|
Document - Document and Entity Information |
Document - Document and Entity Information (USD $) |
9 Months Ended |
|
( custom:DocumentAndEntityInformationAbstract [Extension] ) |
|
|
|
Sep. 30, 2019 |
Nov. 11, 2019 |
|
|
|
|
|
|
|
|
|
Entity Registrant Name |
GOOD GAMING, INC. | |
| |
( dei:EntityRegistrantName ) |
| |
| |
Entity Central Index Key |
0001454742 | |
| |
( dei:EntityCentralIndexKey ) |
| |
| |
Document Type |
10-Q | |
| |
( dei:DocumentType ) |
| |
| |
Document Period End Date |
2019-09-30 | |
| |
( dei:DocumentPeriodEndDate ) |
| |
| |
Amendment Flag |
false | |
| |
( dei:AmendmentFlag ) |
| |
| |
Current Fiscal Year End Date |
--12-31 | |
| |
( dei:CurrentFiscalYearEndDate ) |
| |
| |
Entity Current Reporting Status |
Yes | |
| |
( dei:EntityCurrentReportingStatus ) |
| |
| |
Entity Interactive Data Current |
Yes | |
| |
( dei:EntityInteractiveDataCurrent ) |
| |
| |
Entity Filer Category |
Non-accelerated Filer | |
| |
( dei:EntityFilerCategory ) |
| |
| |
Entity Small Business Flag |
true | |
| |
( dei:EntitySmallBusiness ) |
| |
| |
Entity Emerging Growth Company |
false | |
| |
( dei:EntityEmergingGrowthCompany ) |
| |
| |
Entity Ex Transition Period |
false | |
| |
( dei:EntityExTransitionPeriod ) |
| |
| |
Entity Shell Company |
false | |
| |
( dei:EntityShellCompany ) |
| |
| |
Entity Common Stock, Shares Outstanding |
| |
53,988,755 | |
( dei:EntityCommonStockSharesOutstanding ) |
| |
| |
Document Fiscal Period Focus |
Q3 | |
| |
( dei:DocumentFiscalPeriodFocus ) |
| |
| |
Document Fiscal Year Focus |
2019 | |
| |
( dei:DocumentFiscalYearFocus ) |
| |
| |
|
(End Document - Document and Entity Information) |
|
Statement - Consolidated Balance Sheets (Unaudited) |
Statement - Consolidated Balance Sheets (Unaudited) (USD $) |
|
|
|
|
|
|
|
|
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
|
|
|
|
|
|
|
|
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred Stock [Member] |
Series A Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Series C Preferred Stock [Member] |
Series C Preferred Stock [Member] |
Series D Preferred Stock [Member] |
Series D Preferred Stock [Member] |
( dei:EntityDomain ) |
|
|
|
|
|
|
|
|
|
|
ASSETS |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AssetsAbstract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Current Assets |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AssetsCurrentAbstract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Cash and Cash Equivalents |
2,111 | |
12,449 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Prepaid expenses |
17,500 | |
10,000 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PrepaidExpenseCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Total Current Assets |
19,611 | |
22,449 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AssetsCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Property and Equipment, Net |
6,496 | |
28,853 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PropertyPlantAndEquipmentNet ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Gaming Software, Net |
90,000 | |
450,000 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CapitalizedComputerSoftwareNet ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
TOTAL ASSETS |
116,107 | |
501,302 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:Assets ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
LIABILITIES & STOCKHOLDERS' DEFICIT |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LiabilitiesAndStockholdersEquityAbstract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Current Liabilities |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LiabilitiesCurrentAbstract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accounts Payable and Accrued Expenses |
126,991 | |
111,973 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Derivative Liability |
659,381 | |
574,797 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DerivativeLiabilitiesCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Notes Payable |
13,440 | |
13,440 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:NotesPayableCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Convertible Debentures, current |
100,260 | |
100,260 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleDebtCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Notes Payable - ViaOne Services |
1,648,973 | |
1,316,484 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:NotesPayableRelatedPartiesClassifiedCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Total Current Liabilities |
2,549,045 | |
2,116,954 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LiabilitiesCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Total Liabilities |
2,549,045 | |
2,116,954 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:Liabilities ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Stockholders' Deficit |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockholdersEquityAbstract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred Stock |
| |
| |
8 | |
8 | |
69 | |
69 | |
1 | |
1 | |
— | |
1 | |
( us-gaap:PreferredStockValue ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common Stock Authorized: 100,000,000 Common Shares, With a Par Value of $0.001 Per Share; Issued and Outstanding: 53,988,755 Shares at September 30, 2019 and 49,717,922 Shares at December 31, 2018 |
53,988 | |
49,718 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockValue ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Additional Paid-In Capital |
4,210,995 | |
4,215,264 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AdditionalPaidInCapital ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accumulated Deficit |
(6,697,999 | ) |
(5,880,713 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:RetainedEarningsAccumulatedDeficit ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Total Stockholders' Deficit |
(2,432,938 | ) |
(1,615,652 | ) |
| |
8 | |
| |
69 | |
| |
1 | |
| |
1 | |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT |
116,107 | |
501,302 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LiabilitiesAndStockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Statement - Consolidated Balance Sheets (Unaudited)) |
|
Statement - Consolidated Balance Sheets (Unaudited) (Parenthetical) |
Statement - Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) |
|
|
|
|
|
|
|
|
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
|
|
|
|
|
|
|
|
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
Dec. 31, 2018 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred Stock [Member] |
Series A Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Series C Preferred Stock [Member] |
Series C Preferred Stock [Member] |
Series D Preferred Stock [Member] |
Series D Preferred Stock [Member] |
( dei:EntityDomain ) |
|
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, shares authorized |
| |
| |
2,000,000 | |
2,000,000 | |
249,999 | |
249,999 | |
1 | |
1 | |
350 | |
350 | |
( us-gaap:PreferredStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, par value |
| |
| |
0.001 | |
0.001 | |
0.001 | |
0.001 | |
0.001 | |
0.001 | |
0.001 | |
0.001 | |
( us-gaap:PreferredStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, shares issued |
| |
| |
7,500 | |
7,500 | |
68,997 | |
68,997 | |
1 | |
1 | |
0 | |
350 | |
( us-gaap:PreferredStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, shares outstanding |
| |
| |
7,500 | |
7,500 | |
68,997 | |
68,997 | |
1 | |
1 | |
0 | |
350 | |
( us-gaap:PreferredStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock, shares authorized |
100,000,000 | |
100,000,000 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock, par value |
0.001 | |
0.001 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock, shares issued |
53,988,755 | |
49,717,922 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock, shares outstanding |
53,988,755 | |
49,717,922 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Statement - Consolidated Balance Sheets (Unaudited) (Parenthetical)) |
|
Statement - Consolidated Statement of Operations (Unaudited) |
Statement - Consolidated Statement of Operations (Unaudited) (USD $) |
3 Months Ended |
9 Months Ended |
( us-gaap:IncomeStatementAbstract ) |
|
|
|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
10,567 | |
53,764 | |
38,395 | |
111,470 | |
( us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax ) |
| |
| |
| |
| |
Cost of Revenues |
7,558 | |
40,500 | |
16,920 | |
38,492 | |
( us-gaap:CostOfRevenue ) |
| |
| |
| |
| |
Gross Profit |
3,009 | |
13,264 | |
21,475 | |
72,978 | |
( us-gaap:GrossProfit ) |
| |
| |
| |
| |
Operating Expenses |
| |
| |
| |
| |
( us-gaap:OperatingExpensesAbstract ) |
| |
| |
| |
| |
General & Administrative |
20,066 | |
34,475 | |
44,722 | |
82,773 | |
( us-gaap:GeneralAndAdministrativeExpense ) |
| |
| |
| |
| |
Contract Labor |
4,500 | |
22,785 | |
31,828 | |
82,681 | |
( us-gaap:LaborAndRelatedExpense ) |
| |
| |
| |
| |
Payroll Expense |
— | |
— | |
— | |
41,986 | |
( us-gaap:SalariesWagesAndOfficersCompensation ) |
| |
| |
| |
| |
Depreciation and Amortization Expense |
120,973 | |
75,939 | |
364,100 | |
205,194 | |
( us-gaap:DepreciationAndAmortization ) |
| |
| |
| |
| |
Professional Fees |
88,880 | |
109,970 | |
271,953 | |
329,337 | |
( us-gaap:ProfessionalFees ) |
| |
| |
| |
| |
Change in Value of Digital Currencies |
— | |
3,668 | |
— | |
3,668 | |
( custom:ChangeInValueOfDigitalCurrencies [Extension] ) |
| |
| |
| |
| |
Total Operating Expenses |
234,419 | |
246,837 | |
712,603 | |
745,639 | |
( us-gaap:OperatingExpenses ) |
| |
| |
| |
| |
Operating Loss |
(231,410 | ) |
(233,573 | ) |
(691,128 | ) |
(672,661 | ) |
( us-gaap:OperatingIncomeLoss ) |
| |
| |
| |
| |
Other Income (Expense) |
| |
| |
| |
| |
( us-gaap:NonoperatingIncomeExpenseAbstract ) |
| |
| |
| |
| |
Loss on Stock Conversion |
— | |
— | |
— | |
(75,395 | ) |
( custom:LossOnStockConversion [Extension] ) |
| |
| |
| |
| |
Gain on Debt Settlement |
— | |
40,000 | |
— | |
40,000 | |
( us-gaap:DebtSecuritiesGainLoss ) |
| |
| |
| |
| |
Interest Income |
— | |
— | |
— | |
— | |
( us-gaap:InvestmentIncomeInterest ) |
| |
| |
| |
| |
Interest Expense |
(7,932 | ) |
(5,619 | ) |
(23,795 | ) |
(14,027 | ) |
( us-gaap:InterestExpense ) |
| |
| |
| |
| |
Loss on disposal of fixed assets |
(546 | ) |
— | |
(17,779 | ) |
— | |
( us-gaap:GainLossOnDispositionOfAssets1 ) |
| |
| |
| |
| |
Gain (Loss) on Change in Fair Value of Derivative Liability |
