|
Document - Document and Entity Information |
Document - Document and Entity Information (USD $) |
12 Months Ended |
|
|
( custom:DocumentAndEntityInformationAbstract [Extension] ) |
|
|
|
|
Dec. 31, 2018 |
Jun. 30, 2018 |
Apr. 15, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Entity Registrant Name |
FDCTECH, INC. | |
| |
| |
( dei:EntityRegistrantName ) |
| |
| |
| |
Entity Central Index Key |
0001722731 | |
| |
| |
( dei:EntityCentralIndexKey ) |
| |
| |
| |
Document Type |
10-K | |
| |
| |
( dei:DocumentType ) |
| |
| |
| |
Document Period End Date |
2018-12-31 | |
| |
| |
( dei:DocumentPeriodEndDate ) |
| |
| |
| |
Amendment Flag |
false | |
| |
| |
( dei:AmendmentFlag ) |
| |
| |
| |
Current Fiscal Year End Date |
--12-31 | |
| |
| |
( dei:CurrentFiscalYearEndDate ) |
| |
| |
| |
Entity a Well-known Seasoned Issuer |
No | |
| |
| |
( dei:EntityWellKnownSeasonedIssuer ) |
| |
| |
| |
Entity a Voluntary Filer |
No | |
| |
| |
( dei:EntityVoluntaryFilers ) |
| |
| |
| |
Entity's Reporting Status Current |
Yes | |
| |
| |
( dei:EntityCurrentReportingStatus ) |
| |
| |
| |
Entity Filer Category |
Non-accelerated Filer | |
| |
| |
( dei:EntityFilerCategory ) |
| |
| |
| |
Entity Small Business Flag |
true | |
| |
| |
( dei:EntitySmallBusiness ) |
| |
| |
| |
Entity Emerging Growth Company |
true | |
| |
| |
( dei:EntityEmergingGrowthCompany ) |
| |
| |
| |
Entity Ex transition Period |
false | |
| |
| |
( dei:EntityExTransitionPeriod ) |
| |
| |
| |
Entity Shell Company |
false | |
| |
| |
( dei:EntityShellCompany ) |
| |
| |
| |
Entity Public Float |
| |
0 | |
| |
( dei:EntityPublicFloat ) |
| |
| |
| |
Entity Common Stock, Shares Outstanding |
| |
| |
68,626,332 | |
( dei:EntityCommonStockSharesOutstanding ) |
| |
| |
| |
Document Fiscal Period Focus |
FY | |
| |
| |
( dei:DocumentFiscalPeriodFocus ) |
| |
| |
| |
Document Fiscal Year Focus |
2018 | |
| |
| |
( dei:DocumentFiscalYearFocus ) |
| |
| |
| |
|
(End Document - Document and Entity Information) |
|
Statement - Consolidated Balance Sheets |
Statement - Consolidated Balance Sheets (USD $) |
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Assets |
| |
| |
( us-gaap:AssetsAbstract ) |
| |
| |
Current assets: |
| |
| |
( us-gaap:AssetsCurrentAbstract ) |
| |
| |
Cash |
210,064 | |
464,303 | |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
Accounts receivable, net of allowance for doubtful accounts of $68,675 and $19,000, respectively |
37,155 | |
90,626 | |
( us-gaap:AccountsReceivableNetCurrent ) |
| |
| |
Other current assets |
2,375 | |
2,375 | |
( us-gaap:OtherAssetsCurrent ) |
| |
| |
Total Current assets |
249,594 | |
557,304 | |
( us-gaap:AssetsCurrent ) |
| |
| |
Capitalized software, net |
539,123 | |
306,622 | |
( us-gaap:CapitalizedComputerSoftwareNet ) |
| |
| |
Total assets |
788,717 | |
863,926 | |
( us-gaap:Assets ) |
| |
| |
|
| |
| |
|
| |
| |
Liabilities and Stockholders' Deficit |
| |
| |
( us-gaap:LiabilitiesAndStockholdersEquityAbstract ) |
| |
| |
Current liabilities: |
| |
| |
( us-gaap:LiabilitiesCurrentAbstract ) |
| |
| |
Accounts payable |
5,500 | |
� | |
( us-gaap:AccountsPayableCurrent ) |
| |
| |
Line of credit |
17,626 | |
17,247 | |
( us-gaap:LinesOfCreditCurrent ) |
| |
| |
Related-party convertible notes payable - current |
1,000,000 | |
750,000 | |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
Related-party accrued interest - current |
136,908 | |
52,617 | |
( us-gaap:InterestPayableCurrent ) |
| |
| |
Total Current liabilities |
1,160,034 | |
819,864 | |
( us-gaap:LiabilitiesCurrent ) |
| |
| |
Related-party convertible notes payable - noncurrent |
� | |
250,000 | |
( us-gaap:ConvertibleLongTermNotesPayable ) |
| |
| |
Related-party accrued interest - noncurrent |
� | |
24,292 | |
( custom:RelatedpartyAccruedInterestNoncurrent [Extension] ) |
| |
| |
Total liabilities |
1,160,034 | |
1,094,156 | |
( us-gaap:Liabilities ) |
| |
| |
Commitments and Contingencies (Note 9) |
� | |
� | |
( us-gaap:CommitmentsAndContingencies ) |
| |
| |
Stockholders' Deficit: |
| |
| |
( us-gaap:StockholdersEquityAbstract ) |
| |
| |
Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of December 31, 2018 and December 31, 2017 |
400 | |
400 | |
( us-gaap:PreferredStockValue ) |
| |
| |
Common stock, par value $0.0001, 100,000,000 shares authorized; 68,533,332 shares issued and outstanding, as of December 31, 2018Â Â and December 31, 2017 |
6,853 | |
6,853 | |
( us-gaap:CommonStockValue ) |
| |
| |
Additional paid-in capital |
401,234 | |
401,234 | |
( us-gaap:AdditionalPaidInCapital ) |
| |
| |
Accumulated deficit |
(779,804 | ) |
(638,717 | ) |
( us-gaap:RetainedEarningsAccumulatedDeficit ) |
| |
| |
Total stockholders' deficit |
(371,317 | ) |
(230,230 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
Total liabilities and stockholders' deficit |
788,717 | |
863,926 | |
( us-gaap:LiabilitiesAndStockholdersEquity ) |
| |
| |
|
(End Statement - Consolidated Balance Sheets) |
|
Statement - Consolidated Balance Sheets (Parenthetical) |
Statement - Consolidated Balance Sheets (Parenthetical) (USD $) |
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Allowance for doubtful, accounts receivable |
68,675 | |
19,000 | |
( us-gaap:AllowanceForDoubtfulAccountsReceivable ) |
| |
| |
Preferred stock, par value |
0.0001 | |
0.0001 | |
( us-gaap:PreferredStockParOrStatedValuePerShare ) |
| |
| |
Preferred stock, shares authorized |
10,000,000 | |
10,000,000 | |
( us-gaap:PreferredStockSharesAuthorized ) |
| |
| |
Preferred stock, shares issued |
4,000,000 | |
4,000,000 | |
( us-gaap:PreferredStockSharesIssued ) |
| |
| |
Preferred stock, shares outstanding |
4,000,000 | |
4,000,000 | |
( us-gaap:PreferredStockSharesOutstanding ) |
| |
| |
Common stock, par value |
0.0001 | |
0.0001 | |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
Common stock, shares authorized |
100,000,000 | |
100,000,000 | |
( us-gaap:CommonStockSharesAuthorized ) |
| |
| |
Common stock, shares issued |
68,533,332 | |
68,533,332 | |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
Common stock, shares outstanding |
68,533,332 | |
68,533,332 | |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
|
(End Statement - Consolidated Balance Sheets (Parenthetical)) |
|
Statement - Consolidated Statements of Operations |
Statement - Consolidated Statements of Operations (USD $) |
12 Months Ended |
( us-gaap:IncomeStatementAbstract ) |
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Revenues |
536,396 | |
555,355 | |
( us-gaap:Revenues ) |
| |
| |
Cost of sales |
8,640 | |
8,640 | |
( us-gaap:CostOfGoodsAndServicesSold ) |
| |
| |
Gross Profit |
527,756 | |
546,715 | |
( us-gaap:GrossProfit ) |
| |
| |
Operating expenses: |
| |
| |
( us-gaap:OperatingExpensesAbstract ) |
| |
| |
General and administrative |
529,692 | |
634,326 | |
( us-gaap:GeneralAndAdministrativeExpense ) |
| |
| |
Sales and marketing |
77,009 | |
153,325 | |
( us-gaap:SellingAndMarketingExpense ) |
| |
| |
Total operating expenses |
606,701 | |
787,651 | |
( us-gaap:OperatingExpenses ) |
| |
| |
Operating loss |
(78,945 | ) |
(240,936 | ) |
( us-gaap:OperatingIncomeLoss ) |
| |
| |
Other income (expense): |
| |
| |
( us-gaap:NonoperatingIncomeExpenseAbstract ) |
| |
| |
Related-party interest expense |
(60,335 | ) |
(153,759 | ) |
( us-gaap:InterestExpenseRelatedParty ) |
| |
| |
Other income (expense) |
(1,808 | ) |
139 | |
( us-gaap:OtherNonoperatingIncomeExpense ) |
| |
| |
Total other expense |
(62,143 | ) |
(153,620 | ) |
( us-gaap:NonoperatingIncomeExpense ) |
| |
| |
Loss before provision for income taxes |
(141,088 | ) |
(394,556 | ) |
( us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest ) |
| |
| |
Provision for income taxes |
� | |
� | |
( us-gaap:IncomeTaxExpenseBenefit ) |
| |
| |
Net loss |
(141,088 | ) |
(394,556 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
Net loss per common share, basic and diluted |
0.00 | |
(0.01 | ) |
( us-gaap:EarningsPerShareBasicAndDiluted ) |
| |
| |
Weighted average number of common shares outstanding basic and diluted |
68,533,332 | |
67,234,519 | |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
|
(End Statement - Consolidated Statements of Operations) |
|
