Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Hash Labs Inc. | |
Entity Central Index Key | 842,013 | |
Trading Symbol | HLAB | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 22,848,246 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 1,001,437 | $ 730 |
Prepaid expenses | 38,659 | |
Merchant services reserve | 1,513 | 2,938 |
Total current assets | 1,041,609 | 3,668 |
Dino Might program | 1,979 | 1,979 |
Total assets | 1,043,588 | 5,647 |
Current liabilities | ||
Accounts payable and accrued liabilities | 66,878 | 235,589 |
Bank overdraft | 1,379 | 1,577 |
Deferred compensation | 746,137 | |
Note payable - related party | 116,585 | 653,405 |
Convertible debenture, net - related party | 86,408 | 19,055 |
Derivative liability convertible note | 19,406 | |
Total current liabilities | 1,017,387 | 929,032 |
Stockholders' deficit | ||
Preferred stock, value | ||
Common stock, $.0001 par value: 700,000,000 authorized; 22,842,246 and 157,277 shares issued and outstanding on September 30, 2018 and December 31, 2017, respectively | 2,285 | 15 |
Additional paid-in capital | 33,798,526 | 29,328,064 |
Accumulated deficit | (33,774,610) | (30,251,465) |
Total stockholders' deficit | 26,201 | (923,385) |
Total liabilities and stockholders' deficit | 1,043,588 | 5,647 |
Series C Preferred Stock | ||
Stockholders' deficit | ||
Preferred stock, value | $ 1 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 22,842,246 | 157,277 |
Common stock, shares outstanding | 22,842,246 | 157,277 |
Series C Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, shares issued | 0 | 7,000 |
Preferred stock, shares outstanding | 0 | 7,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 14 | $ 9,548 | $ 12,981 | $ 31,697 |
Operating expenses | ||||
Selling, general and administrative expenses | 845,462 | 943,349 | 2,487,459 | 1,159,139 |
Development expense | 423,317 | 423,317 | ||
Impairment expense | 1,487 | 4,127 | ||
Total operating expenses | 1,268,779 | 944,836 | 2,910,776 | 1,163,266 |
Loss from operations | (1,268,765) | (935,288) | (2,897,795) | (1,131,569) |
Other expenses | ||||
Interest expense | (97,110) | (9,637) | (619,262) | (24,829) |
Change in fair value of derivative liabilities | (4,092) | (6,088) | (7,714) | |
Total other expenses | (97,110) | (13,729) | (625,350) | (32,543) |
Net loss | $ (1,365,875) | $ (949,017) | $ (3,523,145) | $ (1,164,112) |
Net loss per common share: basic and diluted | $ (0.06) | $ (6.6) | $ (0.26) | $ (8.1) |
Weighted average common shares outstanding: basic and diluted | 22,145,831 | 143,780 | 13,522,704 | 143,780 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (3,523,145) | $ (1,164,112) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 1,996,137 | |
Amortization expense of debt discount | 586,166 | 4,127 |
Impairment of Dino Might Program | 818,472 | |
Reserve for bad debts | 3,412 | |
Change in derivative liability - convertible debentures | 6,088 | 7,714 |
Changes in operating assets and liabilities | ||
Merchant services reserve | (1,987) | |
Prepaid expenses | (38,659) | |
Accounts payable and accrued liabilities | 70,289 | 96,334 |
Bank overdraft | (198) | 4,076 |
Accrued interest - convertible debenture | 9,984 | 1,306 |
Accrued interest - notes payable | 6,267 | 23,523 |
Net cash used in operating activities | (885,646) | (208,560) |
Cash flows from investing activities | ||
Cash paid for Domain names | (17,845) | |
Net cash used in investing activities | (17,845) | |
Cash flow from financing activities | ||
Proceeds from notes payable - related party | 82,025 | 213,700 |
Proceeds from convertible note - related party | 41,000 | |
Proceeds from issuance of common stock | 1,866,667 | |
Cash payments on convertible and note payables and interest | (103,389) | |
Net cash provided by financing activities | 1,886,303 | 213,700 |
Net increase (decrease) in cash and cash equivalents | 1,000,707 | (12,705) |
Cash and cash equivalents at beginning of period | 730 | 13,118 |
Cash and cash equivalents at end of period | 1,001,437 | 413 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 18,169 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Debt discount due to beneficial conversion | 583,921 | |
Common stock issued from conversion of preferred stock | 1 | |
Common stock issued from conversion of debt and accrued interest | 484,560 | |
Forgiveness of accrued salary related-party | 239,000 | |
Forgiveness of accrued interest related-party | 19,999 | |
Extinguishment of derivative | 25,494 | |
Purchase from related party of Dino Might program with preferred stock issuance | $ 820,451 |
Basis of Presentation & Going C