(131,045 | ) |
(307,905 | ) |
(84,584 | ) |
(24,667 | ) |
( us-gaap:DerivativeGainLossOnDerivativeNet ) |
| |
| |
| |
| |
Total Other Income (Loss) |
(139,523 | ) |
(273,524 | ) |
(126,158 | ) |
(74,089 | ) |
( us-gaap:NonoperatingIncomeExpense ) |
| |
| |
| |
| |
Net Income (Loss) |
(370,933 | ) |
(507,097 | ) |
(817,286 | ) |
(745,750 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
Net Income (Loss) Per Share, Basic and Diluted |
(0.01 | ) |
(0.07 | ) |
(0.02 | ) |
(0.01 | ) |
( us-gaap:EarningsPerShareBasicAndDiluted ) |
| |
| |
| |
| |
Weighted Average Shares Outstanding |
53,988,755 | |
7,293,597 | |
53,921,421 | |
24,158,309 | |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
|
(End Statement - Consolidated Statement of Operations (Unaudited)) |
|
Statement - Consolidated Statements of Cash Flows (Unaudited) |
Statement - Consolidated Statements of Cash Flows (Unaudited) (USD $) |
9 Months Ended |
( us-gaap:StatementOfCashFlowsAbstract ) |
|
|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
|
|
|
|
|
|
|
|
Operating Activities |
| |
| |
( us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract ) |
| |
| |
Net Income (Loss) |
(817,286 | ) |
(745,750 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
Adjustments To Reconcile Net Loss to Net Cash Used In Operating Activities |
| |
| |
( us-gaap:AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract ) |
| |
| |
Depreciation and amortization |
364,100 | |
205,194 | |
( us-gaap:DepreciationAndAmortization ) |
| |
| |
Loss on disposal of fixed assets |
17,779 | |
— | |
( us-gaap:GainLossOnDispositionOfAssets1 ) |
| |
| |
Change In Fair Value Of Derivative Liability |
84,584 | |
24,667 | |
( us-gaap:DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet ) |
| |
| |
Gain on Debt Settlement |
— | |
(40,000 | ) |
( us-gaap:DebtSecuritiesGainLoss ) |
| |
| |
Changes in operating assets and liabilities |
| |
| |
( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract ) |
| |
| |
Due from Affiliate |
— | |
700 | |
( us-gaap:IncreaseDecreaseDueFromAffiliates ) |
| |
| |
Digital Currencies |
— | |
(27,348 | ) |
( custom:IncreaseDecreaseInDigitalCurrencies [Extension] ) |
| |
| |
Prepaid expenses |
(7,500 | ) |
(18,829 | ) |
( us-gaap:IncreaseDecreaseInPrepaidExpense ) |
| |
| |
Accounts Payable and Accrued Liabilities |
15,018 | |
55,643 | |
( us-gaap:IncreaseDecreaseInAccountsPayableAndAccruedLiabilities ) |
| |
| |
Net Cash Provided By (Used in) Operating Activities |
(343,305 | ) |
(546,723 | ) |
( us-gaap:NetCashProvidedByUsedInOperatingActivities ) |
| |
| |
|
| |
| |
|
| |
| |
Investing Activities |
| |
| |
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract ) |
| |
| |
Proceeds from sale of Property and Equipment |
2,500 | |
— | |
( us-gaap:ProceedsFromSaleOfPropertyPlantAndEquipment ) |
| |
| |
Purchase of Property and Equipment |
(2,022 | ) |
(26,250 | ) |
( us-gaap:PaymentsToAcquirePropertyPlantAndEquipment ) |
| |
| |
Net Cash Provided By (Used in) Investing Activities |
478 | |
(26,250 | ) |
( us-gaap:NetCashProvidedByUsedInInvestingActivities ) |
| |
| |
|
| |
| |
|
| |
| |
Financing Activities |
| |
| |
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract ) |
| |
| |
Proceeds From Sale Of Preferred Stock Series D |
— | |
105,000 | |
( us-gaap:ProceedsFromIssuanceOfPreferredStockAndPreferenceStock ) |
| |
| |
Due To ViaOne Services |
332,489 | |
410,598 | |
( us-gaap:ProceedsFromRelatedPartyDebt ) |
| |
| |
Net Cash Provided By (Used In) Financing Activities |
332,489 | |
515,598 | |
( us-gaap:NetCashProvidedByUsedInFinancingActivities ) |
| |
| |
Change in Cash and Cash Equivalents |
(10,338 | ) |
(57,375 | ) |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect ) |
| |
| |
Cash and Cash Equivalents, Beginning Of Period |
12,449 | |
61,037 | |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations ) |
| |
| |
Cash and Cash Equivalents, End Of Period |
2,111 | |
3,662 | |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations ) |
| |
| |
|
| |
| |
|
| |
| |
Supplemental disclosure of cash flow information |
| |
| |
( us-gaap:SupplementalCashFlowInformationAbstract ) |
| |
| |
Cash paid for interest |
— | |
— | |
( us-gaap:InterestPaidNet ) |
| |
| |
Cash paid for taxes |
— | |
— | |
( us-gaap:IncomeTaxesPaidNet ) |
| |
| |
|
| |
| |
|
| |
| |
Non-Cash Investing And Financing Activities |
| |
| |
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract ) |
| |
| |
Unpaid Property and Equipment Acquired |
— | |
118,500 | |
( us-gaap:CapitalExpendituresIncurredButNotYetPaid ) |
| |
| |
Common Shares Issued for Conversion Of Debt |
— | |
293,229 | |
( us-gaap:DebtConversionConvertedInstrumentAmount1 ) |
| |
| |
Shares Issued For Acquisition Of Software |
— | |
— | |
( us-gaap:StockIssuedDuringPeriodValuePurchaseOfAssets ) |
| |
| |
|
(End Statement - Consolidated Statements of Cash Flows (Unaudited)) |
|
Statement - Stockholders' Equity (Deficit) (Unaudited) |
Statement - Stockholders' Equity (Deficit) (Unaudited) (USD $) |
|
|
|
|
|
|
|
|
( us-gaap:StatementOfStockholdersEquityAbstract ) |
|
|
|
|
|
|
|
|
|
Class A Preferred Stock [Member] |
Class B Preferred Stock [Member] |
Class C Preferred Stock [Member] |
Class D Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Accumulated Deficit [Member] |
<Total> |
( us-gaap:StatementClassOfStockAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:ClassOfStockDomain ) |
|
|
|
|
|
|
|
|
From Jan. 1, 2018 to Mar. 31, 2018 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
165 | |
1 | |
1 | |
2,881 | |
3,996,373 | |
(4,889,020 | ) |
(889,591 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
164,781 | |
1 | |
105 | |
2,881,424 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
— | |
(58 | ) |
— | |
— | |
11,654 | |
(11,596 | ) |
— | |
— | |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
— | |
(58,270 | ) |
— | |
— | |
11,654,000 | |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
— | |
— | |
— | |
— | |
8,333 | |
191,667 | |
— | |
200,000 | |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
— | |
— | |
— | |
— | |
8,333,333 | |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
— | |
— | |
— | |
— | |
815 | |
22,340 | |
— | |
23,155 | |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
— | |
— | |
— | |
— | |
814,438 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
— | |
— | |
— | |
— | |
— | |
105,000 | |
— | |
105,000 | |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
— | |
— | |
— | |
105 | |
— | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
30,415 | |
30,415 | |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
107 | |
1 | |
1 | |
23,683 | |
4,303,784 | |
(4,858,605 | ) |
(531,021 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
106,511 | |
1 | |
210 | |
23,683,195 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
From Apr. 1, 2018 to Jun. 30, 2018 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
107 | |
1 | |
1 | |
23,683 | |
4,303,784 | |
(4,858,605 | ) |
(531,021 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
106,511 | |
1 | |
210 | |
23,683,195 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
— | |
— | |
— | |
— | |
1,893 | |
26,181 | |
— | |
28,074 | |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
— | |
— | |
— | |
— | |
1,892,828 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
— | |
— | |
— | |
— | |
4,885 | |
(4,885 | ) |
— | |
— | |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
— | |
— | |
— | |
(32 | ) |
4,884,823 | |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
(270,068 | ) |
(270,068 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
107 | |
1 | |
1 | |
30,461 | |
4,325,080 | |
(5,128,673 | ) |
(773,015 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
106,511 | |
1 | |
178 | |
30,460,846 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
From Jul. 1, 2018 to Sep. 30, 2018 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
107 | |
1 | |
1 | |
30,461 | |
4,325,080 | |
(5,128,673 | ) |
(773,015 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
106,511 | |
1 | |
178 | |
30,460,846 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
— | |
— | |
— | |
— | |
— | |
— | |
— | |
— | |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
— | |
— | |
— | |
(85 | ) |
— | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
(507,097 | ) |
(507,097 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
107 | |
1 | |
1 | |
30,461 | |
4,325,080 | |
(5,635,770 | ) |
(1,280,112 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
106,511 | |
1 | |
93 | |
30,460,846 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
From Jan. 1, 2019 to Mar. 31, 2019 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
69 | |
1 | |
1 | |
49,718 | |
4,215,264 | |
(5,880,713 | ) |
(1,615,652 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
69,197 | |
1 | |
6 | |
49,717,922 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
— | |
— | |
— | |
— | |
3,750 | |
(3,750 | ) |
— | |
— | |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
— | |
(200 | ) |
— | |
— | |
3,750,000 | |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
— | |
— | |
— | |
(1 | ) |
520 | |
(519 | ) |
— | |
— | |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
— | |
— | |
— | |
(6 | ) |
520,833 | |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
(195,210 | ) |
(195,210 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
69 | |
1 | |
— | |
53,988 | |
4,210,995 | |
(6,075,923 | ) |
(1,810,862 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
68,997 | |
1 | |
— | |
53,988,755 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
From Apr. 1, 2019 to Jun. 30, 2019 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
69 | |
1 | |
— | |
53,988 | |
4,210,995 | |
(6,075,923 | ) |
(1,810,862 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
68,997 | |
1 | |
— | |
53,988,755 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
(251,143 | ) |
(251,143 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
69 | |
1 | |
— | |
53,988 | |
4,210,995 | |
(6,327,066 | ) |
(2,062,005 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
68,997 | |
1 | |
— | |
53,988,755 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
From Jul. 1, 2019 to Sep. 30, 2019 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance |
8 | |
69 | |
1 | |
— | |
53,988 | |
4,210,995 | |
(6,327,066 | ) |
(2,062,005 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Beginning balance, shares |