Statement - Consolidated Statements of Stockholders' Deficit |
Statement - Consolidated Statements of Stockholders' Deficit (USD $) |
|
|
|
|
|
( us-gaap:StatementOfStockholdersEquityAbstract ) |
|
|
|
|
|
|
Preferred Stock [Member] |
Common Stock [Member] |
Paid-In Capital [Member] |
Accumulated Deficit [Member] |
<Total> |
( us-gaap:StatementEquityComponentsAxis ) |
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:EquityComponentDomain ) |
|
|
|
|
|
From Jan. 1, 2017 to Dec. 31, 2017 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
6,391 | |
200 | |
(244,161 | ) |
(237,170 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
63,910,000 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.05 - $0.15 per share |
� | |
205 | |
167,795 | |
� | |
168,000 | |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.05 - $0.15 per share, shares |
� | |
2,053,332 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued at $0.05 - $0.15 per share |
� | |
257 | |
135,243 | |
� | |
135,500 | |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued at $0.05 - $0.15 per share, shares |
� | |
2,570,000 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Debt Discount (BCF) for FRH Group Note IV (1) |
� | [1] |
� | [1] |
97,996 | [1] |
� | [1] |
97,996 | [1] |
( us-gaap:AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature ) |
| |
| |
| |
| |
| |
Net Loss |
� | |
� | |
� | |
(394,556 | ) |
(394,556 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,853 | |
401,234 | |
(638,717 | ) |
(230,230 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,533,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
From Jan. 1, 2018 to Dec. 31, 2018 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
6,853 | |
401,234 | |
(638,717 | ) |
(230,230 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,533,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.05 - $0.15 per share |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.05 - $0.15 per share, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued at $0.05 - $0.15 per share |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued at $0.05 - $0.15 per share, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Debt Discount (BCF) for FRH Group Note IV (1) |
| |
| |
| |
| |
| |
( us-gaap:AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature ) |
| |
| |
| |
| |
| |
Net Loss |
� | |
� | |
� | |
(141,088 | ) |
(141,088 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,853 | |
401,234 | |
(779,804 | ) |
(371,317 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,533,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Footnotes: |
1. | | FRH Group Note IV Dated April 24, 2017 with Face Value $250,000, Maturity Date April 24, 2019, and Coupon 6% |
|
(End Statement - Consolidated Statements of Stockholders' Deficit) |
|
Statement - Consolidated Statements of Stockholders' Deficit (Parenthetical) |
Statement - Consolidated Statements of Stockholders' Deficit (Parenthetical) (USD $) |
|
|
|
0 Months Ended |
( us-gaap:StatementOfStockholdersEquityAbstract ) |
|
|
|
|
|
Dec. 31, 2017 |
Dec. 31, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
( srt:RangeAxis ) |
|
|
|
|
|
Minimum [Member] |
Maximum [Member] |
FRH Group Note IV [Member] |
FRH Group Note IV [Member] |
( srt:RangeMember ) |
|
|
|
|
Shares issued price per share |
0.05 | |
0.15 | |
| |
| |
( us-gaap:SharesIssuedPricePerShare ) |
| |
| |
| |
| |
Shares issued price per share for services |
0.05 | |
0.15 | |
| |
| |
( custom:SharesIssuedPricePerShareForServices [Extension] ) |
| |
| |
| |
| |
Debt face value |
| |
| |
250,000 | |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
Maturity date |
| |
| |
| |
2019-04-24 | |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
Coupon rate |
| |
| |
0.06 | |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
|
(End Statement - Consolidated Statements of Stockholders' Deficit (Parenthetical)) |
|
Statement - Consolidated Statements of Cash Flows |
Statement - Consolidated Statements of Cash Flows (USD $) |
12 Months Ended |
( us-gaap:StatementOfCashFlowsAbstract ) |
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Net loss |
(141,088 | ) |
(394,556 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
Adjustments to reconcile net loss to net cash used in operating activities: |
| |
| |
( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract ) |
| |
| |
Software depreciation and amortization |
8,640 | |
8,640 | |
( us-gaap:DepreciationDepletionAndAmortization ) |
| |
| |
Ammortization of Debt Discount |
� | |
97,996 | |
( us-gaap:AmortizationOfDebtDiscountPremium ) |
| |
| |
Common stock issued for services |
� | |
85,500 | |
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims ) |
| |
| |
Accounts receivable allowance |
49,675 | |
19,000 | |
( us-gaap:ProvisionForDoubtfulAccounts ) |
| |
| |
Change in assets and liabilities: |
| |
| |
( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract ) |
| |
| |
Gross accounts receivable |
3,796 | |
(103,926 | ) |
( us-gaap:IncreaseDecreaseInAccountsReceivable ) |
| |
| |
Accounts payable |
5,500 | |
� | |
( us-gaap:IncreaseDecreaseInAccountsPayable ) |
| |
| |
Other current assets |
� | |
1,000 | |
( us-gaap:IncreaseDecreaseInOtherCurrentAssets ) |
| |
| |
Accrued expenses |
� | |
(16,250 | ) |
( us-gaap:IncreaseDecreaseInAccruedLiabilities ) |
| |
| |
Accrued interest |
60,000 | |
55,000 | |
( us-gaap:IncreaseDecreaseInInterestPayableNet ) |
| |
| |
Net cash used in operating activities |
(13,477 | ) |
(247,596 | ) |
( us-gaap:NetCashProvidedByUsedInOperatingActivities ) |
| |
| |
|
| |
| |
|
| |
| |
Investing Activities: |
| |
| |
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract ) |
| |
| |
Capitalized software |
(241,141 | ) |
(177,409 | ) |
( us-gaap:PaymentsToDevelopSoftware ) |
| |
| |
Net cash used in investing activities |
(241,141 | ) |
(177,409 | ) |
( us-gaap:NetCashProvidedByUsedInInvestingActivities ) |
| |
| |
|
| |
| |
|
| |
| |
Financing Activities: |
| |
| |
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract ) |
| |
| |
Line of credit |
379 | |
4,961 | |
( us-gaap:ProceedsFromLinesOfCredit ) |
| |
| |
Proceeds from related-party promissory note |
� | |
250,000 | |
( us-gaap:ProceedsFromIssuanceOfDebt ) |
| |
| |
Net proceeds from common stock and paid-in-capital |
� | |
168,000 | |
( us-gaap:ProceedsFromIssuanceOfCommonStock ) |
| |
| |
Net cash provided by financing activities |
379 | |
422,961 | |
( us-gaap:NetCashProvidedByUsedInFinancingActivities ) |
| |
| |
Net decrease in cash |
(254,239 | ) |
(2,044 | ) |
( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease ) |
| |
| |
Cash at beginning of the period |
464,303 | |
466,348 | |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
Cash at end of the period |
210,064 | |
464,303 | |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
Cash paid for income taxes |
� | |
� | |
( us-gaap:IncomeTaxesPaidNet ) |
| |
| |
Cash paid for interest |
� | |
� | |
( us-gaap:InterestPaid ) |
| |
| |
Non - cash investing and financing activities: |
| |
| |
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract ) |
| |
| |
Common stock issued for capitalized software |
� | |
50,000 | |
( custom:CommonStockIssuedForCapitalizedSoftware [Extension] ) |
| |
| |
|
(End Statement - Consolidated Statements of Cash Flows) |
|
Disclosure - Business Description and Nature of Operations |
Disclosure - Business Description and Nature of Operations (USD $) |
12 Months Ended |
( AccountingPoliciesAbstract ) |
|
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Dec. 31, 2018 |
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Business Description and Nature of Operations |
NOTE 1. BUSINESS DESCRIPTION AND
NATURE OF OPERATIONS
The Company was incorporated on January
21, 2016, as Forex Development Corporation, under the laws of the State of Delaware. On February 27, 2018, the Company changed
its name to FDCTech, Inc. The name change reflects the Company’s commitment to expand its products and services in the FX,
and cryptocurrency markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘fintech’)
and business solution to OTC Online Brokerages and cryptocurrency businesses (“customers”).