Basis of Presentation & Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION & GOING CONCERN | 1. BASIS OF PRESENTATION & GOING CONCERN Basis of Presentation The accompanying unaudited consolidated financial statements of Hash Labs Inc., a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2017. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2018, and the results of operations and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties. In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being aggressively fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six focused categories, for which we planned to advance numerous technology development projects: Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has now concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). The Company intends to develope financial technology solutions to operate on DLT, known as Hashgraph. Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company intends to develop its first Fintech solution using Hashgraph digital ledge technology, or DLT, which the Company intends to be a mobile application that intends to convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. Going Concern The accompanying unaudited consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company incurred a net loss of $3,523,145 for the nine months ended September 30, 2018 and has working capital of $24,222 as of September 30, 2018. The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. We will need to raise additional capital in order to continue operations. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Additional financing may not be available on terms acceptable to the Company, or at all. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. Financial Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that has superseded nearly all existing revenue recognition guidance under current U.S. GAAP and replaced it with a principle based approach for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The Company’s primary source of revenue has been from providing a professional service that specializes in HIPAA compliant retrieval, reproduction and release of information. Orders are fulfilled as requested, then invoiced. Once payment is received, revenue is recognized when records are delivered. (The Company no longer performs this service and has not yet begun generating revenues under its new business focus.) During the fourth quarter of 2017, the Company finalized its assessment related to the new standard and determined that the timing of revenue recognition related to the Company’s revenues will remain consistent between the new standard and the previous standard. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective method, and there was no cumulative adjustment to retained earnings. Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of September 30, 2018 and December 31, 2017 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 Derivative liability as of September 30, 2018 was $0, compared to $19,406 as of December 31, 2017. |
Notes Payable - Related Party
Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | 2. NOTES PAYABLE – RELATED PARTY On March 21, 2018, the Company, entered into an unsecured 7% promissory note with a significant shareholder in the amount of $15,000. On April 13, 2018 the significant shareholder entered into another promissory loan in amount of $10,000 with the similar terms. On May 4, 2018 the significant shareholder entered into another promissory loan in amount of $25,000 with the similar terms. On June 6, 2018 the significant shareholder entered into another promissory loan in amount of $32,000 with the similar terms. The notes had a term of 6 months and were unsecured. The note included interest calculated for the 9month ended September 30, 2018, from another note owned by the same shareholder. September 30, Notes payable at beginning of period Borrowings on notes payable $ 82,000 Accumulated interest 1,454 Repayments (83,454 ) Notes payable – related party $ - On July 15, 2016, the Company entered into an unsecured 7% promissory notes with a significant shareholder in the amount of $100,000. The note had a one-year term and was in default as of September 30, 2018. The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2018: September 30, December 31, Notes payable at beginning of period $ 110,688 $ 103,248 Borrowings on notes payable - - Repayment - - Accumulated interest 6,170 7,440 Notes payable – related party $ 116,585 $ 110,688 During the year ended December 31, 2017, the Company entered into five unsecured 7% Promissory Notes with a terms ranging from four to six months. During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the former CEO of the Company, repaid $4,330 to the CEO, and the amount due to the CEO was $3,145 as of December 31, 2017. The CEO loaned an additional $75 during the nine months ended September 30, 2018 the Company repaid $3,220. The total amount due on September 30, 2018 is $0. Other Related Party Transaction Michael Delin, a former director of the Company, provided accounting services to the Company through an entity he owns. During the nine month ended September 30, 2018, the Company paid Mr. Delin $7,300 for such services. |