7,500 | |
68,997 | |
1 | |
— | |
53,988,755 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares B to common shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesOne [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Via One Loan to Common Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesTwo [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Convertible Notes, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Series D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesOther ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStock [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Issuance of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ConversionOfClassDPreferredStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of Class D Preferred Stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesThree [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion of preferred shares D to Common Shares, shares |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesFour [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Net income (loss) |
— | |
— | |
— | |
— | |
— | |
— | |
(370,933 | ) |
(370,933 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance |
8 | |
69 | |
1 | |
— | |
53,988 | |
4,210,995 | |
(6,697,999 | ) |
(2,432,938 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
| |
| |
| |
Ending balance, shares |
7,500 | |
68,997 | |
1 | |
— | |
53,988,755 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Statement - Stockholders' Equity (Deficit) (Unaudited)) |
|
Disclosure - Nature of Operations and Continuance of Business |
Disclosure - Nature of Operations and Continuance of Business (USD $) |
9 Months Ended |
( us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Nature of Operations and Continuance of Business |
Note 1. Nature of Operations and Continuance of Business
Good Gaming, Inc. (formerly “HDS International
Corp.”) (the “Company”) was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company
is a leading tournament gaming platform and online destination targeting over 250 million e-sports players and participants worldwide
that want to compete at the high school or college level. A substantial portion of the Company’s activities has involved
developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any substantial
revenue to date. Beginning in 2018, the Company began deriving revenue by providing transaction verification services within the
digital currency networks of cryptocurrencies. However, on December 12, 2018, the Company discontinued such transaction verification
services by dissolving Crypto Strategies Group, Inc., its wholly-owned subsidiary.
Going Concern
These consolidated financial statements have
been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities
in the normal course of business. The Company has generated minimal revenues to date and has never paid any dividends and is unlikely
to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a
going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing,
and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern for a period of one year from the date of these financial statements.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
( us-gaap:NatureOfOperations ) |
| |
|
(End Disclosure - Nature of Operations and Continuance of Business) |
|
Disclosure - Summary of Significant Accounting Policies |
Disclosure - Summary of Significant Accounting Policies (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Summary of Significant Accounting Policies |
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial
statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP
for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Use of Estimates
The preparation of condensed financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. The Company regularly evaluates estimates
and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred
income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience
and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations
will be affected.
Certain reclassifications have been made to
prior-year amounts to conform to the current period presentation.
Cash Equivalents
The Company considers all highly liquid instruments
with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors
are also considered cash equivalents because they are both short-term and highly liquid in nature.
Intangible Assets
Intangible assets are carried at the purchased
cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally
five years.
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable
intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted
future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived
assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset.
Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell.
Beneficial Conversion Features
From time to time, the Company may issue convertible
notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible
note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining
unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of
the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a
debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over
the life of the note using the effective interest method.
Derivative Liability
From time to time, the Company may issue equity
instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability
exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded
at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on
each balance sheet date with the corresponding gains and losses recorded in the statement of operations.
Basic and Diluted Net Loss Per Share
The Company computes net loss per share in
accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted
method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to
be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect
is anti-dilutive. On September 30, 2019 and December 31, 2018, the Company had 13,949,401 and 9,607,460 potentially dilutive shares
from outstanding convertible debentures, respectively.
Income Taxes
Potential benefits of income tax losses are
not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute
tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized
in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the
net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial
statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest
and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for
uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded
in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties
accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax
positions.
On March 22, 2017, tax reform legislation known
as the Tax Cuts and Jobs Act (the “U.S. Tax Reform Act”) was enacted in the United States. The U.S. Tax Reform Act,
among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. On March 22, 2017, the SEC staff
issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the effects of
the U.S. Tax Reform Act under ASC 740.
Financial Instruments
ASC 820, “Fair Value Measurements”
and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding
the inputs used to measure fair value. A financial instrument is categorized within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be
used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for
which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for
which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can
be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for
which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the
assets or liabilities.
Assets and liabilities measured at fair value
on a recurring basis were presented on the Company’s consolidated balance sheet as at September 30, 2019 and 2018 as follows:
Description |
|
Fair Value Measurements at September 30, 2019 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Total |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Description |
|
Fair Value Measurements at September 30, 2018 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
Total |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
The carrying values of all of our other financial
instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current
fair values because of their nature and respective maturity dates or durations.
Advertising Expenses
Advertising expenses are included in general
and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $9,813
and $13,283 in advertising and promotion expenses in the three and nine months ended September 30, 2019, respectively.
Revenue Recognition
The Company recognizes revenues when there
is persuasive evidence of an arrangement, the product or service has been provided to the customer, the collection of our fees
is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. Revenues primarily include revenues
from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds
from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods.
Recent Accounting Pronouncements
In February 2016, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which
amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”)
asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is
effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting
periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect
on the Company as it does not have any leases.
The Company has implemented all other new
accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial
statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations. | |
( us-gaap:SignificantAccountingPoliciesTextBlock ) |
| |
|
(End Disclosure - Summary of Significant Accounting Policies) |
|
Disclosure - Other Assets |
Disclosure - Other Assets (USD $) |
9 Months Ended |
( us-gaap:OtherAssetsAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Other Assets |
Note 3. Other Assets
Property and Equipment consisted of the following:
|
|
September 30, |
|
|
|
2019 |
|
|
2018 |
|
Computers and servers |
|
$ |
14,998 |
|
|
$ |
39,226 |
|
|
|
|
|
|
|
|
|
|
Bitmining machines |
|
|
- |
|
|
|
118,500 |
|
|
|
|
|
|
|
|
|
|
Property & Equipment, pre-Accumulated Depreciation |
|
$ |
14,998 |
|
|
$ |
157,726 |
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
(8,502 |
) |
|
|
(28,009 |
) |
|
|
|
|
|
|
|
|
|
Property & Equipment, net |
|
$ |
6,496 |
|
|
$ |
129,717 |
|
Depreciation expense for the nine months ended
September 30, 2019 and 2018 was $4,100 and $5,444, respectively.