Company’s products are designed
to provide a complete solution for all operating aspects of customer’s business including but not limited to trading terminal,
back office, customer relationship management, and risk management systems. The Company provides business and management consulting
which include management consulting, and the development of customers’ B2B sales and marketing divisions. The Company provides
turnkey Software Solutions to entrepreneurs and other non-broker entities seeking to enter FX, cryptocurrency, and other OTC markets.
The Company takes on customized software development projects specific to meet the needs of its customers. The Company also act
as a general technical support provider for customers and other fintech companies.
The Company’s Software Solutions
allow its customers to run their overall business better, increase trading revenues, cut operating costs, and enable them to anticipate
market challenges using our proprietary based processes, state-of-the-art technologies, risk management tools, customized software
development, and turnkey prime-of-prime business solution.
We are a development company in the
financial technology sector with limited operations. The Company has prepared consolidated financial statements on a going concern
basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
At present, the Company does not have
any patents or trademarks on its proprietary technology solutions.
At present, the Company has three sources
of revenues.
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Consulting Services, which includes turnkey Software Solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. |
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Technology Solutions, where the Company license its proprietary and, in some cases, act as a reseller of third-party technologies to customers. Our proprietary technology includes but not limited to Condor Risk Management Back Office for MT4 (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Web Trader Platform, and other cryptocurrency related solutions. |
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Customized Software Development, where the Company takes on design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the Software Development Agreement (“Agreement”). |
The Company’s customers are companies
in the cryptocurrency and blockchain space, where it is acting as an adviser/strategic consultant and reseller of its proprietary
technologies. The Company expects to generate additional revenue from its crypto related solutions, which include revenues from
development of custom crypto exchange platform for customers, the sale of the non-exclusive source code of crypto exchange platform
to third parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from
various crypto exchanges to OTC brokers. The Company initially plans to develop technology architecture of crypto exchange platform
for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build
software development projects for customers, where the Company develops these projects to meet the design criteria and performance
requirements as specified by the customer.
There are several steps required to
set-up a functional crypto exchange platform. Our customers are expected to seek necessary licensing approval and meet registration
requirements in their respective jurisdictions. Customers are also responsible for establishing a relationship with the payment
processing partner such as a bank. Subsequently, the Company intends to provide and maintain a payment gateway API, which will
give users the power of adding and withdrawing funds. Liquidity is an essential aspect of the success of a cryptocurrency exchange
marketplace. The trades at an exchange drive its liquidity, and robust crypto exchange platform requires seamless trading activity.
To manage this liquidity at the customer’s crypto exchange business, the Company will integrate its customer crypto exchange’s
liquidity position to other existing exchanges. The Company will provide a modern and robust API interface that connects liquidity
and trade volume data between various crypto exchanges.
The Company is responsible for arranging,
developing, and maintaining the technology architecture of the crypto exchange platform. This architecture includes but not limited
to the trading engine, front-end user interface, functional website, cryptocurrency wallet, and administration console. The trading
engine serves as the core of exchange and is essential to smart order transaction execution, calculate balances, access, and aggregation
of the order book and match all the buy/sell transactions on an exchange. The front-end user interface is a user-friendly and intuitive
interface with a minimalistic approach to offer an exceptional trading experience. The front-end user includes but not limited
to user registration, funds deposit/withdrawal, view order book, transactions, balance, statistics, charts, buy/sell orders, and
support features. The Company can customize the features of a console according to the specific business requirement of our customers,
such as the option to edit trading fee, managing cryptocurrency listing, adding new currencies, crediting/debiting funds to wallets
and addressing support issues. The Company’s involvement is limited to creating an interface between the crypto exchange
platform and the digital asset owner and is not responsible for holding and maintaining the digital assets in the wallet.
The Company is only involved as a technology
provider and software developer in the crypto space and does not mine, trade (acquire or sell cryptocurrencies), speculate or act
as a trading counterparty in cryptocurrencies. Consequently, the Company does not intend to register as a custodian with state
or federal regulators including but not limited to obtaining a money service business or money transmitter license with Financial
Crimes Enforcement Network (FinCEN) and respective State’s money transmission laws. The Company also does not need to register
under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system or a broker-dealer,
since the Company is not a broker-dealer nor does it intend to become a broker-dealer.
Third Party Industry Accreditation
In July 2016, Financial Commission,
a leading financial services industry external dispute resolution (EDR) organization, with a diverse membership of online brokerages
and independent services providers (ISPs) provided the technology certification for the Company. Financial Commission conducted
its rigorous review of Company’s platforms, including its Condor Risk Management Back Office for MT4, to ensure it met the
technical information requirements of the Commission’s technology certification evaluation process. The Financial Commission
established a comprehensive list of requirements to verify system security, capacity, business disaster recovery, and continuity
plan, as well as reporting and record keeping, among other fields deemed necessary for the technical certification of the Company.
In October 2018, Financial Commission added the Company as an approved service provider to its Partner section website. Financial
Commission has created its Partners section for service providers approved to offer their solutions to our members.
Business Strategy
Our experienced management and in-house
software development team have carefully designed various B2B Software Solutions to meet the needs of OTC Online Brokers. Our solution
targets OTC Online brokers of all sizes and stages - whether our potential customer is a start-up company or an established OTC
Online broker, it is easier, less risky, and more cost-efficient for customers to enter Prime of Prime or OTC Online broker space
using our turnkey solution. Our advisory services and proprietary technologies enable customers to adapt to regulatory changes
and market shifts quickly while enhancing the end-user/trader experience.
We intend to grow our core business,
increase market share, and improve profitability principally by deploying the following growth strategies:
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Continue to enhance and promote our core proprietary technologies and Software Solutions including but not limited to Condor Risk Management Back Office, SYOPB, SYOB and introduce other innovative trading tools for B2B and futures markets; |
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Future growth will depend on the timely development and successful distribution of Condor Pro Multi-Asset Trading platform and Condor Pricing Engine; |
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Increase our software development capabilities to develop disruptive and next-generation technologies to grow software license revenues; |
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Strategically expand our operations in Asia and Europe, and grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and |
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Recognize and enter high-growth markets to expand our services to meet the demand for other financial products to cater to retail or non-professional customers. |
Marketing and Sales
The Company aims to be flexible and
responsive to its sales and marketing strategies to provide an omnichannel customer experience. Therefore, our primary focus is
on different customer acquisition channels to expand our customer base. The Company is actively being integrating both digital
(online marketing, website, blogs, and social media) and traditional channels (conferences, trade shows, phones, direct meeting)
effectively as we are aware that one-size-fits-most customers do no longer work.
We implement an effective marketing
funnel where we map out our customer’s journey from when a customer is a lead and then put specific strategies in place that
will encourage them to move through this funnel. We create awareness of our solutions through direct marketing strategy, where
we use a combination of approaches. The omnichannel strategy includes but not limited to online banner advertising, SEO marketing,
email outreach, event promotion, including educational seminars, conferences, and public and media relations, all of which are
designed at driving prospective customers to fdctech.com or encourage them to contact one of our specialists. We also encourage
customers to participate in the demo or webinar or consultation call where our expert shows them why they need our solutions and
exactly how it will benefit them.
We also utilize many indirect channels
where a network of industry professionals, introducing and referring brokers (collectively “RB/IB”) as third parties
promote our services in exchange for performance-based compensation. In most cases, RB/IB carry out the lead generation function
while our staff provides the customer and technical service.
Most of the marketing and branding initiatives
are taken in-house by our team where we effectively leverage social media, content marketing, and integrated models to keep the
continuity of our message and maintain critical customer relationships on a one on one basis.
Subsidiaries of the Company
In April 2016, the Company established
its wholly owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company, incorporated under section 14 of the Companies
Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly owned subsidiary – FXClients Limited (“FXClients”)
under the United Kingdom Companies Act 2006 as a private company. Both FRH Prime and FXClients are established to conduct financial
technology service activities. For the fiscal year ended December 31, 2018, and 2017, FRH Prime has generated volume rebates of
$13,695 and $16,947 respectively from Condor Risk Management Back Office for MT4 Platform. The Company has included rebates in
revenue in the consolidated income statements. There have been no significant operating activities in FXClients.
Board of Directors
The Company currently has three directors. | |
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(End Disclosure - Business Description and Nature of Operations) |
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Disclosure - Summary of Significant Accounting Policies |
Disclosure - Summary of Significant Accounting Policies (USD $) |
12 Months Ended |
( AccountingPoliciesAbstract ) |
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Dec. 31, 2018 |
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Summary of Significant Accounting Policies |
Note 2 - Summary of Significant Accounting
Policies
Basis of Presentation and Principles
of Consolidation
The accompanying consolidated financial
statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances
and transactions. The Company has prepared the consolidated financial statements in a manner consistent with the accounting policies
adopted by the Company in its financial statements. The Company has measured and presented the consolidated financial statements
of the Company in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known
as its functional currency).
Financial Statement Preparation
and Use of Estimates
The Company prepared consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The
preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments
and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated
financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue
recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible
assets with finite lives and other long-lived assets. Actual results could materially differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash
on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.