Deferred Stock-Based Compensati
Deferred Stock-Based Compensation - Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Stock-based Compensation - Related Party | |
DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY | 3. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company (the “Board”). The Company has entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of September 30, 2018 the Company accrued $746,137 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity’s share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award’s fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. |
Convertible Debenture - Related
Convertible Debenture - Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Debenture - Related Party [Abstract] | |
CONVERTIBLE DEBENTURE - RELATED PARTY | 4. CONVERTIBLE DEBENTURE – RELATED PARTY During the year ended December 31, 2016, the Company entered into eight unsecured 7% promissory notes with a significant shareholder (the Vantage Group Ltd. (“Vantage”)). During the year ended December 31, 2017, the Company entered into additional unsecured 7% promissory notes totaling $215,500. During the first quarter of 2018, the Company entered into five additional notes totaling $41,000 with an interest rate of 7%. The notes mature four to 12 months from issuance. On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. As of September 30, 2018 the Company amortized $518,225 of the debt discount. The Company evaluated the modification under ASC 470-50 and concluded the addition of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note in the principal amount (including accrued interest) of $243,000. During the nine months ended September 30, 2018 the Company repaid $16,715 of the convertible note. The balance of these notes payable to related party as of September 30, 2018 is as follows: September 30, December 31, Notes payable – related party at beginning of period $ 470,603 231,569 Borrowings on notes payable – related party 41,000 215,500 Beneficial conversion feature (518,225 ) - Reclassification to paid in capital of beneficial conversion for conversion to common stock 492,745 - Conversion to common stock (484,650 ) - Repayments (16,715 ) - Amortization of beneficial conversion feature 25,480 7,188 (23,534 ) Notes payable – related party $ 17,426 470,603 During the year ended December 31, 2017, the Company entered into five unsecured 7% promissory notes with a significant shareholder (Lyle Hauser) totaling $65,500. On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.0005. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. As of September 30, 2018 the Company amortized $68,696 of the debt discount. The Company evaluated the modification under ASC 470-50 and concluded the addition of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2018: September 30, December 31, Notes payable at beginning of period $ 68,969 $ - Borrowings on notes payable - 65,500 Beneficial conversion (68,696 ) - Amortization of beneficial conversion feature 68,696 - Accumulated interest 1,084 3,469 Interest transferred to related party (1,084 ) - Notes payable – related party $ 68,969 $ 68,969 The Company entered into two 10% Secured Convertible Debentures with a significant shareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. On June 29, 2018 the significant shareholder forgave the amounts owed, which was effective as of April 3, 2018. The Company recorded a capital contribution of $19,999 during the nine months ended September 30, 2018. The changes in these outstanding convertible notes payable to related party consisted of the following during the nine months ended September 30, 2018: September 30, December 31, Convertible debenture – related party at beginning of period $ 19,055 $ 17,287 Forgiveness (19,999 ) - Accumulated interest 944 1,768 Convertible debenture – related party at end of period $ - $ 19,055 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 5. DERIVATIVE LIABILITIES As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price. On June 29, 2018 the significant shareholder forgave the accrued interest, which was effective as of April 3, 2018. The Company recorded a capital contribution of $25,494 during the nine months ended September 30, 2018. The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value). Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during the nine months ended September 30, 2018. September 30, December 31, Risk-free interest rate at grant date 0.45 % 0.45 % Expected stock price volatility 244 % 228 % Expected dividend payout - - Expected option in life-years 1 1 The change in fair value of the conversion option derivative liability consisted of the following during the year ended December 31, 2017: September 30, December 31, Conversion option liability (beginning balance) $ 19,406 $ 12,567 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 6,839 Net conversion option liability $ - $ 19,406 Change in fair market value of conversion option liability resulted in a loss of $6,088 for the nine months ended September 30, 2018 and $6,839 for the year ended December 31, 2017. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
