 2020 and has since been renewed for an additional five years with a new expiration of October 30, 2025. 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 located in Chino Hills, California for monthly rent of $16,000. The agreement expired October 1, 2022 and has been renewed for an additional five years with a new expiration of October 1, 2027. 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 expired on October 31, 2021. Currently, the Company leases space at the location on a month-to-month basis. Rent expense for office space for the years ended December 31, 2023 and 2022 was $197,000 and $194,000, respectively. Balance sheet information related to operating leases with terms of more than 12 months is as follows: December 31, 2023 2022 Operating lease right-of-use assets $ 2,506,000 $ 3,567,000 Current portion of operating lease liabilities 1,138,000 1,061,000 Noncurrent portion of operating lease liabilities 1,368,000 2,506,000 Total operating lease liabilities $ 2,506,000 $ 3,567,000 The Company had operating leases costs of $1,277,000 for each of the years ended December 31, 2023 and 2022. Operating lease Right-of-use assets as of December 31, 2023 and 2022 were $2,506,000 and $3,567,000, respectively. The discount rate to measure the Company's operating lease obligations is 7% annually. The Company's leases have remaining lease terms of 2 years to 4 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The following table summarizes the maturities of the Company's operating lease liabilities as of December 31, 2023: Maturities of Operating 2024 $ 1,277,000 2025 1,096,000 2026 192,000 2027 160,000 Total operating lease payments 2,725,000 Less: Imputed interest (219,000 ) Total operating lease liabilities $ 2,506,000 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, 2023 | |
Income Taxes | |
Income Taxes | 9. Income Taxes As of December 31, 2023, the Company has net deferred income tax assets that are mainly comprised of Federal and state net operating loss carry forwards in the amounts of approximately $12,000,000. 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. Utilization of the net operating loss carry forwards 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 carry forwards 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, 2023 and 2022. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2023 | |
Legal Proceedings | |
Legal Proceedings | 10. Legal Proceedings In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. Cogito Software Solutions Ltd. v. Gofba, Inc., et al On July 21, 2023, Cogito Software Solutions, Ltd., a company claiming to be a corporation qualified to do business in California, filed a form Complaint against the Company for Breach of Contract and Common Counts for an Open Book Account for Money Due, alleging the Company breached a contract by failing to pay for software services performed by the Plaintiff, causing Plaintiff damages of $960,000, plus interest. The Complaint was filed in the Superior Court of the State of California, County of San Bernadino ( Cogito Software Solutions Ltd. v. Gofba, Inc. On September 1, 2023, the Company filed a Demurrer to the Plaintiff’s Complaint on the basis that the Plaintiff does not appear as a corporation registered to do business in California and that the Complaint fails to state of action for Breach of Contract and Common Counts for Amounts Owed on an Open Account since the basic elements of each cause of action are not specified in the Complaint. On October 30, 2023, the Court heard the motion and the Company’s Demurrer was granted. On November 15, 2023, the Company and Plaintiff entered into a settlement agreement and mutual release. Both parties agreed to waive, discharge, and otherwise extinguish their actual or possible claims of the Complaint against each other in exchange for the parties to dismiss their respective actions and the lawsuit with prejudice against one another. As a result, the Company recorded a reduction in liability by the outstanding balance due to the Plaintiff and recorded gain from settlement in the amount of $941,000 as an offset to general and administrative expenses during the year ended December 31, 2023. Chin Li Shih v. Anna Chin and Gofba, Inc. On November 13, 2023, the Plaintiff filed a form Complaint against the Company for Breach of Contract and Fraud, alleging the Company breached a contract by failing to provide a location for Plaintiff to use for stray animals as she alleges was an understanding between the parties when Plaintiff invested in Gofba, Inc., and also by failing to repay an alleged separate $30,000 loan. Plaintiff also alleges fraud due to principals at Gofba, Inc., allegedly telling Plaintiff the Company was going to be a public company and that they would provide a location for Plaintiff to use for stray animals. According to the Complaint, Plaintiff is seeking $72,500, plus interest, as damages. The Complaint was filed in the Superior Court of the State of California, County of San Bernadino (Chin Li Shih v. Anna Chin and Gofba, Inc., Case No. CIV SB 2327457). On January 10, 2024, the Company filed an Answer to the Complaint generally denying the allegations in the Complaint and denying that Plaintiff suffered any damages, and, in addition to the general denial, specifically alleged that Plaintiff’s causes of action are barred by the applicable statute of limitations. The Company has not heard from the Plaintiff since it filed its Answer and there has been no other progress in the litigation. The Company plans to vigorously defend itselves against the allegations in the Complaint if the lawsuit moves forward. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions On December 4, 2023, September 7, 2023, April 26, 2023, March 2, 2023, February 28, 2023, May 6, 2022, March 31, 2022, February 24, 2022, November 18, 2021, June 18, 2021, July 21, 2022, and December 12, 2022, the Company entered into promissory notes with investors and a Board of Director of the Company. See Note 6 and 7 above for further discussion. 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 7 above for further discussion. Since inception, the Company has leased access to computer storage and processing space, as well as office space, from a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 8 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 are to 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. As of December 31, 2023 and 2022, amounts owed to these officers totaled $1,103,000 and $889,000, respectively, and such amounts are included in accounts payable and accrued expenses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events On January 1, 2024, the Company amended and consolidated all the existing promissory notes payable to the trust controlled by the Company’s Chairperson, President and majority stockholder into one single note in the principal sum of $2,212,000. The principal amount of $2,212,000 and any unpaid accrued interest shall be due and payable January 4, 2026 (the “Maturity Date”). Interest shall accrue on the outstanding principal amount beginning on January 1, 2024, at the rate of five percent (5%) per annum, simple interest, and shall continue on the outstanding principal until paid in full. Interest due under this Amended and Consolidated Promissory Note (the “Note”) shall be paid by the Company with the principal amount and will be paid in one balloon payment on the Maturity Date as set forth herein. |
Business and Significant Acco_2
Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 has developed 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 not yet commenced its primary revenue-generating operations and has a material working capital deficit, a history of experiencing operating losses, and a net stockholders’ deficit. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During the year ended December 31, 2023, subject to available cash flows, 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, 2023 through December 31, 2023, the Company received cash proceeds of $404,000 from the issuance of notes payable. The Company requires significant amounts of cash to fund its planned development activities and repay its debt, and as such management plans to raise additional funds throughout 2024 to meet its working capital needs. The Company plans to continue its focus on creating new revenue generating activities through various initiatives. Since the Company experienced impairment losses (further discussed below) and 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 two financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit. |
Property and Equipment | Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of between three and nine 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 aggregation 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. Factors that management estimates include, among others, the economic lives of the assets, sales volume, pricing, inflation, long-term growth rates, cost of capital, marketing and capital spending. The variability of these factors depends on a number of conditions, and thus our accounting estimates may change from period to period. When performing impairment tests, the Company estimates the fair values of the assets using management’s best assumptions, which it believes are consistent with those a market participant would use. Furthermore, if management uses different assumptions in future periods and estimates when impairment tests are performed, different results amounts could occur. During 2022 we completed an impairment assessment of our capitalized software and determined that the fair value of our capitalized software costs is zero at December 31, 2022. In 2023, we continued the same assessment and continued to expense software development costs as they incurred. |
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, 2023 and 2022 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, 2023 and 2022. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities. |
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. |
Leases | The Company determines if a contract contains a lease at its inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. The Company is the lessee in a lease contract when it obtains the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in our current and noncurrent liabilities in its consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the Company's consolidated balance sheet and are expensed on a straight-line basis over the lease term in the Company's consolidated statement of income. When determining the lease term, the Company includes renewal or termination options that it is reasonably certain to exercise. As most of the Company leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. |