In March of 2019, the Company discontinued
Minecade and Olimpo servers and decided to focus on Minecraft servers. The Company recognized a loss of $17,233 on the disposal
of these servers.
In August of 2019, the Company sold Hardcore
Game server for $2,500 and recongnize loss of $546 on disposal of the the fixed assets.
On February 17, 2016, the Company acquired
Good Gaming’s assets including intellectual property, trademarks, software code, equipment and other from CMG Holdings Group,
Inc. The Company valued the software purchased at $1,200,000. The software has a useful life of 5 years. By March 31, 2018, the
Company acquired two additional software servers for $26,250. During the 4th Quarter of 2018, the Company assessed the useful life
of the software and determined that remaining useful life was 1.25 years. As such, the Company prospectively is amortizing the
software through December 31, 2019. Amortization for the nine months ended September 30, 2019 and 2018 was $360,000 and $180,000,
respectively.
The software consisted of the following:
|
|
September 30, |
|
|
|
2019 |
|
|
2018 |
|
Gaming Software |
|
$ |
1,200,000 |
|
|
$ |
1,200,000 |
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization |
|
|
(1,110,000 |
) |
|
|
(630,000 |
) |
|
|
|
|
|
|
|
|
|
Gaming Software, net |
|
$ |
90,000 |
|
|
$ |
570,000 |
|
| |
( us-gaap:OtherAssetsDisclosureTextBlock ) |
| |
|
(End Disclosure - Other Assets) |
|
Disclosure - Debt |
Disclosure - Debt (USD $) |
9 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Debt |
Note 4. Debt
Convertible Debentures
On April 1, 2015, we entered into a transaction
with Iconic Holdings (“Iconic”) whereby Iconic agreed to provide up to $600,000 through a structured convertible promissory
note (the “2015 Iconic Note”), with funds to be received in tranches. The note bears interest of 10% and was due April
1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained
by Iconic as an original issue discount, and $6,000 retained by Iconic for legal expenses. On February 17, 2016 as part of a settlement
between Iconic and the Company, the 2015 Iconic Note along with a remaining balance of $8,300 from former JABRO-Asher notes were
restructured to a principal amount of $25,000 with a due date of June 18, 2017 and an interest rate of 0%. Iconic is subject to
strict lock-up and leak-out provisions. Additionally, as part of the February 2016 settlement with Iconic, Iconic funded $100,000
new debentures (the “$100,000 Convertible Promissory Note”) due August 2018 bearing 0% interest with the lender subject
to strict lock-up and leak-out provisions. On June 27, 2017, Iconic’s $100,000 Convertible Promissory Note issued on February
18, 2016 was amended to reflect an amendment of the conversion price from $.10 cents to $.08 cents per share of common stock. On
July 5, 2017, Iconic converted $15,895 of its $100,000 Convertible Promissory Note. On July 25, 2017, Iconic converted $18,950
of its $100,000 Convertible Promissory Note. On January 23, 2018, Iconic converted $65,155 of its $100,000 Convertible Promissory
Note. Accordingly, the $100,000 Convertible Promissory Note issued on February 18, 2016 was fully converted into 1,250,001 shares
of the Company’s common stock.
On April 15, 2015, the Company issued a convertible
debenture with the principal amount of $100,000 to HGT Capital, LLC (“HGT”), a non-related party. During the quarter
ended June 30, 2015, the Company received the first $50,000 in payment. The remaining $50,000 payment would be made at the request
of the borrower. No additional payments were made as of September 30, 2018. Under the terms of the debentures, the amount was unsecured
and was due on October 16, 2016. It was convertible into shares of common stock any time after the maturity date at a conversion
rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days
ending one trading day prior to the date the conversion notice was sent by the holder to the Company. On September 21, 2018, the
Company entered into a modification agreement with HGT with respect to the convertible promissory note which had had a balance
of $107,238. Pursuant to such modification agreement, all defaults were waived and it was agreed that such note will convert at
a 25% discount to the market rather than the default rate. HGT also agreed to certain sale restrictions which limit the amount
of shares that they can sell in any month for the next three months. HGT also agreed to dismiss, with prejudice, the lawsuit that
it had filed against the Company.
On June 29, 2017, the Company issued to Iconic
a 10% Convertible Promissory Note in the principal amount of $27,000 (the “2017 Iconic Note”). Upon the execution of
such Note, the sum of $9,000 was remitted and delivered to the Company. On August 14, 2017, Iconic remitted and delivered to the
Company another $9,000. The Company was only required to repay the amount funded and the Company was not required to repay any
unfunded portion of the 2017 Iconic Note. As of March 31, 2018, the Company had received a total $18,000 of the $27,000 principal
amount. On April 16, 2018, the note was fully converted.
As part of the asset purchase agreement between
CMG Holdings Group, Inc. (“CMG Holdings”) and the Company, the Company issued SirenGPS a 0% convertible debenture of
$60,000 that matured in August 2018. The debenture was convertible into the Company’s common stock at a 20% discount to the
20-day moving average of the Company’s common stock after a period of seven months. The debt was subject to strict lock-up
and leak-out provisions. Recently, ViaOne Services, LLC, a Texas Limited Liability Corporation (“ViaOne”) purchased
this debenture from SirenGPS at face value.
The Company entered into a line of credit
agreement (“Line Of Credit”) with ViaOne on September 27, 2018 (the “Effective Date”). This Line of Credit
dated as of, was entered into by and between the Company and ViaOne. The Company had an immediate need for additional capital
and asked ViaOne to make a new loan(s) in an initial amount of $25,000 on the Effective Date (the “New Loan”). The
Company may need additional capital and ViaOne has agreed pursuant to this Line of Credit to provide for additional advances,
although ViaOne shall have no obligation to make any additional loans. Any further New Loans shall be memorialized in a promissory
note with substantially the same terms as the New Loan and shall be secured by all of the assets of the Company. On or before
the Effective Date, the Company may request in writing to ViaOne that it loan the Company additional sums of up to $250,000 and
within five days of such request(s), ViaOne shall have the right, but not an obligation, to make additional loans to the Company
and the Company shall in turn immediately issue a note in the amount of such loan. In consideration for making the New Loan, the
Company entered into a security agreement whereby ViaOne received a senior security interest in all of the assets of the Company. | |
( us-gaap:DebtDisclosureTextBlock ) |
| |
|
(End Disclosure - Debt) |
|
Disclosure - Derivative Liabilities |
Disclosure - Derivative Liabilities (USD $) |
9 Months Ended |
( us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Derivative Liabilities |
Note 5. Derivative Liabilities
The following inputs and assumptions were used
to value the convertible debentures outstanding during the years ended September 30, 2019 and September 30, 2018:
The projected annual volatility for each valuation
period was based on the historic volatility of the Company of 249.2% and 337.2% at September 30, 2019 and 2018, respectively. The
risk free rate was 1.91% and 2.57% at September 30, 2019 and 2018, respectively. The expected life was one year and the dividend
yield was 0% for each year.
A summary of the activity of the derivative
liability is shown below:
Balance, September 30, 2017 |
|
$ |
160,437 |
|
Change in value |
|
|
415,501 |
|
Balance, September 30, 2018 |
|
|
575,938 |
|
Change in value |
|
|
83,443 |
|
Balance, September 30, 2019 |
|
|
659,381 |
|
| |
( us-gaap:DerivativesAndFairValueTextBlock ) |
| |
|
(End Disclosure - Derivative Liabilities) |
|
Disclosure - Common Stock |
Disclosure - Common Stock (USD $) |
9 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Common Stock |
Note 6. Common Stock
Equity Transactions for the Year Ended December
31, 2018 and Nine Months Ended September 30, 2019:
On January 8, 2018, Silver Linings Management
converted 15,000 shares of the Company’s Series B Preferred Shares into 3,000,000 common shares of the Company.
On January 8, 2018, Britton & Associates
converted 5,000 the Company’s Series B Preferred Shares in 1,000,000 common shares of the Company.
On January 9, 2018, ViaOne Services converted
$200,000 its convertible note into 8,333,333 common shares of the Company.
On January 12, 2018, SSB Trading converted
10,000 the Company’s Series B Preferred Shares into 2,000,000 common shares of the Company.
On January 12, 2018, CMG Holdings converted
5,605 the Company’s Series B Preferred Shares into 1,211,000 common shares of the Company.
On January 18, 2018, CMG Holdings converted
9,000 the Company’s Series B Preferred Shares into 1,800,000 common shares of the Company.