The Company regularly maintains cash more than federally insured limits at financial institutions. On December 31, 2018, and December
31, 2017, the Company had $210,064 and $464,303 cash and cash equivalent held at the financial institution.
Accounts Receivable
Accounts Receivable primarily represents
the amount due from eight (08) customers. In some cases, Receivables from the customer are due immediately on demand, however,
in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the date of the invoice.
The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company
regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable
balances, economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables
are written off at the point when they are considered uncollectible.
At December 31, 2018, and December 31,
2017, the Company has determined that allowance for doubtful accounts was $68,675 and $19,000 respectively. Bad debt expense for
the fiscal year ended December 31, 2018, and 2017 was $88,600 and $19,000 respectively.
Sales, Marketing and Advertising
The Company recognizes sales, marketing,
and advertising expenses when incurred.
The Company incurred $77,009 and $153,325
in sales, marketing and advertising costs (“sales & marketing”) for the fiscal year ended December 31, 2018, and
2017 respectively. The sales & marketing cost mainly included travel costs for tradeshows, customer meet and greet, online
marketing on industry websites, press releases, and public relation activities. The sales, marketing, and advertising expenses
represented 14.36% and 27.61% of the sales for the fiscal year ended December 31, 2018, and 2017 respectively.
Office Lease
At present, the Company leases office
space at 1460 Broadway, New York, NY 10036 from an unrelated party. As per the Commitment Term of the lease (“Agreement”),
this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”).
The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement
by delivering to the lessor Form (“Exit Form”) at least one (1) full calendar month before the month in which the Company
intends to terminate this Agreement (“Termination Effective Month”). The rent payment or membership fee at the office
is $890 per month, and we have included it in the General and administrative expense. From January 1, 2018, to July 31, 2018, the
Company has received a discount of $890 per month on its rent payment. This agreement continues indefinitely on a month-to-month
basis until the Company choose to terminate in accordance with the terms of the agreement.
Revenue Recognition
In general, the Company recognizes revenue
when (i) persuasive evidence of an arrangement exists, (ii) consulting services have been rendered and software delivered to the
customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. In instances where the customer
specifies final acceptance of the product, system, or solution, revenue is deferred until all acceptance criteria have been met.
Software subscription revenue is deferred and recognized ratably over the subscription term upon delivery of the first product
and commencement of the term. Technical support and consulting services revenue are deferred and recognized ratably over the period
during which the services are to be performed, which is typically one (1) year. Transactional advanced services revenue is recognized
upon delivery or completion of performance milestones.
The Company considers a signed agreement,
a binding contract with the customer or other similar documentation reflecting the terms and conditions under which products or
services will be provided to be persuasive evidence of an arrangement.
Revenue from Consulting Services
The Company enters into legally enforceable
rights and obligations consulting service contract with its customers which include turnkey Software Solutions – Start-Your-Own-Brokerage
(“SYOB”) and Start-Your-Own-Prime Brokerage (“SYOPB”). The Company delivers goods and services at each
stage where Customer can benefit from the good or service either on its own or together with other resources that are readily available
to the customer. The contract contains performance obligations as listed below which are separately identifiable from other promises
in the contract.
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Develops and Implements Corporate Strategy, |
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Arranges Liquidity and Counterparty Risk Management, |
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Designs and Build B2B Website, |
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Trains and Develops B2B Sales and Marketing Division, |
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Provides Marketing and Branding Material, |
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Integrates Condor Back Office to MT4, FIX Platform with Complete Technical Support, and |
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Other services to operate a successful Primer Brokerage business. |
The Company recognizes the consulting
revenues when the Customer obtains control of the above deliverables. Further, the Company has an enforceable right to payment
for performance completed monthly. According to U.S. GAAP, the Company considers its consulting service contracts as mainly simple
fixed-price contracts for an initial term of one (1) year. As compensation for the consulting services rendered by the Company,
the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable non-recurring set-up fee and a monthly recurring
maintenance fee.
In some cases, the Company may earn
variable revenue based on profit sharing from Customer. In such situations, the Company uses the most likely amount method –
the single most likely contract outcome, where it is entitled to earn a minimum maintenance fee.
The Company estimates that it receives
fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services
in the forex market. According to the terms and conditions of the contract, the Company invoices the customer at the beginning
of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at
the end of each month which is equal to the invoice amount.
Revenue from Technology Solutions
The Company enters into a legally enforceable
rights and obligations technology solutions contract with its customers which include licensing and volume (usage/metered) fees
for its technology solutions:
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Condor Risk Management Back Office for MT4 Platform (licensing and volume-based fees) |
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Condor FX Pro Trading Terminal |
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Condor Pricing Engine |
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Sale of Source Code |
After receiving the signed copy of the
contract, the Company transfers all the ownership, and access to the technology mentioned above solutions to the customer along
with login credentials.
According to U.S. GAAP, the Company
considers its technology solution contracts as mainly simple fixed-price contracts, independent of many users, and for an initial
term of one (1) year. As compensation for these technology solutions delivered by the Company, the customer agrees to pay in cash
(all quoted in U.S. Dollars) a non-refundable recurring monthly usage fee.
The Company estimates that it receives
fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services
in the forex market. According to the terms and conditions of the contract related to Technology Solutions is considered as software-as-a-service
(“SaaS”), excluding the sale of Source Code, where the Company recognized revenue under a multiple-element arrangement.
The Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due
upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount. In such situations,
Company’s revenues consist of SaaS offerings, time-based software subscriptions, and perpetual software license sale arrangements
that also, typically, include hardware, maintenance/technical support and professional services elements associated with the agreement.
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable,
and collectability is probable.
The Company recognizes software and
software-related elements as per Accounting Standards Codification (“ASC”) 985-605 Software Revenue Recognition. In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09
supersedes a majority of existing revenue recognition guidance under US GAAP and requires companies to recognize revenue when it
transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled
and is the effective date for fiscal years beginning after December 15, 2018. The Company recognizes the Non-software revenue elements
of Technology Solutions as per ASC 605-25.
Revenue Recognition Multiple-Element
Arrangements. Since we currently offer our software solutions under either a perpetual license, time-based subscription or SaaS
model, revenue recognition timing varies based on which form of software rights the customer purchases. In June 2017, the Company
completed initial due diligence and advanced negotiation with technology division of a qualified bank for the sale of its source
code (“code”) of Multi-Asset Trading Platform (“Platform”) on a non-exclusive basis.
The Company entered into a definitive
asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for a value of two hundred and
fifty thousand ($250,000) dollars. The first part was the sale of source code and installation and the second part consisted of
the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s)
themselves can perform these services. By December 31, 2017, the Company has received the two installments totaling one hundred
and sixty thousand ($160,000) dollars for the source code and successful installation of the Platform. The Company has recognized
the revenue of $160,000 for the fiscal year ended December 31, 2017. On December 31, 2018, the Company wrote-off a software development
revenue equaling $18,675 for the fiscal year ended December 31, 2017, for accounts receivable which were over ninety days. However,
in August 2018, the Company signed the second amendment to the asset purchase agreement, whereby purchaser issued to the Company
seventeen thousand, seven hundred and fifty dollars ($17,750) as a full and final settlement of all past delivered services. The
Company received the funds in September 2018.
As per the Agreement, the sale of the
source code is a multiple-element arrangement that includes software, installation, maintenance/support, development, and professional
services. In such SaaS arrangement, the Company allocates the value of the SaaS arrangement to each separate unit of accounting
based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling
price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized
ratably over the non-cancellable term of the SaaS/subscription service. Revenue allocated to software licensing and non-software
elements, and other units of accounting included in the arrangement are recognized as below:
Revenue from Sale of Software Under
Multiple-Element Arrangement
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the sale of source code recognized on the date the Company deliver the software to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement, |
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If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably, over the remaining non-cancellable maintenance term, after we have delivered all other undelivered elements, |
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VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately. |
Revenue from Sale of Professional
Services, Technical Support, and Maintenance Under Multiple-Element Arrangement
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these elements are not essential to the functionality of the software and as such are treated as non-software elements for revenue recognition purposes; |
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professional services offerings which typically include data migration, set up, training, additional development, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while specific other professional services, depending on the nature of the services and customer requirements, may occur several months later. The Company can reasonably estimate professional services performed for a fixed fee and recognize them on a proportional performance basis. The Company recognizes revenue for professional services engagements billed on a time and materials basis as we deliver the services. The Company recognizes revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service. |
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technical support and maintenance revenues are recognized ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis. |
The Company does not recognize revenue
for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return,
refund or cancellation rights have expired, or acceptance has occurred. Our arrangements with resellers do not allow for any rights
of return.
Deferred revenue includes amounts received
from customers more than the revenue the Company recognizes and includes deferred maintenance, service, and other revenue. The
Company recognizes deferred revenues when the Company completes the service and over the terms of the arrangements, primarily ranging
from one to three years.
Revenue from Software Development
The Company takes on design-build software
development projects for customers, where the Company develops the project to meet the design criteria and performance requirements
as specified in the Software Development Agreement (“Agreement”). The Agreement is legally enforceable rights and obligations
contract, mainly simple fixed price contracts, and valid for the duration of the project.