Recent Accounting Pronouncements | In December 2023, the FASB issued Accounting Standards Update (“ ASU Improvements to Income Tax Disclosures ASU 2023-09 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of Property and equipment | December 31, 2023 2022 Office furniture, equipment and software $ 206,000 206,000 Less accumulated depreciation (205,000 ) (204,000 ) Property and equipment, net $ 1,000 $ 2,000 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Software Development Costs | |
Schedule of Software Development Costs | December 31, 2023 2022 Capitalized software in-process $ 1,097,000 $ 1,097,000 Website development 763,000 763,000 Less accumulated amortization (672,000 ) (672,000 ) Software impairment (1,188,000 ) (1,188,000 ) Software development costs, net $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Schedule of Balance sheet information related to operating leases | December 31, 2023 2022 Operating lease right-of-use assets $ 2,506,000 $ 3,567,000 Current portion of operating lease liabilities 1,138,000 1,061,000 Noncurrent portion of operating lease liabilities 1,368,000 2,506,000 Total operating lease liabilities $ 2,506,000 $ 3,567,000 |
Schedule of summarizes the maturities of the Company's | Maturities of Operating 2024 $ 1,277,000 2025 1,096,000 2026 192,000 2027 160,000 Total operating lease payments 2,725,000 Less: Imputed interest (219,000 ) Total operating lease liabilities $ 2,506,000 |
Business and Significant Acco_3
Business and Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business and Significant Accounting Policies | |
Percentage of valuation allowance provided | 100% |
Proceeds from issuance of common stock | $ 404,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment | ||
Office furniture, equipment and software | $ 206,000 | $ 206,000 |
Less accumulated depreciation | (205,000) | (204,000) |
Property and equipment | $ 1,000 | $ 2,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment | ||
Depreciation expense | $ 1,000 | $ 15,000 |
Software Development Costs (Det
Software Development Costs (Details) - Software Development Costs [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized software in-process | $ 1,097,000 | $ 1,097,000 |
Website development | 763,000 | 763,000 |
Less: accumulated amortization | (672,000) | (672,000) |
Software Impairment | (1,188,000) | (1,188,000) |
Software development costs, net | $ 0 | $ 0 |
Software Development Costs (D_2
Software Development Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Software Development Costs | ||
Amortization expense | $ 0 | $ 39,000 |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2014 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares outstanding | 51,152,134 | 51,152,134 | ||
Common stock, shares issued | 50,041,498 | |||
Approval of issuance of shares | 1,228,610 | |||
Recognized Professional fees | $ 3,072,000 | |||
Approval of deposits from investors | $ 8,650,000 | $ 8,650,000 | ||
Deposits receivable | 131,000 | |||
Deposits on common stock subscriptions | $ 131,000 | $ 131,000 | ||
Preferred Stock, shares authorized | 20,000,000 | |||
Chairperson and President [Member] | ||||
Common stock, shares issued | 42,634,878 | |||
Chief Executive Officers [Member] | ||||
Common stock, shares issued | 1,000,000 | |||
Investors [Member] | ||||
Proceeds from issuance of common stock | $ 11,000,000 | |||
Refunded to investors | $ 2,350,000 |
Stockholder Payable (Details Na
Stockholder Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholder payable outstanding balance | $ 9,609,000 | $ 8,331,000 |
Chairperson and President [Member] | ||
Advance from related party | 1,291,000 | 1,308,000 |
Refund to related party | $ 13,000 | $ 3,000 |
Note Payable and Interest Pay_2
Note Payable and Interest Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Feb. 24, 2022 | Nov. 18, 2021 | Jun. 18, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Interest Payable | $ 364,000 | $ 300,000 | ||||
Incurred interest expense | 64,000 | 64,000 | ||||
Promissory Note [Member] | ||||||
Borrowed amount | $ 270,000 | |||||
Interest rate | 7% | |||||
Promissory note | 270,000 | 270,000 | ||||
Interest Payable | 37,800 | 37,800 | ||||
Incurred interest expense | 18,900 | 18,900 | ||||
Promissory Note One [Member] | ||||||
Borrowed amount | $ 60,000 | |||||
Interest rate | 7% | |||||
Promissory note | 60,000 | 60,000 | ||||
Interest Payable | 8,400 | 8,400 | ||||
Incurred interest expense | 4,200 | 4,200 | ||||
Promissory Note Two [Member] | ||||||
Borrowed amount | $ 42,000 | |||||
Interest rate | 7% | |||||
Promissory note | 42,000 | 42,000 | ||||
Interest Payable | 4,200 | 4,200 | ||||
Incurred interest expense | 2,900 | 2,500 | ||||
Promissory Note Three [Member] | ||||||
Borrowed amount | $ 6,000 | |||||
Interest rate | 7% | |||||
Promissory note | 6,000 | 6,000 | ||||
Interest Payable | 600 | 600 | ||||
Incurred interest expense | $ 400 | $ 200 |
Note Payable Related Party (Det
Note Payable Related Party (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2024 | Dec. 04, 2023 | Sep. 07, 2023 | Apr. 26, 2023 | Mar. 03, 2023 | Feb. 28, 2023 | Dec. 12, 2022 | Jul. 21, 2022 | May 06, 2022 | May 01, 2018 | |