On January 23, 2018, Iconic Holdings converted
$65,155 of its convertible note into 814,438 common shares of the Company.
On January 26, 2018, Michael Tadin converted
5,000 the Company’s Series B Preferred Shares into 1,000,000 common shares of the Company.
On February 9, 2018, Vik Grover converted 8,665
the Company’s Series B Preferred Shares into 1,733,000 common shares of the Company.
On April 16, 2018, Iconic converted $18,000
of a convertible note into 1,892,828 shares of the Company’s common stock.
On April 13, 2018, RedDiamond Partners, Inc.
(“RedDiamond”) converted 5 shares of Series D Preferred Stock into 555,556 shares of the Company’s common stock.
On April 17, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 609,756 shares of the Company’s common stock.
On April 23, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 806,452 of the Company’s common stock.
On May 9, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 1,020,408 of the Company’s common stock.
On May 23, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 657,895 of the Company’s common stock.
On June 19, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 1,234,756 of the Company’s common stock.
On July 9, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 1,250,000 of the Company’s common stock.
On July 24, 2018, RedDiamond converted 5 shares
of Series D Preferred Stock into 1,467,391 of the Company’s common stock.
On September 25, 2018, RedDiamond converted
6.50 shares of Series D Preferred Stock into 1,450,893 of the Company’s common stock.
On October 16, 2018, RedDiamond converted 6.50
shares of Series D Preferred Stock into 1,377,119 of the Company’s common stock.
On November 1, 2018, RedDiamond converted 6.34
shares of Series D Preferred Stock into 792,750 of the Company’s common stock.
On November 6, 2018, Lincoln Acquisition converted
17,314 shares of Preferred B Stock into 3,462,800 of the Company’s common stock.
On November 13, 2018, RedDiamond converted
6 shares of Series D Preferred Stock into 1,027,397 of the Company’s common stock.
On November 29, 2018, RedDiamond converted
5 shares of Series D Preferred Stock into 961,538 of the Company’s common stock.
On November 29, 2018, HGT converted $6,978
of a convertible note into 1,655,594 shares of the Company’s common stock.
On December 14, 2018, Lincoln Acquisition converted
20,000 shares of Preferred B Stock into 4,000,000 of the Company’s common stock.
On December 21, 2018, RedDiamond converted
10 shares of Series D Preferred Stock into 1,811,594 of the Company’s common stock.
On January 2, 2019, Lincoln Acquisition converted
200 shares of Preferred B Stock into 3,750,000 of the Company’s common stock
On January 10, 2019, RedDiamond converted
6 shares of Series D Preferred Stock into 520,833 of the Company’s common stock. | |
( us-gaap:StockholdersEquityNoteDisclosureTextBlock ) |
| |
|
(End Disclosure - Common Stock) |
|
Disclosure - Preferred Stock |
Disclosure - Preferred Stock (USD $) |
9 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Preferred Stock |
Note 7. Preferred Stock
Our Articles of Incorporation authorize us
to issue up to 2,250,350 shares of preferred stock, $0.001 par value. Of the 2,250,000 authorized shares of preferred stock, the
total number of shares of Series A Preferred Shares the Corporation shall have the authority to issue is Two Hundred Forty Nine
thousand Nine Hundred Ninety Nine (249,999), with a stated par value of $0.001 per share, the total number of shares of Series
B Preferred Shares the Corporation shall have the authority to issue is Two Million (2,000,000), with a stated par value of $0.001
per share and the total number of shares of Series C Preferred Shares the Corporation shall have the authority to issue is One
(1), with a stated par value of $0.001 per share. Our Board of Directors is authorized, without further action by the shareholders,
to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms.
We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide
flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however,
could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such
holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in
control of our company.
As of September 30, 2019, we had 7,500 shares
of our Series A preferred stock, 68,997 shares of Series B preferred stock, 1 share of Series C Preferred Stock, and 0 shares of
Series D Preferred Stock issued and outstanding.
The 7,500 issued and outstanding shares of
Series A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Series A Preferred
Share. The 68,997 issued and outstanding shares of Series B Preferred Stock are convertible into shares of common stock at a rate
of 200 common shares for each Series B Preferred Share. If all of our Series A Preferred Stock and Series B Preferred Stock are
converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 13,949,400
shares.
The 1 issued and outstanding shares of Series
C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company
controlled by our CEO.
The 6 issued and outstanding shares of Series
D Preferred Stock as of December 31, 2018 were convertible into shares of common stock at a rate of 125% of the conversion amount
at a price that was the lower of 110% of the volume weighted average price (“VWAP”) of the common stock on the closing
date, the VWAP of the common stock on the conversion date or the VWAP of the common stock on the date prior to the conversion date.
Series D Preferred Stock was convertible beginning 6 months from the issue date. On September 21, 2018, RedDiamond modified the
agreement with the Company. RedDiamond and the Company agreed that the Preferred Shares were convertible into Common Stock (the
“Conversion Shares”) at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined
as the average of the five (5) lowest closing prices during the 20 days prior to conversion; for the avoidance of doubt, RedDiamond
had not waived its right to the 25% Conversion Premium as defined in the COD. The Company had the obligation to redeem 46.531 of
the Preferred Shares (which represents 50% of the Preferred Shares owned by RedDiamond) at 110% of the Stated Value of $46,531
by making three equal payments of $17,061 on October 15, 2018, November 15, 2018 and December 15, 2018. On January 10, 2019, RedDiamond
converted the last six (6) shares of Series D Preferred Stock into the Company’s common stock.
The holders of Series A, Series B, Series
C and Series D have a liquidation preference to the holders of common stock. | |
( us-gaap:PreferredStockTextBlock ) |
| |
|
(End Disclosure - Preferred Stock) |
|
Disclosure - Warrant |
Disclosure - Warrant (USD $) |
9 Months Ended |
( custom:WarrantAbstract [Extension] ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Warrant |
Note 8. Warrant
In connection with the $100,000 convertible
debenture issued to HGT Capital, LLC (“HGT”), the Company issued HGT a warrant to purchase 100,000 shares of the Company’s
common stock at $1.00 per share. This warrant was not exercised as of September 30, 2019, is exercisable through April 15, 2020
and had a remaining life of 0.54 years as of September 30, 2019. The intrinsic value of the warrant at September 30, 2019 was
zero as the exercise price exceeded the closing stock price on September 30, 2019. | |
( custom:WarrantTextBlock [Extension] ) |
| |
|
(End Disclosure - Warrant) |
|
Disclosure - Related Party Transactions |
Disclosure - Related Party Transactions (USD $) |
9 Months Ended |
( us-gaap:RelatedPartyTransactionsAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Related Party Transactions |
Note 9. Related Party Transactions
On or around April 7, 2016, Silver Linings
Management, LLC funded the Company $13,440 in the form of convertible debentures secured by certain high-powered gaming machines
purchased from XIDAX. Such note bore interest at a rate of 10% per annum, payable in cash or kind at the option of the Company,
matured on April 1, 2018, and was convertible into Series B Preferred shares at the option of the holder at any time. On January
08, 2019, Silver Linings Management converted its Series B Preferred shares into shares of the Company’s Common Stock.
On November 30, 2016, ViaOne purchased a Secured
Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company to ViaOne. As additional advances
were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated
January 31, 2017 and March 1, 2017, respectively.
On May 5, 2017, ViaOne delivered a default
notice to the Company pursuant to Section 6 of the Note Purchase Agreement but has subsequently extended the due date and has increased
the funding up to One Million ($1,000,000) dollars. After giving the Company a fifteen (15) day notice period to cure the default
under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG and ViaOne (“Pledge Agreement”),
ViaOne took possession of the Series C Stock, which was subject of the Pledge Agreement.
The Secured Promissory Note as amended increased
from time to time due to additional advances provided to the Company by ViaOne.
On September 1, 2017, the Company executed
an amended Employee Services Agreement with ViaOne which stipulated that ViaOne would continue providing to the Company services
relating to the Company’s human resources, marketing, advertising, accounting and financing for a monthly management fee
of $25,000. This agreement was amended on January 1, 2018. The accrued monthly management fees, $100,000 at December 31, 2017,
are convertible by ViaOne into the Company’s common stock at a rate of 125% of the accrued fees at a conversion price of
(i) $0.05 per share; or (ii) the volume weighted adjusted price (“VWAP”) of the common stock on the 14th day of each
month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading
holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month.
On September 27, 2018, the Company and ViaOne,
entered into a Line of Credit Agreement (the “LOC Agreement”), pursuant to which the Company issued a secured promissory
note with the initial principal amount of $25,000 to ViaOne in exchange for a loan of $25,000 (the “Initial Loan Amount”).