EQUITY | 6. EQUITY On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada. The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company has issued 7,000 shares of Series C Preferred Stock. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). The Series C Preferred Stock will vote on an as-converted basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. In the event the Corporation shall at any time after the Series C Original Issue Date issue Additional Shares of Common Stock, without consideration or for a consideration per share less than the Series C Conversion Price in effect immediately prior to such issue, then the Series C Conversion Price shall be reduced, concurrently with such issue. On September 29, 2017, the Company issued 7,000 shares of Series C Preferred Shares in connection with an Asset Purchase Agreement. The value of the shares issued amount to $820,451. The valuation of the Preferred Shares was determined by an independent financial analyst. On October 25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which a one-for-200 reverse split of its common stock was effected and the Company changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split. On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company (the “Board”). The Company has entered into an employment agreement on May 18, 2018 (the “Employment Agreement”) with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the Employment Agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the Employment Agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the Employment Agreement, Mr. Goode shall receive 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). On April 3, 2018, the Company entered into an exchange agreement with The Vantage Group Ltd. (“Vantage”). Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.0005. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note in the principal amount (including accrued interest) of $243,000. On June 29, 2018 the significant shareholder forgave the amounts owed. The Company recorded a capital contribution of $19,999. See Note 4. The Company recorded a capital contribution of $35,294 during the nine months ended September 30, 2018 for the extinguishment of the derivative. See Note 5. On June 29, 2018, two related parties forgave a total of $239,000 of accrued compensation. The amounts have been recorded as a capital contribution. During the nine months ended September 30, 2018, the Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company’s common stock, for an aggregate purchase price equal to $1,866,666. The closing of this subscription agreement has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. (“BIG”) to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019. On August 3, 2018 the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing strategy for the Company’s intended digital gold project. During the 3 rd This report may contain forward-looking statements. Such forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment, from time to time of our competitive position, the industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. Our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. |
Basis of Presentation & Going_2
Basis of Presentation & Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Hash Labs Inc., a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2017. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2018, and the results of operations and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Nature of Business Operations | Nature of Business Operations Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties. In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being aggressively fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six focused categories, for which we planned to advance numerous technology development projects: Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has now concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). The Company intends to develope financial technology solutions to operate on DLT, known as Hashgraph. Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company intends to develop its first Fintech solution using Hashgraph digital ledge technology, or DLT, which the Company intends to be a mobile application that intends to convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. |