These projects often include customized
front-end and back-end development for OTC Online brokers. The Company is paid a monthly software development fee for the term
of the Agreement. The Company has included revenues from technical support, and after sale development, it provides as part of
the sale of Source Code under the Software Development.
According to the terms and conditions
of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice
amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount.
Concentrations of Credit Risk
Cash
The Company maintains its cash balances
at a single financial institution. The balances do not exceed FDIC limits as of December 31, 2018. However, balances at December
31, 2017 exceeded FDIC limits.
Revenues
For the fiscal year ended December 31,
2018, and 2017, the Company had seventeen (17) and ten (10) active customers respectively. Revenues generated from the top three
(3) customers represented approximately 53.53% and 73.06% of total revenue for the fiscal year ended December 31, 2018, and 2017
respectively.
Accounts Receivable
At December 31, 2018, and December 31,
2017, Company’s top four (4) customers comprise roughly 83.55% and 49.92% of total A/R, respectively. The loss of any of
the top four customers would have a significant impact on the Company’s operations.
Research and Development (R&D)
Cost
The Company acknowledges that future
benefits from research and development (R&D) are uncertain and R&D expenditures cannot be capitalized. The GAAP accounting
standards require us to expense all research and development expenditures as incurred. For the fiscal year ended December 31, 2018
and 2017, the Company incurred R&D cost of $17,752 and $91,131 respectively. The R&D costs are included in General &
Administrative expense in the consolidated income statements.
Legal Proceedings
The Company discloses a loss contingency
if there is at least a reasonable possibility that a material loss has incurred. The Company records its best estimate of loss
related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. Where the
Company can reasonably estimate a range of loss with no best estimate in the range, the Company records the minimum estimated liability.
As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings
and revises its estimates and updates its disclosures accordingly. The Company’s legal costs associated with defending itself
are recorded to expense as incurred. The Company currently is not involved in any litigation.
Impairment of Long-Lived Assets
The Company reviews long-lived assets
for impairment in accordance with FASB ASC 360, Property, Plant and Equipment. Under the standard, long-lived assets are tested
for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized for the amount if and when the carrying value of the asset exceeds the fair value. On December
31, 2018, and December 31, 2017, there are no impairment charges.
Provision for Income Taxes
The provision for income taxes is determined
using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary
differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates
that are applicable in each year.
The Company utilizes a two-step approach
to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will
be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit
as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors
when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately
forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes
in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits
to change in the next 12 months significantly.
Software Development Costs
By ASC 985-20, Software development
costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological
feasibility are capitalized if significant. Capitalized software development costs are amortized using the straight-line amortization
method over the estimated useful life of the application software. By the end of February 2016, the Company completed the activities
(planning, designing, coding, and testing) necessary to establish that it can produce and meet the design specifications of the
Condor FX Back Office for MT4 Version, Condor FX Pro Trading Terminal Version, and Condor Pricing Engine. The Company established
the technological feasibility of Crypto Web Trader Platform in 2018. The Company estimates the useful life of the software to be
three (3) years.
Amortization expense was $8,640 and
$8,640 for the fiscal year ended December 31, 2018, and 2017 respectively and the Company classifies such cost as the Cost of Sales.
The Company capitalizes significant
costs incurred during the application development stage for internal-use software. The Company does not believe that capitalization
of software development costs is material to date.
Convertible Debentures
The cash conversion guidance in ASC
470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this
includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should
be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that
upon conversion may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and
separately accounted for pursuant to ASC 815.
If the conversion features of conventional
convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion
feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and
Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company
amortizes the discount to interest expense over the life of the debt using the effective interest method.
As of December 31, 2018, the conversion
features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016 and April 24, 2017
(See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion
feature on all FRH Group convertible notes has as a beneficial conversion feature (“BCF”) to the extent of the price
difference. Due to the debt extension of the first three tranches of FRH Group convertible notes, Management performed an analysis
to determine the fair value of the BCF on these tranches and noted that the value of the BCF for each note was insignificant, thus
no debt discount was recorded as of December 31, 2018.
For FRH Group convertible note dated
April 24, 2017, the value of the stock at issuance date was above the floor conversion price; this feature is characterized as
a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20
“Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related
to the BCF, and as of December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the date of issuance
because the debt is convertible at the date of issuance.
The $97,996 amount equaled to the intrinsic
value and the Company allocated it to additional paid-in capital in 2017.
Basic and Diluted Loss per Share
The Company follows ASC 260, Earnings
Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing
net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations
are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
As of December 31, 2018, and December 31, 2017, the Company had 68,533,332 basic and dilutive shares issued and outstanding. The
Company had 20,000,000 million potentially dilutive shares related to four outstanding FRH Group convertible notes which were excluded
from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended December 31, 2018, and
fiscal year ended December 31, 2017, common stock equivalents were anti-dilutive due to a net loss for the period. Hence they are
not considered in the computation.
Reclassifications
Certain prior period amounts were reclassified
to conform to the current year’s presentation. None of these classifications had an impact on reported operating loss or
net loss for any of the periods presented.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No.
2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605,
Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process
in which entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced
disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August
2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers
the effective date of ASU 2014-09 by one (1) year. ASU 2014-09 will be effective for the Company during the period beginning after
December 15, 2018. Management is currently evaluating the impact the adoption of ASU 2014 - 09 will have on the Company’s
consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective
approach when adopting the standard.
In February 2016, the FASB issued ASU
2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are
effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for
all entities, and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified
retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its consolidated
financial statements and related disclosures.
Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not
or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | |
( us-gaap:SignificantAccountingPoliciesTextBlock ) |
| |
|
(End Disclosure - Summary of Significant Accounting Policies) |
|
Disclosure - Management's Plans |
Disclosure - Management's Plans (USD $) |
12 Months Ended |
( custom:ManagementsPlansAbstract [Extension] ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Management's Plans |
NOTE 3. MANAGEMENT’S PLANS
The Company has prepared consolidated
financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. At December 31, 2018, and December 31, 2017, the accumulated deficit was $ 779,804
and $638,717 respectively.
During the fiscal year ended December
31, 2018, and 2017, the Company incurred a net loss of $141,088 and $394,556 respectively.
Since inception, the Company has sustained
recurring losses and negative cash flows from operations. As of December 31, 2018, the Company had $210,064 cash on hand. The Company
believes that future cash flows may not be sufficient for the Company to meet its debt obligations as they become due in the ordinary
course of business for a period of twelve (12) months following April 15, 2019. For the fiscal year ended December 31, 2018 and
2017, the Company has earned steady revenues year-over-year and continues to reduce its operating expenses. However, the Company
continues to experience negative cash flows from operations, as well as the ongoing requirement for substantial additional capital
investment for the development of its financial technologies. The Company expects that it will need to raise substantial additional
capital to accomplish its growth plan over the next twelve months. The Company expects to seek to obtain additional funding through
private equity or public markets. However, there can be no assurance as to the availability or terms upon which such financing
and capital might be available.
The Company’s ability to continue
as a going concern may be dependent on the success of management’s plans discussed below. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.
To the extent the Company’s operations
are not sufficient to fund the Company’s capital requirements, the Company may attempt to enter into a revolving loan agreement
with financial institutions or attempt to raise capital through the sale of additional capital stock or the issuance of debt.
The Company intends to continue its
efforts in enhancing its revenue from its diversified portfolio of technological solutions and becoming cash flow positive, as
well as raising funds through private placement offering and debt financing. See Note 8 for Notes Payable. In the future, as the
Company increases its customer base across the globe, the Company intends to acquire long-lived assets that will provide a future
economic benefit beyond fiscal 2018. | |
( custom:ManagementsPlansTextBlock [Extension] ) |
| |
|
(End Disclosure - Management's Plans) |
|
Disclosure - Capitalized Software Costs |
Disclosure - Capitalized Software Costs (USD $) |
12 Months Ended |
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Capitalized Software Costs |
NOTE 4. CAPITALIZED SOFTWARE COSTS
During the fiscal year ended December
31, 2018, and 2017, the estimated remaining weighted-average useful life of the Company’s capitalized software was three
(3) years. The Company recognizes amortization expense for capitalized software on a straight-line basis.
At December 31, 2018, and December 31,
2017, the gross capitalized software asset was $561,443 and $320,302 respectively. At the end of December 31, 2018, and December
31, 2017, the accumulated software depreciation and amortization expenses were $22,320 and $13,680 respectively. As a result, the
unamortized balance of capitalized software at December 31, 2018, and December 31, 2017, was $539,123 and $306,622 respectively.
The Company has estimated aggregate
amortization expense for each of the five succeeding fiscal years based on the estimated software asset’s lifespan of three
(3) years.