In accordance with this Agreement, the Company may request ViaOne to provide loans of up to $250,000, including the Initial Loan
Amount, and ViaOne has the right to decide whether it will honor such request. The Initial Loan Amount shall become due on September
30, 2019 (the “Maturity Date”) and bears an interest rate of 8.0% per annum. The unpaid principal and interest of the
Promissory Note after the Maturity Date shall accrue interest at a rate of 18.0% per annum. The principal amount of the Promissory
Note may increase from time to time up to $250,000 in accordance with the terms and conditions of the Agreement. In connection
with the Agreement and Promissory Note, the Company and ViaOne executed a security agreement dated September 27, 2018 whereby the
Company granted ViaOne a security interest in all of its assets, including without limitation, cash, inventory, account receivables,
real property and intellectual properties, to secure the repayment of the loans made pursuant to the LOC Agreement and Promissory
Note.
At September 30, 2019, the total amount owed
to ViaOne Services, was $1,648,973.
The Company’s Chairman and Chief Executive
Officer is the Chief Executive Officer of ViaOne Services. | |
( us-gaap:RelatedPartyTransactionsDisclosureTextBlock ) |
| |
|
(End Disclosure - Related Party Transactions) |
|
Disclosure - Income Taxes |
Disclosure - Income Taxes (USD $) |
9 Months Ended |
( us-gaap:IncomeTaxDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Income Taxes |
Note 10. Income Taxes
The Company has a net operating loss carried
forward of approximately $3,262,000 available to offset taxable income in future years until the end of the fiscal year of 2030.
The significant components of deferred income
tax assets and liabilities at September 30, 2019 and 2018 are as follows:
|
|
2019 |
|
|
2018 |
|
Net Operating Loss Carryforward |
|
$ |
658,074 |
|
|
$ |
387,825 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(658,074 |
) |
|
$ |
(387,825 |
) |
|
|
|
|
|
|
|
|
|
Net Deferred Tax Asset |
|
$ |
- |
|
|
$ |
- |
|
The income tax benefit has been computed by
applying the weighted average income tax rates of the United States (federal and state rates) of 21% to a net loss before income
taxes calculated for each jurisdiction. The tax effects of significant temporary differences, which comprise future tax assets
and liabilities, are as follows:
|
|
2019 |
|
|
2018 |
|
Income tax recovery at statutory rate |
|
$ |
(171,630 |
) |
|
$ |
(124,460 |
) |
|
|
|
|
|
|
|
|
|
Valuation allowance change |
|
|
171,630 |
|
|
|
124,460 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
- |
|
|
$ |
- |
|
| |
( us-gaap:IncomeTaxDisclosureTextBlock ) |
| |
|
(End Disclosure - Income Taxes) |
|
Disclosure - Commitments and Contingencies |
Disclosure - Commitments and Contingencies (USD $) |
9 Months Ended |
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Commitments and Contingencies |
Note 11. Commitments and Contingencies
HGT filed a lawsuit against the Company, claiming
breach of contract due to a default on a $50,000 junior loan made by HGT to HDS International Corp., our predecessor, in 2015.
The Company retained counsel to represent it on this matter and responded with affirmative defenses in the Supreme Court of New
York. On September 21, 2018, the Company entered into a modification agreement with HGT with respect to the convertible promissory
note which has a balance of $107,238. Pursuant to such modification agreement, all defaults were waived and it was agreed that
such note will convert at a 25% discount to the market rather than the default rate. HGT also agreed to certain sale prohibitions
which limit the amount of shares that they can sell in any month for the next three months. As a result of the modification agreement,
HGT withdrew, with prejudice, the lawsuit that it had filed against the Company. | |
( us-gaap:CommitmentsAndContingenciesDisclosureTextBlock ) |
| |
|
(End Disclosure - Commitments and Contingencies) |
|
Disclosure - Acquisition and Discontinued Operations |
Disclosure - Acquisition and Discontinued Operations (USD $) |
9 Months Ended |
( custom:AcquisitionAndDiscontinuedOperationsAbstract [Extension] ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Acquisition and Discontinued Operations |
Note 12. Acquisition and Discontinued Operations
On March 21, 2018, the Company announced the
acquisition of Crypto Strategies Group, Inc. for consideration of $500. The Company intended to diversify its business and enter
into the cryptocurrency market through such acquisition. As the acquisition was between entities under common control with the
Company, the assets and liabilities were recorded at their carrying amount on the date of transfer. On the date of transfer, Crypto
Strategies Group, Inc. had no assets or liabilities.
On December 12, 2018, the Company dissolved
Crypto Strategies Group, Inc. and the net liabilities were assumed by a related party. | |
( custom:AcquisitionAndDiscontinuedOperationsTextBlock [Extension] ) |
| |
|
(End Disclosure - Acquisition and Discontinued Operations) |
|
Disclosure - Subsequent Events |
Disclosure - Subsequent Events (USD $) |
9 Months Ended |
( us-gaap:SubsequentEventsAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Subsequent Events |
13. Subsequent Events
None | |
( us-gaap:SubsequentEventsTextBlock ) |
| |
|
(End Disclosure - Subsequent Events) |
|
Disclosure - Summary of Significant Accounting Policies (Policies) |
Disclosure - Summary of Significant Accounting Policies (Policies) (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Basis of Presentation |
Basis of Presentation
The accompanying unaudited consolidated financial
statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S.
GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. | |
( us-gaap:BasisOfAccountingPolicyPolicyTextBlock ) |
| |
Use of Estimates |
Use of Estimates
The preparation of condensed financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. The Company regularly evaluates estimates
and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred
income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience
and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations
will be affected.
Certain reclassifications have been made to
prior-year amounts to conform to the current period presentation. | |
( us-gaap:UseOfEstimates ) |
| |
Cash Equivalents |
Cash Equivalents
The Company considers all highly liquid instruments
with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors
are also considered cash equivalents because they are both short-term and highly liquid in nature. | |
( us-gaap:CashAndCashEquivalentsPolicyTextBlock ) |
| |
Intangible Assets |
Intangible Assets
Intangible assets are carried at the purchased
cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally
five years. | |
( us-gaap:IntangibleAssetsFiniteLivedPolicy ) |
| |
Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
Long-lived assets and certain identifiable
intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted
future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived
assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset.
Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell. | |
( us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock ) |
| |
Beneficial Conversion Features |
Beneficial Conversion Features
From time to time, the Company may issue convertible
notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible
note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining
unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of
the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a
debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over
the life of the note using the effective interest method. | |
( custom:BeneficialConversionFeaturesPolicyPolicyTextBlock [Extension] ) |
| |
Derivative Liability |
Derivative Liability
From time to time, the Company may issue equity
instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability
exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is
recorded at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated
on each balance sheet date with the corresponding gains and losses recorded in the statement of operations. | |
( us-gaap:DerivativesPolicyTextBlock ) |
| |
Basic and Diluted Net Loss Per Share |
Basic and Diluted Net Loss Per Share
The Company computes net loss per share in
accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted
method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to
be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect
is anti-dilutive. On September 30, 2019 and December 31, 2018, the Company had 13,949,401 and 9,607,460 potentially dilutive shares
from outstanding convertible debentures, respectively. | |
( us-gaap:EarningsPerSharePolicyTextBlock ) |
| |
Income Taxes |
Income Taxes
Potential benefits of income tax losses are
not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute
tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized
in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the
net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial
statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest
and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for
uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded
in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties
accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax
positions.
On March 22, 2017, tax reform legislation
known as the Tax Cuts and Jobs Act (the “U.S. Tax Reform Act”) was enacted in the United States. The U.S. Tax Reform
Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. On March 22, 2017, the
SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the
effects of the U.S. Tax Reform Act under ASC 740. | |
( us-gaap:IncomeTaxPolicyTextBlock ) |
| |
Financial Instruments |
Financial Instruments
ASC 820, “Fair Value Measurements”
and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding
the inputs used to measure fair value. A financial instrument is categorized within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be
used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for
which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for
which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can
be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for
which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the
assets or liabilities.
Assets and liabilities measured at fair value
on a recurring basis were presented on the Company’s consolidated balance sheet as at September 30, 2019 and 2018 as follows:
Description |
|
Fair Value Measurements at September 30, 2019 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Total |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Description |
|
Fair Value Measurements at September 30, 2018 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
Total |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
The carrying values of all of our other financial
instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current
fair values because of their nature and respective maturity dates or durations. | |
( us-gaap:FairValueOfFinancialInstrumentsPolicy ) |
| |
Advertising Expenses |
Advertising Expenses
Advertising expenses are included in general
and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $9,813
and $13,283 in advertising and promotion expenses in the three and nine months ended September 30, 2019, respectively. | |
( us-gaap:AdvertisingCostsPolicyTextBlock ) |
| |
Revenue Recognition |
Revenue Recognition
The Company recognizes revenues when there
is persuasive evidence of an arrangement, the product or service has been provided to the customer, the collection of our fees
is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. Revenues primarily include revenues
from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds
from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods. | |
( us-gaap:RevenueRecognitionPolicyTextBlock ) |
| |
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In February 2016, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which
amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”)
asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is
effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting
periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect
on the Company as it does not have any leases.