Going Concern | Going Concern The accompanying unaudited consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company incurred a net loss of $3,523,145 for the nine months ended September 30, 2018 and has working capital of $24,222 as of September 30, 2018. The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. We will need to raise additional capital in order to continue operations. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Additional financing may not be available on terms acceptable to the Company, or at all. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. |
Financial Accounting Pronouncements | Financial Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that has superseded nearly all existing revenue recognition guidance under current U.S. GAAP and replaced it with a principle based approach for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The Company’s primary source of revenue has been from providing a professional service that specializes in HIPAA compliant retrieval, reproduction and release of information. Orders are fulfilled as requested, then invoiced. Once payment is received, revenue is recognized when records are delivered. (The Company no longer performs this service and has not yet begun generating revenues under its new business focus.) During the fourth quarter of 2017, the Company finalized its assessment related to the new standard and determined that the timing of revenue recognition related to the Company’s revenues will remain consistent between the new standard and the previous standard. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective method, and there was no cumulative adjustment to retained earnings. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of September 30, 2018 and December 31, 2017 are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 Derivative liability as of September 30, 2018 was $0, compared to $19,406 as of December 31, 2017. |
Basis of Presentation & Going_3
Basis of Presentation & Going Concern (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of three levels of fair value hierarchy to assets and liabilities | Fair Value Measurements Level 1 Level 2 Level 3 Total September 30, 2018: Liabilities Derivative Liabilities $ - $ - $ - $ - Total $ - $ - $ - $ - December 31, 2017: Liabilities Derivative Liabilities $ - $ - $ 19,406 $ 19,406 Total $ - $ - $ 19,406 $ 19,406 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Payable Related Party One [Member] | |
Short-term Debt [Line Items] | |
Schedule of changes in notes payable to related party | September 30, 2018 Notes payable at beginning of period Borrowings on notes payable $ 82,000 Accumulated interest 1,454 Repayments (83,454 ) Notes payable – related party $ - |
Notes Payable Related Party Two [Member] | |
Short-term Debt [Line Items] | |
Schedule of changes in notes payable to related party | September 30, December 31, Notes payable at beginning of period $ 110,688 $ 103,248 Borrowings on notes payable - - Repayment - - Accumulated interest 6,170 7,440 Notes payable – related party $ 116,585 $ 110,688 |
Convertible Debenture - Relat_2
Convertible Debenture - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Schedule of outstanding convertible notes payable to related party | September 30, 2018 December 31, 2017 Convertible debenture – related party at beginning of period $ 19,055 $ 17,287 Forgiveness (19,999 ) - Accumulated interest 944 1,768 Convertible debenture – related party at end of period $ - $ 19,055 |
Notes Payable Related Party [Member] | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Summary of changes in notes payable to related party | September 30, December 31, Notes payable – related party at beginning of period $ 470,603 231,569 Borrowings on notes payable – related party 41,000 215,500 Beneficial conversion feature (518,225 ) - Reclassification to paid in capital of beneficial conversion for conversion to common stock 492,745 - Conversion to common stock (484,650 ) - Repayments (16,715 ) - Amortization of beneficial conversion feature 25,480 7,188 (23,534 ) Notes payable – related party $ 17,426 470,603 |
Outstanding Convertible Notes Payable [Member] | |
ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items] | |
Summary of changes in notes payable to related party | September 30, 2018 December 31, 2017 Notes payable at beginning of period $ 68,969 $ - Borrowings on notes payable - 65,500 Beneficial conversion (68,696 ) - Amortization of beneficial conversion feature 68,696 - Accumulated interest 1,084 3,469 Interest transferred to related party (1,084 ) - Notes payable – related party $ 68,969 $ 68,969 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of the conversion options | September 30, December 31, Risk-free interest rate at grant date 0.45 % 0.45 % Expected stock price volatility 244 % 228 % Expected dividend payout - - Expected option in life-years 1 1 |