Estimated Amortization Expense:
Fiscal year ended December 31, 2019 |
|
$ |
36,087 |
|
Fiscal year ended December 31, 2020 |
|
$ |
178,993 |
|
Fiscal year ended December 31, 2021 |
|
$ |
178,993 |
|
Fiscal year ended December 31, 2022 |
|
$ |
146,507 |
|
Fiscal year ended December 31, 2023 |
|
$ |
0 |
|
| |
( custom:CapitalizedSoftwareCostsTextBlock [Extension] ) |
| |
|
(End Disclosure - Capitalized Software Costs) |
|
Disclosure - Property and Equipment |
Disclosure - Property and Equipment (USD $) |
12 Months Ended |
( PropertyPlantAndEquipmentAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Property and Equipment |
NOTE 5. PROPERTY AND EQUIPMENT
On December 31, 2018, the Company rented
its servers, computers and data center from an unrelated third party. Furniture and fixtures and any leasehold improvements are
provided by the lessor at 1460 Broadway, New York, NY 10036 under the rent Agreement as discussed in Note 2. | |
( us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock ) |
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|
(End Disclosure - Property and Equipment) |
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Disclosure - Related Party Transactions |
Disclosure - Related Party Transactions (USD $) |
12 Months Ended |
( RelatedPartyTransactionsAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Related Party Transactions |
NOTE 6. RELATED PARTY TRANSACTIONS
In April 2016, the Company established
its wholly owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company, incorporated under section 14 of the Companies
Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly owned subsidiary – FXClients Limited (“FXClients”)
under the United Kingdom Companies Act 2006 as a private company. Both FRH Prime and FXClients are established to conduct financial
technology service activities. For the fiscal year ended December 31, 2018, and 2017, FRH Prime has generated volume rebates of
$13,695 and $16,947 respectively from Condor Risk Management Back Office for MT4 Platform. The Company has included rebates in
revenue in the consolidated income statements. There have been no significant operating activities in FXClients.
Between February 22, 2016, and April
24, 2017, the Company borrowed $1,000,000 from FRH Group (“FRH”), a founder and principal shareholder of the Company.
The Company executed Convertible Promissory Notes, due between April 24, 2019 and June 30, 2019. The Notes are convertible into
common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event, will the conversion
price be less than $0.05 per share. The Notes carry an interest rate of 6% per annum which is due and payable at the maturity date.
Between March 15 and 21, 2017, subject
to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000
shares to Brent Eaglstein for a cash amount of $70,000. Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively,
of Mitchell Eaglstein, who is the CEO and Director of the Company. | |
( us-gaap:RelatedPartyTransactionsDisclosureTextBlock ) |
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(End Disclosure - Related Party Transactions) |
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Disclosure - Line of Credit |
Disclosure - Line of Credit (USD $) |
12 Months Ended |
( us-gaap:LineOfCreditFacilityAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Line of Credit |
NOTE 7. LINE OF CREDIT
From June 24, 2016, the Company obtained
an unsecured revolving line of credit of $35,000 from Bank of America to fund various purchases and travel expenses for the Company.
The line of credit has an average interest rate at the close of business on December 31, 2018, for purchases and cash drawn at
12% and 25% respectively. As of December 31, 2018, the Company complies with terms and conditions of the line of credit. At December
31, 2018, and December 31, 2017, the outstanding balance was $17,626 and $17,247, respectively. | |
( custom:LineOfCreditTextBlock [Extension] ) |
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(End Disclosure - Line of Credit) |
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Disclosure - Notes Payable - Related Party |
Disclosure - Notes Payable - Related Party (USD $) |
12 Months Ended |
( DebtDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Notes Payable - Related Party |
NOTE 8. NOTES PAYABLE – RELATED
PARTY
Convertible Notes Payable
On February 22, 2016, the Company issued
and promised to pay a convertible note to FRH Group Ltd. (“FRH Group,” shareholder) for the principal sum of One Hundred
Thousand and 00/100 Dollars ($100,000) on February 28, 2018 (the “Maturity Date”). The Maturity Date of the Note was
extended to December 31, 2018 and additional extension to June 30, 2019. The Company will pay the outstanding principal amount
of this Note, together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the
event the Company does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand,
interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at
a rate of ten percent (10%) per annum.
The initial conversion rate will be
$0.10 per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth
below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be
discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 2,000,000 shares if
FRH Group converts the entire Note subject to adjustments in certain events. No fractional Share or scrip representing a fractional
Share will be issued upon conversion of the Notes.
On May 16, 2016, the Company issued
and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($400,000)
on May 31, 2018 (the “Maturity Date”). The Maturity Date of the Note was extended to December 31, 2018 and additional
extension to June 30, 2019. The Company will pay the outstanding principal amount of this Note, together with interest at 6% per
annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due, any
payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue payment
of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.
The initial conversion rate will be
$0.10 per share or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth
below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be
discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 8,000,000 shares if
FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional
Share will be issued upon conversion of the Notes.
On November 17, 2016, the Company issued
and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars
($250,000) on November 30, 2018 and additional extension to December 31, 2018. The note was further extended to June 30, 2019 (the
“Maturity Date”). The Company will pay the outstanding principal amount of this Note, together with interest at 6%
per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due,
any payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue
payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.
The initial conversion rate would be
$0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below.
If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be discounted
by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if FRH Group
converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share
will be issued upon conversion of the Notes.
On April 24, 2017, the Company issued
and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars
($250,000) on April 24, 2019 (the “Maturity Date”). The Company will pay the outstanding principal amount of this Note,
together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company
does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand, interest on
the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of
ten percent (10%) per annum.
The initial conversion rate will be
$0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth
below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be
discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if
the entire Note was converted, subject to adjustments in certain events. No fractional Share or scrip representing a fractional
Share will be issued upon conversion of the Notes.
FRH Group Note Summary
Date of Note: |
|
|
2/22/2016 |
|
|
|
5/16/2016 |
|
|
|
11/17/2016 |
|
|
|
4/24/2017 |
|
Original Amount of Note: |
|
$ |
100,000 |
|
|
$ |
400,000 |
|
|
$ |
250,000 |
|
|
$ |
250,000 |
|
Outstanding Principal Balance: |
|
$ |
100,000 |
|
|
$ |
400,000 |
|
|
$ |
250,000 |
|
|
$ |
250,000 |
|
Maturity Date (1): |
|
|
6/30/2019 |
|
|
|
6/30/2019 |
|
|
|
6/30/2019 |
|
|
|
4/24/2019 |
|
Interest Rate: |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Date to which interest has been paid: |
|
|
Accrued |
|
|
|
Accrued |
|
|
|
Accrued |
|
|
|
Accrued |
|
Conversion Rate: |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
Floor Conversion Price: |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.05 |
|
(1) Note Extension –
The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity
date from December 31, 2018, to June 30, 2019. The Convertible Promissory Note with the face value $400,000, coupon 6% issue, dated
May 16, 2016, was amended to extend the maturity date from December 31, 2018, to June 30, 2019. The Convertible Promissory Note
with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from December 31,
2018, to June 30, 2019. The Company, by execution of the note extension agreement, represents and warrants that as of the date
hereof, no Event of Default exists or is continuing concerning the Promissory Note.
At December 31, 2018, the current portion
of convertible notes payable and accrued interest was $1,000,000 and $136,908 respectively. There was no non-current portion of
convertible notes payable and accrued interest.
At December 31, 2017, the current portion
of convertible notes payable and accrued interest was $750,000 and $52,617 respectively. The non-current portion of convertible
notes payable and accrued interest was $250,000 and $24,292 respectively. | |
( us-gaap:DebtDisclosureTextBlock ) |
| |
|
(End Disclosure - Notes Payable - Related Party) |
|
Disclosure - Commitments and Contingencies |
Disclosure - Commitments and Contingencies (USD $) |
12 Months Ended |
( CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Commitments and Contingencies |
NOTE 9. COMMITMENTS AND CONTINGENCIES
Office Facility and Other Operating
Leases
Rental expense was $8,253 and $19,974
for the fiscal ended December 31, 2018, and 2017 respectively. The rent payment or membership fee at the office is $890 per month,
and we have included it in the General and administrative expense. From January 1, 2018, to July 31, 2018, the Company has received
a discount of $890 per month on its rent payment. This agreement continues indefinitely on a month-to-month basis until the Company
choose to terminate in accordance with the terms of the agreement.
Employment Agreement
The Company has not entered into a
formalized employment agreement with its Chief Executive Officer (“CEO”) and the Chief Financial Officer
(“CFO”), collectively Officers. From July 2016, the Company is paying a monthly compensation of $8,000 and $6,250
each per month to its CEO and CFO respectively with increases each succeeding year should the agreement be approved annually
by the Company. Effective September 2018, the CEO and the CFO has agreed to receive a monthly compensation of $5,000. There
are also provisions for performance-based bonuses. The Company has not formalized these agreements.
Accrued Interest
At December 31, 2018, and December 31,
2017, Company’s exposure to cumulative accrued interest at 6% per annum on FRH Group Note(s) was $136,908 and $52,617 respectively.