The Company has implemented all other new
accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial
statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations. | |
( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock ) |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Policies)) |
|
Disclosure - Summary of Significant Accounting Policies (Tables) |
Disclosure - Summary of Significant Accounting Policies (Tables) (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis |
Assets and liabilities measured at fair value
on a recurring basis were presented on the Company’s consolidated balance sheet as at September 30, 2019 and 2018 as follows:
Description |
|
Fair Value Measurements at September 30, 2019 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Total |
|
$ |
659,381 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
659,381 |
|
Description |
|
Fair Value Measurements at September 30, 2018 Using Fair Value Hierarchy |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Derivative liability |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
Total |
|
$ |
575,938 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
575,938 |
|
| |
( us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock ) |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Tables)) |
|
Disclosure - Other Assets (Tables) |
Disclosure - Other Assets (Tables) (USD $) |
9 Months Ended |
( us-gaap:OtherAssetsAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Schedule of Property and Equipment |
Property and Equipment consisted of the following:
|
|
September 30, |
|
|
|
2019 |
|
|
2018 |
|
Computers and servers |
|
$ |
14,998 |
|
|
$ |
39,226 |
|
|
|
|
|
|
|
|
|
|
Bitmining machines |
|
|
- |
|
|
|
118,500 |
|
|
|
|
|
|
|
|
|
|
Property & Equipment, pre-Accumulated Depreciation |
|
$ |
14,998 |
|
|
$ |
157,726 |
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
(8,502 |
) |
|
|
(28,009 |
) |
|
|
|
|
|
|
|
|
|
Property & Equipment, net |
|
$ |
6,496 |
|
|
$ |
129,717 |
|
| |
( us-gaap:PropertyPlantAndEquipmentTextBlock ) |
| |
Schedule of Intangible Assets |
The software consisted of the following:
|
|
September 30, |
|
|
|
2019 |
|
|
2018 |
|
Gaming Software |
|
$ |
1,200,000 |
|
|
$ |
1,200,000 |
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization |
|
|
(1,110,000 |
) |
|
|
(630,000 |
) |
|
|
|
|
|
|
|
|
|
Gaming Software, net |
|
$ |
90,000 |
|
|
$ |
570,000 |
|
| |
( us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock ) |
| |
|
(End Disclosure - Other Assets (Tables)) |
|
Disclosure - Derivative Liabilities (Tables) |
Disclosure - Derivative Liabilities (Tables) (USD $) |
9 Months Ended |
( us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Schedule of Derivative Liability |
A summary of the activity of the derivative
liability is shown below:
Balance, September 30, 2017 |
|
$ |
160,437 |
|
Change in value |
|
|
415,501 |
|
Balance, September 30, 2018 |
|
|
575,938 |
|
Change in value |
|
|
83,443 |
|
Balance, September 30, 2019 |
|
|
659,381 |
|
| |
( us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock ) |
| |
|
(End Disclosure - Derivative Liabilities (Tables)) |
|
Disclosure - Income Taxes (Tables) |
Disclosure - Income Taxes (Tables) (USD $) |
9 Months Ended |
( us-gaap:IncomeTaxDisclosureAbstract ) |
|
|
Sep. 30, 2019 |
|
|
|
|
|
|
Schedule of Deferred Tax Assets and Liabilities |
The significant components of deferred income
tax assets and liabilities at September 30, 2019 and 2018 are as follows:
|
|
2019 |
|
|
2018 |
|
Net Operating Loss Carryforward |
|
$ |
658,074 |
|
|
$ |
387,825 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(658,074 |
) |
|
$ |
(387,825 |
) |
|
|
|
|
|
|
|
|
|
Net Deferred Tax Asset |
|
$ |
- |
|
|
$ |
- |
|
| |
( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock ) |
| |
Schedule of Components of Income Tax Expense |
The income tax benefit has been computed by
applying the weighted average income tax rates of the United States (federal and state rates) of 21% to a net loss before income
taxes calculated for each jurisdiction. The tax effects of significant temporary differences, which comprise future tax assets
and liabilities, are as follows:
|
|
2019 |
|
|
2018 |
|
Income tax recovery at statutory rate |
|
$ |
(171,630 |
) |
|
$ |
(124,460 |
) |
|
|
|
|
|
|
|
|
|
Valuation allowance change |
|
|
171,630 |
|
|
|
124,460 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
- |
|
|
$ |
- |
|
| |
( us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock ) |
| |
|
(End Disclosure - Income Taxes (Tables)) |
|
Disclosure - Summary of Significant Accounting Policies (Details Narrative) |
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) |
9 Months Ended |
12 Months Ended |
3 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
|
Sep. 30, 2019 |
Dec. 31, 2018 |
Sep. 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated useful lives |
P5Y | |
| |
| |
( us-gaap:FiniteLivedIntangibleAssetUsefulLife ) |
| |
| |
| |
Earnings Per Share, Potentially Dilutive Securities |
13,949,401 | |
9,607,460 | |
| |
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount ) |
| |
| |
| |
Income tax description |
On March 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the "U.S. Tax Reform Act") was enacted in the United States. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018. | |
| |
| |
( us-gaap:IncomeTaxExaminationDescription ) |
| |
| |
| |
U.S. corporate income tax rate |
0.21 | |
| |
| |
( us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate ) |
| |
| |
| |
Advertising and promotion expenses |
13,283 | |
| |
9,813 | |
( us-gaap:AdvertisingExpense ) |
| |
| |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Details Narrative)) |
|
Disclosure - Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) |
Disclosure - Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (USD $) |
|
|
|
|
|
|
|
|
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
|
|
|
|
|
|
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2018 |
( us-gaap:FairValueByFairValueHierarchyLevelAxis ) |
|
|
|
|
|
|
|
|
|
|
Level 1 [Member] |
Level 2 [Member] |
Level 3 [Member] |
|
Level 1 [Member] |
Level 2 [Member] |
Level 3 [Member] |
( us-gaap:FairValueMeasurementsFairValueHierarchyDomain ) |
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
| |
| |
Derivative liability |
659,381 | |
— | |
— | |
659,381 | |
575,938 | |
— | |
— | |
575,938 | |
( us-gaap:DerivativeLiabilitiesCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
Total |
659,381 | |
— | |
— | |
659,381 | |
575,938 | |
— | |
— | |
575,938 | |
( us-gaap:DerivativeFairValueOfDerivativeLiability ) |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)) |
|
Disclosure - Other Assets (Details Narrative) |
Disclosure - Other Assets (Details Narrative) (USD $) |
9 Months Ended |
1 Month Ended |
0 Months Ended |
3 Months Ended |
( us-gaap:OtherAssetsAbstract ) |
|
|
|
|
|
Sep. 30, 2019 |
Sep. 30, 2018 |
Mar. 31, 2019 |
Aug. 31, 2019 |
Feb. 17, 2016 |
Mar. 31, 2018 |
Dec. 31, 2018 |
( us-gaap:PropertyPlantAndEquipmentByTypeAxis ) |
|
|
|
|
|
|
|
|
|
|
|
Hardcore Game Server [Member] |
|
|
|
( us-gaap:PropertyPlantAndEquipmentTypeDomain ) |
|
|
|
|
|
|
|
Depreciation expenses |
4,100 | |
5,444 | |
| |
| |
| |
| |
| |
( us-gaap:Depreciation ) |
| |
| |
| |
| |
| |
| |
| |
Loss on disposal assets |
17,779 | |
— | |
17,233 | |
546 | |
| |
| |
| |
( us-gaap:GainLossOnDispositionOfAssets1 ) |
| |
| |
| |
| |
| |
| |
| |
Sale of fixed assets value |
| |
| |
| |
2,500 | |
| |
| |
| |
( us-gaap:ProceedsFromSaleOfProductiveAssets ) |
| |
| |
| |
| |
| |
| |
| |
Payment to acquire software |
| |
| |
| |
| |
1,200,000 | |
26,250 | |
| |
( us-gaap:PaymentsToAcquireSoftware ) |
| |
| |
| |
| |
| |
| |
| |
Estimated useful lives |
P5Y | |
| |
| |
| |
| |
| |
P1Y2M30D | |
( us-gaap:FiniteLivedIntangibleAssetUsefulLife ) |
| |
| |
| |
| |
| |
| |
| |
Amortization of intangible assets |
360,000 | |
180,000 | |
| |
| |
| |
| |
| |
( us-gaap:AmortizationOfIntangibleAssets ) |
| |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Other Assets (Details Narrative)) |
|
Disclosure - Other Assets - Schedule of Property and Equipment (Details) |
Disclosure - Other Assets - Schedule of Property and Equipment (Details) (USD $) |
|
|
|
|
|
|
( us-gaap:OtherAssetsAbstract ) |
|
|
|
|
|
|
|
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2018 |
( us-gaap:PropertyPlantAndEquipmentByTypeAxis ) |
|
|
|
|
|
|
|
Computers and Servers [Member] |
Bitmining Machines [Member] |
|
Computers and Servers [Member] |
Bitmining Machines [Member] |
|
( us-gaap:PropertyPlantAndEquipmentTypeDomain ) |
|
|
|
|
|
|
Property & Equipment, pre-Accumulated Depreciation |
14,998 | |
— | |
14,998 | |
39,226 | |
118,500 | |
157,726 | |
( us-gaap:PropertyPlantAndEquipmentGross ) |
| |
| |
| |
| |
| |
| |
Accumulated Depreciation |
| |
| |
(8,502 | ) |
| |
| |
(28,009 | ) |
( us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment ) |
| |
| |
| |
| |
| |
| |
Property and Equipment, net |
| |
| |
6,496 | |
| |
| |
129,717 | |
( us-gaap:PropertyPlantAndEquipmentNet ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Other Assets - Schedule of Property and Equipment (Details)) |