Schedule of fair value of the conversion option derivative liability | September 30, December 31, Conversion option liability (beginning balance) $ 19,406 $ 12,567 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 6,839 Net conversion option liability $ - $ 19,406 |
Basis of Presentation & Going_4
Basis of Presentation & Going Concern (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities | ||
Derivative Liabilities | $ 19,406 | |
Total | 19,406 | |
Fair Value Measurements, Level 1 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Fair Value Measurements, Level 2 [Member] | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Fair Value Measurements, Level 3 [Member] | ||
Liabilities | ||
Derivative Liabilities | 19,406 | |
Total | $ 19,406 |
Basis of Presentation & Going_5
Basis of Presentation & Going Concern (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Planned CXAU platform-overview, description | The Company is developing its first Fintech solution using Hashgraph digital ledge technology, or DLT, which will be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. | ||||
Net loss | $ (1,365,875) | $ (949,017) | $ (3,523,145) | $ (1,164,112) | |
Working capital | 24,222 | 24,222 | |||
Derivative liability | $ 19,406 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | |||
Borrowings on notes payable | $ 82,025 | $ 213,700 | |
Notes Payable Related Party One [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable at beginning of period | |||
Borrowings on notes payable | 82,000 | ||
Repayments | (83,454) | ||
Accumulated interest | 1,454 | ||
Notes payable - related party | |||
Notes Payable Related Party Two [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable at beginning of period | 110,688 | $ 103,248 | 103,248 |
Borrowings on notes payable | |||
Repayments | |||
Accumulated interest | 6,170 | 7,440 | |
Notes payable - related party | $ 116,585 | $ 110,688 |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Textual) - USD ($) | Jul. 15, 2016 | Nov. 04, 2013 | Mar. 21, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 06, 2018 | May 04, 2018 | Apr. 13, 2018 |
Convertible Debt Securities [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Unsecured promissory notes, description | The Company entered into five additional notes totaling $41,000 with an interest rate of 7%. | The Company entered into additional unsecured 7% Promissory Notes totaling $215,500. | ||||||||
Unsecured promissory notes issuance and total | $ 41,000 | |||||||||
Unsecured promissory notes, term | 6 months | |||||||||
Repaid related party amount | $ 3,220 | |||||||||
Shareholder [Member] | Convertible Debt Securities [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Unsecured promissory notes, description | The Company entered into an unsecured 7% Promissory Notes with a significant shareholder in the amount of $100,000. | The Company entered into two 10% Secured Convertible Debentures. | The Company, entered into an unsecured 7% Promissory Note with a significant shareholder in the amount of $15,000. | The Company entered into five unsecured 7% Promissory Notes. | The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. | |||||
Unsecured promissory notes total | $ 100,000 | $ 15,000 | $ 65,500 | $ 32,000 | $ 25,000 | $ 10,000 | ||||
Unsecured promissory notes issuance and total | $ 65,500 | |||||||||
Unsecured promissory notes, term | 1 year | 1 year | ||||||||
Shareholder [Member] | Convertible Debt Securities [Member] | Minimum [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Unsecured promissory notes, term | 4 months | |||||||||
Shareholder [Member] | Convertible Debt Securities [Member] | Maximum [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Unsecured promissory notes, term | 6 months | |||||||||
Director [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Amount paid for services | $ 7,300 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Total borrowings amount | 75 | $ 4,275 | ||||||||
Total expenses | 4,330 | |||||||||
Amount due to the CEO | $ 0 | $ 3,145 |
Deferred Stock-Based Compensa_2
Deferred Stock-Based Compensation - Related Party (Details) - USD ($) | 1 Months Ended | |||
May 18, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Deferred Stock-Based Compensation - Related Party (Textual) | ||||
Common stock shares issued | 22,842,246 | 157,277 | ||
Common stock, value | $ 2,285 | $ 15 | ||
Accrued stock-based compensation | $ 746,137 | $ 746,137 | ||
Mark Goode [Member] | Employment Agreement [Member] | ||||
Deferred Stock-Based Compensation - Related Party (Textual) | ||||
Annual base salary | $ 96,000 | |||
Increase annual base salary maximum | $ 216,000 | |||
Deferred compensation related party, description | After one year of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company shall issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. | |||