Pending Litigation
Management is unaware of any actions,
suits, investigations or proceedings (public or private) pending against or threatened against or affecting any of the assets
or any affiliate of the Company. | |
( us-gaap:CommitmentsAndContingenciesDisclosureTextBlock ) |
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(End Disclosure - Commitments and Contingencies) |
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Disclosure - Stockholders' Deficit |
Disclosure - Stockholders' Deficit (USD $) |
12 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Stockholders' Deficit |
NOTE 10. STOCKHOLDERS’ DEFICIT
Authorized Shares
As of December 31, 2018, and December
31, 2017, the authorized capital stock of the Company consists of 10,000,000 shares of preferred stock, par value $0.0001 per share
and 100,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2018, and December 31, 2017, the Company
had 68,533,332 and 68,533,332 respectively common shares issued and outstanding and 4,000,000 preferred shares issued and outstanding.
The preferred stock has fifty votes for each share of preferred shares owned. The preferred shares have no other rights, privileges
and higher claims on the Company’s assets and earnings than common stock.
Preferred Stock
On December 12, 2016, the Board agreed
to issue 2,600,000, 400,000 and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz and FRH Group respectively
as the founders in consideration of services rendered to the Company. As of December 31, 2018, the Company had 4,000,000 preferred
shares issued and outstanding.
Common Stock
On January 21, 2016, the Company collectively
issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz respectively as the founders in
consideration of services rendered to the Company.
On December 12, 2016, the Company issued
28,600,000 common shares to the remaining two founding members of the Company.
On March 15, 2017, the Company issued
1,000,000 restricted common shares for platform development valued at $50,000. The Company issued the securities with a restrictive
legend.
On March 15, 2017, the Company issued
1,500,000 restricted common shares for professional services to three individuals valued at $75,000. The Company issued the securities
with a restrictive legend.
On March 17, 2017, subject to the terms
and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of $50,000.
The Company issued the securities with a restrictive legend.
On March 21, 2017, subject to the terms
and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of $20,000.
The Company issued the securities with a restrictive legend.
Ms. Eaglstein and Mr. Eaglstein are
the Mother and Brother, respectively, of Mitchell Eaglstein, who is the CEO and Director of the Company.
From July 1, 2017, to October 03, 2017,
the Company has issued 653,332 units for a cash amount of $98,000 under its offering Memorandum, where unit consists of one share
of common stock and one Class A warrant (See Note 11).
On October 31, 2017, the Company issued
70,000 restricted common shares to management consultant valued at $10,500. The Company issued the securities with a restrictive
legend.
On January 15, 2019, the Company issued
60,000 restricted common shares for professional services to eight consultants valued at $9,000.
From January 29, 2019 to February 15,
2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $4,950. | |
( us-gaap:StockholdersEquityNoteDisclosureTextBlock ) |
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(End Disclosure - Stockholders' Deficit) |
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Disclosure - Warrants |
Disclosure - Warrants (USD $) |
12 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Warrants |
NOTE 11. WARRANTS
Effective June 1, 2017, the Company
is raising $600,000 through a Private Placement Memorandum (the “Memorandum”) of up to 4,000,000 Units. Each unit (a
“Unit”) consists of one share of Common Stock, par value $.0001 per share (the “Common Stock) and one redeemable
Class A Warrant (the “Class A Warrant(s)”) of the Company. The Company closed the private placement effective December
15, 2017.
Each Class A Warrant entitles the holder
to purchase one (1) share of Common Stock for $0.30 per share at any time until April 30, 2019 (‘Expiration Date’).
The Company issued the securities with a restrictive legend.
Information About the Warrants Outstanding
During Fiscal 2018 Follows
Original Number of Warrants Issued |
|
|
Exercise Price per Common Share |
|
|
Exercisable at
December 31, 2017 |
|
|
Became Exercisable |
|
|
Exercised |
|
|
Terminated / Canceled / Expired |
|
|
Exercisable at
December 31, 2018 |
|
|
Expiration Date |
|
653,332 |
|
|
$ |
0.30 |
|
|
|
653,332 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
653,332 |
|
|
April 2019 |
The Warrants are redeemable by the Company,
upon thirty (30) day notice, at a price of $.05 per Warrant, provided the average of the closing bid price of the Common Stock,
as reported by the National Association of Securities Dealers Automated Quotation (“NASDAQ”) System (or the average
of the last sale price if the Common Stock is then listed on the NASDAQ National Market System or a securities exchange), shall
equal or exceed $1.00 per share (subject to adjustment) for ten (10) consecutive trading days prior to the date on which the Company
gives notice of redemption. The holders of Warrants called for redemption have exercise rights until the close of business on the
date fixed for redemption.
The exercise price and a number shares
of Common Stock or other securities issuable on exercise of the Warrants are subject to adjustment in certain circumstances, including
in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. However, no Warrant
is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant. | |
( custom:WarrantsTextBlock [Extension] ) |
| |
|
(End Disclosure - Warrants) |
|
Disclosure - Income Taxes |
Disclosure - Income Taxes (USD $) |
12 Months Ended |
( IncomeTaxDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Income Taxes |
NOTE
12. INCOME TAXES
Income taxes are calculated using the
asset and liability method of accounting. Deferred income taxes are computed by multiplying statutory rates applicable to estimated
future year differences between the financial statement and tax basis carrying amounts of assets and liabilities.
The income tax provision is summarized
as follows:
|
|
2018 |
|
|
2017 |
|
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
- |
|
|
$ |
- |
|
State |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
163,759 |
|
|
|
134,131 |
|
State |
|
|
- |
|
|
|
- |
|
Valuation allowance |
|
|
(163,759 |
) |
|
|
(134,131 |
) |
Total tax expense |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
2017 |
|
Net loss carryforward |
|
|
163,759 |
|
|
|
134,131 |
|
Valuation allowance |
|
|
(163,759 |
) |
|
|
(134,131 |
) |
Total deferred tax assets |
|
$ |
- |
|
|
$ |
- |
|
In 2018 and 2017, the Company had pre-tax
losses of $141,088 and $394,556, respectively, which are available for carry forward to offset future taxable income. The Company
has made determinations to provide full valuation allowances for our net deferred tax assets at the end of 2018, and 2017, including
NOL carryforwards generated during the years, based on its evaluation of positive and negative evidence, including our history
of operating losses and the uncertainty of generating future taxable income that would enable us to realize our deferred tax assets.
On December 22, 2017, the President
of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code
to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces
the corporate federal tax rate from a maximum of 35% to a 21% rate. The rate reduction will be taking effect on January 1, 2018.
Therefore, we have applied the tax rate of 21% to the ending balance of federal deferred tax assets, but because we provided a
full valuation allowance against our net deferred tax assets, no tax impact is recorded due to the tax rate change.
In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Based on the available objective evidence,
management believes it is more likely than not that the net deferred tax assets at December 31, 2018 will not be fully realizable.
Accordingly, management has maintained a full valuation allowance against its net deferred tax assets at December 31, 2018. The
net change in the total valuation allowance for the 12 months ended December 31, 2018 was an increase of $29,628. At December 31,
2018 and 2017, we had federal and state net operating loss carry-forwards of approximately $ 779,804 and $638,717, respectively,
expiring beginning in 2037 for federal and 2037 for state.
For the years ended December 31, 2018
and December 31, 2017, the Company did an analysis of its ASC 740 position and had not identified any uncertain tax positions as
defined under ASC 740. Should such position be identified in the future and should the Company owe interest and penalties because
of this, these would be recognized as interest expense and other expense, respectively, in the consolidated financial statements.
The Company has identified the United
States Federal tax returns as its “major” tax jurisdiction. The United States Federal return for the year 2017 and
2018 has been submitted and accepted by the United States Internal Revenue Service. The Company is not subject to tax examination
by authorities in the United States before the years 2016. The New York State Tax return for the year 2017 and 2018 has been submitted
and accepted by New York State Franchise Tax Board and currently the Company does not have any ongoing tax examinations.
The Company does not have any foreign
tax expenses and liabilities as of December 31, 2018 and 2017. | |
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(End Disclosure - Income Taxes) |
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Disclosure - Off-Balance Sheet Arrangements |
Disclosure - Off-Balance Sheet Arrangements (USD $) |
12 Months Ended |
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Dec. 31, 2018 |
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|
|
|
|
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Off-Balance Sheet Arrangements |
NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements
including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other
benefits. | |
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(End Disclosure - Off-Balance Sheet Arrangements) |
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Disclosure - Subsequent Events |
Disclosure - Subsequent Events (USD $) |
12 Months Ended |
( SubsequentEventsAbstract ) |
|
|
Dec. 31, 2018 |
|
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|
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Subsequent Events |
NOTE 14. SUBSEQUENT EVENTS
From January 29, 2019 to February 15,
2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $4,950. On February 26,
2019, the Company filed the Post-Effective Amendment No. 1 (the “Amendment”) related to the Registration Statement
on Form S-1and its amendments thereto, filed with the U.S. Securities and Exchange Commission on November 22, 2017 and declared
effective on August 7, 2018 (Registration No. 333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware
corporation (the “Registrant”), amended the Registration Statement to remove from registration all shares of common
stock that were offered for sale by the Registrant but were not sold prior to the termination of the offering made pursuant to
the Registration Statement. At the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of
common stock which were offered for sale by the Registrant were not sold or issued.