Note Payable - Related Party current and non-current | $ 1,285,000 | $ 1,285,000 | $ 1,285,000 | |||||||||
Incurred interest expense | 64,000 | 64,000 | ||||||||||
Interest payable | 364,000 | 300,000 | ||||||||||
Interest rate | 5% | |||||||||||
Chairperson and President [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 406,200 | $ 406,200 | ||||||||||
Incurred interest expense | 20,300 | 13,500 | ||||||||||
Interest payable | 33,900 | 13,500 | ||||||||||
Interest rate | 5% | |||||||||||
Another Trust [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 110,000 | $ 110,000 | ||||||||||
Incurred interest expense | 4,600 | 3,200 | ||||||||||
Interest payable | 7,800 | 3,200 | ||||||||||
Interest rate | 5% | |||||||||||
Another Trust One [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 8,170 | $ 8,170 | ||||||||||
Incurred interest expense | 400 | |||||||||||
Interest payable | 400 | $ 0 | ||||||||||
Interest rate | 5% | |||||||||||
Another Trust Two [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 73,400 | $ 73,400 | ||||||||||
Incurred interest expense | 3,100 | |||||||||||
Interest payable | 3,100 | |||||||||||
Interest rate | 5% | |||||||||||
Another Trust Three [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 161,295 | $ 161,295 | ||||||||||
Incurred interest expense | 6,700 | |||||||||||
Interest payable | 6,700 | |||||||||||
Interest rate | 5% | |||||||||||
Another Trust Four [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 11,769 | $ 11,769 | ||||||||||
Incurred interest expense | 500 | |||||||||||
Interest payable | 500 | |||||||||||
Interest rate | 5% | |||||||||||
Another Trust Five [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 69,153 | $ 69,153 | ||||||||||
Incurred interest expense | 2,300 | |||||||||||
Interest payable | 2,300 | |||||||||||
Interest rate | 5% | |||||||||||
Another Trust Six [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 51,966 | $ 51,966 | ||||||||||
Incurred interest expense | 900 | |||||||||||
Interest payable | 900 | |||||||||||
Interest rate | 5% | |||||||||||
Another Trust Seven [Member] | ||||||||||||
Note Payable - Related Party current and non-current | 35,564 | $ 35,564 | ||||||||||
Incurred interest expense | 100 | |||||||||||
Interest payable | 100 | |||||||||||
Interest rate | 5% | |||||||||||
Chairperson President [Member] | January 1 2024 [Member] | ||||||||||||
Note Payable - Related Party current and non-current | $ 2,212,000 | $ 2,212,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies | ||
Operating lease right-of-use assets | $ 2,506 | $ 3,567 |
Current portion of operating lease liabilities | 1,138 | 1,061 |
Noncurrent portion of operating lease liabilities | 1,368 | 2,506 |
Total operating lease liabilities | $ 2,506 | $ 3,567 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies | ||
2024 | $ 1,277 | |
2025 | 1,096 | |
2026 | 192 | |
2027 | 160 | |
Total operating lease payments | 2,725 | |
Less: Imputed interest | (219) | |
Total operating lease liabilities | $ 2,506 | $ 3,567 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Aug. 31, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Operating leases costs | $ 1,277,000 | $ 1,277,000 | |||
Operating lease right-of-use assets | $ 2,506,000 | 3,567,000 | $ 2,506,000 | ||
Operating lease obligation dsiscount rate | 7% | ||||
Chairperson, President, And Majority Stockholder [Member] | |||||
Lease agreement expiration date | Oct. 01, 2022 | ||||
Monthly rent | $ 16,000 | ||||
Ontario, California [Member] | |||||
Lease agreement expiration date | Oct. 31, 2021 | ||||
Operating lease rent expense | $ 197,000 | 194,000 | |||
Minimum [Member] | |||||
Lease terms | 2 years | ||||
Maximum [Member] | |||||
Lease terms | 4 years | ||||
Computer storage and processing space [Member] | |||||
Lease payment description | 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 | ||||
Monthly lease payment | $ 35,000 | ||||
Lease agreement expiration date | Oct. 30, 2020 | ||||
New lease agreement expiration date | Oct. 30, 2025 | ||||
Lease expenses | $ 1,085,000 | $ 1,085,000 | |||
Expenses for services | $ 1,050,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Taxes | |
Net operating loss carryforwards | $ 12,000,000 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Nov. 13, 2023 | Jul. 21, 2023 | |
Legal Proceedings | |||
Plaintiff damages | $ 72,500 | $ 960,000 | |
Failed loan | $ 30,000 | ||
Gain from settlement | $ 941,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | ||
May 14, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts payable and accrued expenses | $ 1,648,000 | $ 2,358,000 | |
Employment Agreement [Member] | Ms. Chin and Mr. DeLisi [Member] | |||
Annual salary | $ 121,000 | ||
Price per share issuable in lieu of Cash Salaries | $ 5 | ||
Accounts payable and accrued expenses | $ 1,103,000 | $ 889,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 02, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | May 01, 2018 |
Note Payable - Related Party current and non-current | $ 1,285,000 | $ 1,285,000 | $ 1,285,000 | ||
January 1 2024 [Member] | Chairperson President [Member] | |||||
Maturity Date | Jan. 04, 2026 | ||||
Principal amount | $ 2,212,000 | ||||
Intrest rate | 5% | ||||
Note Payable - Related Party current and non-current | $ 2,212,000 | $ 2,212,000 |