Common stock shares issued | 500,000 | |||
Common Stock, per share | $ 2.50 | |||
Common stock, value | $ 1,250,000 |
Convertible Debenture - Relat_3
Convertible Debenture - Related Party (Details) - Notes payable to related party [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Notes payable at beginning of period | $ 470,603 | $ 231,569 |
Borrowings on notes payable - related party | 41,000 | 215,500 |
Beneficial conversion feature | (518,225) | |
Reclassification to paid in capital of beneficial conversion for conversion to common stock | 492,745 | |
Conversion to common stock | (484,650) | |
Repayments | (16,715) | |
Amortization of beneficial conversion feature | 25,480 | |
Accumulated interest | 7,188 | (23,534) |
Notes payable - related party | $ 17,426 | $ 470,603 |
Convertible Debenture - Relat_4
Convertible Debenture - Related Party (Details 1) - Outstanding Convertible Notes Payable [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Notes payable at beginning of period | $ 68,969 | |
Borrowings on notes payable - related party | 65,500 | |
Beneficial conversion feature | (68,696) | |
Amortization of beneficial conversion feature | 68,696 | |
Accumulated interest | 1,084 | 3,469 |
Interest transferred to related party | (1,084) | |
Notes payable - related party | $ 68,969 | $ 68,969 |
Convertible Debenture - Relat_5
Convertible Debenture - Related Party (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Convertible Debenture - Related Party [Abstract] | ||
Convertible debenture - related party at beginning of period | $ 19,055 | $ 17,287 |
Forgiveness | (19,999) | |
Accumulated interest | 944 | 1,768 |
Convertible debenture - related party at end of period | $ 86,408 | $ 19,055 |
Convertible Debenture - Relat_6
Convertible Debenture - Related Party (Details Textual) - USD ($) | Apr. 06, 2018 | Jul. 15, 2016 | Nov. 04, 2013 | Apr. 03, 2018 | Mar. 21, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 17, 2013 |
Convertible Debenture - Related Party (Textual) | ||||||||||
Conversion of features, description | The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. | |||||||||
Amortized debt discount | $ 518,225 | |||||||||
Forgiveness | 19,999 | |||||||||
Outstanding Convertible Notes Payable [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Borrowings on notes payable - related party | 65,500 | |||||||||
Convertible Debenture Related Party | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Reclassification to paid in capital of beneficial conversion for conversion to common stock | 492,745 | |||||||||
Repaid | 16,715 | |||||||||
Borrowings on notes payable - related party | 41,000 | $ 215,500 | ||||||||
Convertible Debt Securities [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Convertible debentures, description | The Company entered into five additional notes totaling $41,000 with an interest rate of 7%. | The Company entered into additional unsecured 7% Promissory Notes totaling $215,500. | ||||||||
Convertible Debt Securities [Member] | Shareholder [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Convertible debentures, description | The Company entered into an unsecured 7% Promissory Notes with a significant shareholder in the amount of $100,000. | The Company entered into two 10% Secured Convertible Debentures. | The Company, entered into an unsecured 7% Promissory Note with a significant shareholder in the amount of $15,000. | The Company entered into five unsecured 7% Promissory Notes. | The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. | |||||
Convertible Debt Securities [Member] | Related Party [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Convertible debenture | $ 50,000 | $ 60,000 | ||||||||
Convertible Debt Securities [Member] | Vantage Group Ltd [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Convertible debentures, description | The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.027. | |||||||||
Reclassification to paid in capital of beneficial conversion for conversion to common stock | $ 518,225 | |||||||||
Principal amount | $ 243,000 | |||||||||
Aggregate share issued of common stock | 9,000,000 | 9,300,000 | ||||||||
Common stock value for conversion | $ 241,650 | |||||||||
Shares of series C preferred stock | 7,000 | |||||||||
Conversion price | $ 0.0005 | |||||||||
Convertible Debt Securities [Member] | Lyle Hauser [Member] | ||||||||||
Convertible Debenture - Related Party (Textual) | ||||||||||
Convertible debentures, description | The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.0005. | |||||||||
Amortized debt discount | $ 68,969 | |||||||||
Reclassification to paid in capital of beneficial conversion for conversion to common stock | $ 68,969 | |||||||||
Forgiveness | $ 19,999 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Warrant [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of fair value of the conversion options | ||