|
Disclosure - Other Assets - Schedule of Intangible Assets (Details) |
Disclosure - Other Assets - Schedule of Intangible Assets (Details) (USD $) |
|
|
( us-gaap:OtherAssetsAbstract ) |
|
|
|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
|
|
|
|
|
|
|
|
Gaming Software |
1,200,000 | |
1,200,000 | |
( us-gaap:FiniteLivedIntangibleAssetsGross ) |
| |
| |
Accumulated Amortization |
(1,110,000 | ) |
(630,000 | ) |
( us-gaap:FiniteLivedIntangibleAssetsAccumulatedAmortization ) |
| |
| |
Gaming Software, net |
90,000 | |
570,000 | |
( us-gaap:FiniteLivedIntangibleAssetsNet ) |
| |
| |
|
(End Disclosure - Other Assets - Schedule of Intangible Assets (Details)) |
|
Disclosure - Debt (Details Narrative) |
Disclosure - Debt (Details Narrative) (USD $) |
|
|
0 Months Ended |
|
|
0 Months Ended |
|
|
1 Month Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
|
|
|
Apr. 2, 2015 |
Apr. 2, 2015 |
Apr. 2, 2015 |
Apr. 9, 2015 |
Apr. 9, 2015 |
Feb. 17, 2016 |
Feb. 17, 2016 |
Feb. 29, 2016 |
Feb. 29, 2016 |
Feb. 29, 2016 |
( us-gaap:ShortTermDebtTypeAxis ) |
|
|
|
|
|
|
|
|
|
|
|
Convertible Debentures [Member] Iconic Holdings, LLC [Member] Maximum [Member] |
Convertible Debentures [Member] Iconic Holdings, LLC [Member] |
Convertible Debentures [Member] Iconic Holdings, LLC [Member] |
Convertible Debentures [Member] Iconic Holdings, LLC [Member] |
Convertible Debentures [Member] Iconic Holdings, LLC [Member] |
Convertible Debentures [Member] |
Convertible Debentures [Member] |
Convertible Debentures [Member] |
Convertible Promissory Note [Member] |
Convertible Debentures [Member] |
( us-gaap:ShortTermDebtTypeDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
600,000 | |
| |
| |
| |
| |
25,000 | |
| |
100,000 | |
100,000 | |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument interest rate |
| |
0.10 | |
| |
| |
| |
0.00 | |
| |
0.00 | |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Due date |
| |
| |
2016-04-01 | |
| |
| |
| |
2017-06-18 | |
| |
| |
2018-08-31 | |
( us-gaap:DebtConversionConvertedInstrumentExpirationOrDueDateDayMonthAndYear ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds of debt receivable |
| |
| |
| |
40,000 | |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromConvertibleDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Remitted amount during period |
| |
| |
| |
30,000 | |
| |
| |
| |
| |
| |
| |
( custom:RemittedAmountDuringPeriod [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Original issue discount |
| |
| |
| |
| |
4,000 | |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentUnamortizedDiscountPremiumNet ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Legal expenses |
| |
| |
| |
6,000 | |
| |
| |
| |
| |
| |
| |
( us-gaap:LegalFees ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Note payable |
| |
| |
| |
| |
| |
8,300 | |
| |
| |
| |
| |
( us-gaap:NotesPayable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion price per share |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Issue date |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentIssuanceDateDayMonthAndYear ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion, converted instrument, amount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentAmount1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Convertible debt payable |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleNotesPayable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion, converted instrument, shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Repayment of convertible debt |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:RepaymentsOfConvertibleDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, convertible, conversion ratio |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionRatio1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion percentage |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Initial amount of loan |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LineOfCreditFacilityAverageOutstandingAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Additional loan amount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Debt (Details Narrative) (USD $) |
|
|
|
0 Months Ended |
|
0 Months Ended |
|
1 Month Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
|
|
|
Jun. 27, 2017 |
Jun. 27, 2017 |
Jun. 27, 2017 |
Jun. 27, 2017 |
Jul. 5, 2017 |
Jul. 5, 2017 |
Jul. 25, 2017 |
Jul. 25, 2017 |
Jan. 23, 2018 |
Jan. 23, 2018 |
( us-gaap:ShortTermDebtTypeAxis ) |
|
|
|
|
|
|
|
|
|
|
|
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] Maximum [Member] |
Convertible Promissory Note [Member] Minimum [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
( us-gaap:ShortTermDebtTypeDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
100,000 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument interest rate |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Due date |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentExpirationOrDueDateDayMonthAndYear ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds of debt receivable |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromConvertibleDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Remitted amount during period |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:RemittedAmountDuringPeriod [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Original issue discount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentUnamortizedDiscountPremiumNet ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Legal expenses |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LegalFees ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Note payable |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:NotesPayable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion price per share |
| |
0.10 | |
0.08 | |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Issue date |
| |
| |
| |
2016-02-18 | |
| |
| |
| |
| |
2016-02-18 | |
| |
( us-gaap:DebtConversionConvertedInstrumentIssuanceDateDayMonthAndYear ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion, converted instrument, amount |
| |
| |
| |
| |
15,895 | |
| |
18,950 | |
| |
65,155 | |
| |
( us-gaap:DebtConversionConvertedInstrumentAmount1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Convertible debt payable |
| |
| |
| |
| |
| |
100,000 | |
| |
100,000 | |
| |
100,000 | |
( us-gaap:ConvertibleNotesPayable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion, converted instrument, shares |
| |
| |
| |
| |
| |
| |
| |
| |
1,250,001 | |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Repayment of convertible debt |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:RepaymentsOfConvertibleDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, convertible, conversion ratio |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionRatio1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt conversion percentage |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Initial amount of loan |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LineOfCreditFacilityAverageOutstandingAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Additional loan amount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Debt (Details Narrative) (USD $) |
|
3 Months Ended |
0 Months Ended |
|
0 Months Ended |
|
0 Months Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
|
|
Apr. 15, 2015 |
Sep. 30, 2015 |
Apr. 15, 2015 |
Sep. 21, 2018 |
Sep. 21, 2018 |
Jun. 29, 2017 |
Jun. 29, 2017 |
Aug. 14, 2017 |
Sep. 30, 2018 |
Sep. 30, 2018 |
( us-gaap:ShortTermDebtTypeAxis ) |
|
|
|
|
|
|
|
|
|
|
|
Convertible Debentures [Member] HGT Capital, LLC [Member] |
Convertible Debentures [Member] HGT Capital, LLC [Member] |
Convertible Debentures [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] |
Convertible Promissory Note [Member] Iconic Holdings, LLC [Member] |
Convertible Promissory Note [Member] Iconic Holdings, LLC [Member] |
Convertible Promissory Note [Member] Iconic Holdings, LLC [Member] |
( us-gaap:ShortTermDebtTypeDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
100,000 | |
| |
| |
107,238 | |
| |
27,000 | |
| |
| |
| |
27,000 | |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument interest rate |
| |
| |
| |
| |
| |
0.10 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Due date |
| |
| |
2016-10-16 | |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentExpirationOrDueDateDayMonthAndYear ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds of debt receivable |
| |
| |
| |
| |
| |
| |
| |
| |
18,000 | |
| |
( us-gaap:ProceedsFromConvertibleDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Remitted amount during period |
| |
| |
| |
| |
| |
| |
9,000 | |
9,000 | |
| |
| |
( custom:RemittedAmountDuringPeriod [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Original issue discount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentUnamortizedDiscountPremiumNet ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Legal expenses |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LegalFees ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Note payable |
| |
| |
| |
| |
| |
| |
| |
| | |