Risk-free interest rate at grant date | 0.45% | 0.45% |
Expected stock price volatility | 244.00% | 228.00% |
Expected dividend payout | ||
Expected option in life-years | 1 year | 1 year |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of fair value of the conversion option derivative liability | ||
Conversion option liability (beginning balance) | $ 19,406 | |
Net conversion option liability | $ 19,406 | |
Conversion Option [Member] | ||
Schedule of fair value of the conversion option derivative liability | ||
Conversion option liability (beginning balance) | 19,406 | 12,567 |
Reclassification to additional paid in capital | (25,494) | |
Loss on changes in fair market value of conversion option liability | 6,088 | 6,839 |
Net conversion option liability | $ 19,406 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) - USD ($) | Dec. 17, 2013 | Nov. 04, 2013 | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Liabilities (Textual) | ||||
Conversion of features, description | The debentures carry a one-year term and are convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. | |||
Capital contribution | $ 25,494 | |||
Convertible Debt Securities [Member] | ||||
Derivative Liabilities (Textual) | ||||
Secured convertible debentures interest rate | 10.00% | 10.00% | ||
Term on secured convertible debentures | 1 year | 1 year | ||
Conversion of features, description | The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day's closing price. | |||
Convertible debenture issued | $ 60,000 | $ 50,000 | ||
Loss on changes in fair market value of conversion option liability | $ 6,088 | $ 6,839 |
Equity (Details)
Equity (Details) - USD ($) | May 18, 2018 | Apr. 06, 2018 | Apr. 03, 2018 | Oct. 25, 2017 | Sep. 29, 2017 | Sep. 30, 2018 | Jun. 29, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, shares issued | ||||||||
Common stock reverse split, description | One-for-200 reverse split | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Capital contribution | $ 19,999 | |||||||
Accrued compensation | $ 239,000 | |||||||
Debt discount | $ 518,225 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 | |||||
Preferred stock, shares issued | 7,000 | 0 | 7,000 | |||||
Description of convertible preferred stock | The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). | |||||||
Payments of shareholders | $ 30,000 | |||||||
Proceeds from issuance of preferred stock | 120,000 | |||||||
Received from such distribution event | 120,000 | |||||||
Gross profits of shares | $ 120,000 | |||||||
Stock issued shares value | $ 820,451 | |||||||
Stock Issued shares | 7,000 | |||||||
Aggregate of common stock shares issued, value | $ 7,000 | |||||||
Convertible note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate of common stock shares issued | 9,000,000 | |||||||
Aggregate of common stock shares issued, value | $ 243,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Employment agreement, description | The Company has entered into an employment agreement on May 18, 2018 (the “Employment Agreement”) with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the Employment Agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the Employment Agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the Employment Agreement, Mr. Goode shall receive 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). | |||||||
Lyle Hauser [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible price | $ 0.0005 | |||||||
Aggregate principal amount | $ 68,969 | |||||||
Convertible promissory note principal amount | $ 68,969 | |||||||
Percentage of interest rate | 7.00% | |||||||
Fair value of the beneficial conversion feature | $ 518,225 | |||||||
Debt discount | $ 68,696 | |||||||
Vantage Group Ltd [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate of common stock shares issued | 9,300,000 | |||||||
Aggregate of common stock shares issued, value | $ 241,650 | |||||||
Convertible price | $ 0.027 | |||||||
Aggregate principal amount | $ 518,225 | |||||||
Convertible promissory note principal amount | $ 518,225 | |||||||
Percentage of interest rate | 7.00% | |||||||
Extinguishment of the derivative | $ 35,294 | |||||||
JMG Horseshoe, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate shares sold | 333,333 | |||||||
Aggregate gross proceeds | $ 333,333 | |||||||
Subscription agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate shares sold | 3,896,969 | |||||||
Aggregate gross proceeds | $ 1,866,666 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 03, 2018 | Sep. 30, 2018 |
Commitments and Contingencies Textual | ||
Monthly payments for services | $ 230,500 | |
Best Innovation Group, Inc [Member] | Consulting services [Member] | ||
Commitments and Contingencies Textual | ||
Description of Commitments agreement | The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019. |