On January 15, 2019, the Company issued
60,000 restricted common shares for professional services to eight consultants valued at $9,000.
The Company has evaluated subsequent
events through April 15, 2019, the date these financial statements were available to be issued. | |
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(End Disclosure - Subsequent Events) |
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Disclosure - Summary of Significant Accounting Policies (Policies) |
Disclosure - Summary of Significant Accounting Policies (Policies) (USD $) |
12 Months Ended |
( AccountingPoliciesAbstract ) |
|
|
Dec. 31, 2018 |
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|
|
|
|
|
Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles
of Consolidation
The accompanying consolidated financial
statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances
and transactions. The Company has prepared the consolidated financial statements in a manner consistent with the accounting policies
adopted by the Company in its financial statements. The Company has measured and presented the consolidated financial statements
of the Company in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known
as its functional currency). | |
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Financial Statement Preparation and Use of Estimates |
Financial Statement Preparation
and Use of Estimates
The Company prepared consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The
preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments
and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated
financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include
revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability
of intangible assets with finite lives and other long-lived assets. Actual results could materially differ from these estimates. | |
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Cash and Cash Equivalents |
Cash and Cash Equivalents
Cash and cash equivalents include cash
on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or
less. The Company regularly maintains cash more than federally insured limits at financial institutions. On December 31, 2018,
and December 31, 2017, the Company had $210,064 and $464,303 cash and cash equivalent held at the financial institution. | |
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Accounts Receivable |
Accounts Receivable
Accounts Receivable primarily represents
the amount due from eight (08) customers. In some cases, Receivables from the customer are due immediately on demand, however,
in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the date of the invoice.
The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company
regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable
balances, economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables
are written off at the point when they are considered uncollectible.
At December 31, 2018, and December
31, 2017, the Company has determined that allowance for doubtful accounts was $68,675 and $19,000 respectively. Bad debt expense
for the fiscal year ended December 31, 2018, and 2017 was $88,600 and $19,000 respectively. | |
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Sales, Marketing and Advertising |
Sales, Marketing and Advertising
The Company recognizes sales, marketing,
and advertising expenses when incurred.
The Company incurred $77,009 and $153,325
in sales, marketing and advertising costs (“sales & marketing”) for the fiscal year ended December 31, 2018, and
2017 respectively. The sales & marketing cost mainly included travel costs for tradeshows, customer meet and greet, online
marketing on industry websites, press releases, and public relation activities. The sales, marketing, and advertising expenses
represented 14.36% and 27.61% of the sales for the fiscal year ended December 31, 2018, and 2017 respectively. | |
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Office Lease |
Office Lease
At present, the Company leases office
space at 1460 Broadway, New York, NY 10036 from an unrelated party. As per the Commitment Term of the lease (“Agreement”),
this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”).
The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement
by delivering to the lessor Form (“Exit Form”) at least one (1) full calendar month before the month in which the
Company intends to terminate this Agreement (“Termination Effective Month”). The rent payment or membership fee at
the office is $890 per month, and we have included it in the General and administrative expense. From January 1, 2018, to July
31, 2018, the Company has received a discount of $890 per month on its rent payment. This agreement continues indefinitely on
a month-to-month basis until the Company choose to terminate in accordance with the terms of the agreement. | |
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Revenue Recognition |
Revenue Recognition
In general, the Company recognizes revenue
when (i) persuasive evidence of an arrangement exists, (ii) consulting services have been rendered and software delivered to the
customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. In instances where the customer
specifies final acceptance of the product, system, or solution, revenue is deferred until all acceptance criteria have been met.
Software subscription revenue is deferred and recognized ratably over the subscription term upon delivery of the first product
and commencement of the term. Technical support and consulting services revenue are deferred and recognized ratably over the period
during which the services are to be performed, which is typically one (1) year. Transactional advanced services revenue is recognized
upon delivery or completion of performance milestones.
The Company considers a signed agreement,
a binding contract with the customer or other similar documentation reflecting the terms and conditions under which products or
services will be provided to be persuasive evidence of an arrangement.
Revenue from Consulting Services
The Company enters into legally enforceable
rights and obligations consulting service contract with its customers which include turnkey Software Solutions – Start-Your-Own-Brokerage
(“SYOB”) and Start-Your-Own-Prime Brokerage (“SYOPB”). The Company delivers goods and services at each
stage where Customer can benefit from the good or service either on its own or together with other resources that are readily available
to the customer. The contract contains performance obligations as listed below which are separately identifiable from other promises
in the contract.
|
● |
Develops and Implements Corporate Strategy, |
|
● |
Arranges Liquidity and Counterparty Risk Management, |
|
● |
Designs and Build B2B Website, |
|
● |
Trains and Develops B2B Sales and Marketing Division, |
|
● |
Provides Marketing and Branding Material, |
|
● |
Integrates Condor Back Office to MT4, FIX Platform with Complete Technical Support, and |
|
● |
Other services to operate a successful Primer Brokerage business. |
The Company recognizes the consulting
revenues when the Customer obtains control of the above deliverables. Further, the Company has an enforceable right to payment
for performance completed monthly. According to U.S. GAAP, the Company considers its consulting service contracts as mainly simple
fixed-price contracts for an initial term of one (1) year. As compensation for the consulting services rendered by the Company,
the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable non-recurring set-up fee and a monthly recurring
maintenance fee.
In some cases, the Company may earn
variable revenue based on profit sharing from Customer. In such situations, the Company uses the most likely amount method –
the single most likely contract outcome, where it is entitled to earn a minimum maintenance fee.
The Company estimates that it receives
fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services
in the forex market. According to the terms and conditions of the contract, the Company invoices the customer at the beginning
of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at
the end of each month which is equal to the invoice amount.
Revenue from Technology Solutions
The Company enters into a legally enforceable
rights and obligations technology solutions contract with its customers which include licensing and volume (usage/metered) fees
for its technology solutions:
|
● |
Condor Risk Management Back Office for MT4 Platform (licensing and volume-based fees) |
|
● |
Condor FX Pro Trading Terminal |
|
● |
Condor Pricing Engine |
|
● |
Sale of Source Code |
After receiving the signed copy of the
contract, the Company transfers all the ownership, and access to the technology mentioned above solutions to the customer along
with login credentials.
According to U.S. GAAP, the Company
considers its technology solution contracts as mainly simple fixed-price contracts, independent of many users, and for an initial
term of one (1) year. As compensation for these technology solutions delivered by the Company, the customer agrees to pay in cash
(all quoted in U.S. Dollars) a non-refundable recurring monthly usage fee.
The Company estimates that it receives
fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services
in the forex market. According to the terms and conditions of the contract related to Technology Solutions is considered as software-as-a-service
(“SaaS”), excluding the sale of Source Code, where the Company recognized revenue under a multiple-element arrangement.
The Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due
upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount. In such situations,
Company’s revenues consist of SaaS offerings, time-based software subscriptions, and perpetual software license sale arrangements
that also, typically, include hardware, maintenance/technical support and professional services elements associated with the agreement.
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable,
and collectability is probable.
The Company recognizes software and
software-related elements as per Accounting Standards Codification (“ASC”) 985-605 Software Revenue Recognition. In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09
supersedes a majority of existing revenue recognition guidance under US GAAP and requires companies to recognize revenue when it
transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled
and is the effective date for fiscal years beginning after December 15, 2018. The Company recognizes the Non-software revenue elements
of Technology Solutions as per ASC 605-25.
Revenue Recognition Multiple-Element
Arrangements. Since we currently offer our software solutions under either a perpetual license, time-based subscription or SaaS
model, revenue recognition timing varies based on which form of software rights the customer purchases. In June 2017, the Company
completed initial due diligence and advanced negotiation with technology division of a qualified bank for the sale of its source
code (“code”) of Multi-Asset Trading Platform (“Platform”) on a non-exclusive basis.
The Company entered into a definitive
asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for a value of two hundred and
fifty thousand ($250,000) dollars. The first part was the sale of source code and installation and the second part consisted of
the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s)
themselves can perform these services. By December 31, 2017, the Company has received the two installments totaling one hundred
and sixty thousand ($160,000) dollars for the source code and successful installation of the Platform. The Company has recognized
the revenue of $160,000 for the fiscal year ended December 31, 2017. On December 31, 2018, the Company wrote-off a software development
revenue equaling $18,675 for the fiscal year ended December 31, 2017, for accounts receivable which were over ninety days. However,
in August 2018, the Company signed the second amendment to the asset purchase agreement, whereby purchaser issued to the Company
seventeen thousand, seven hundred and fifty dollars ($17,750) as a full and final settlement of all past delivered services. The
Company received the funds in September 2018.
As per the Agreement, the sale of the
source code is a multiple-element arrangement that includes software, installation, maintenance/support, development, and professional
services. In such SaaS arrangement, the Company allocates the value of the SaaS arrangement to each separate unit of accounting
based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling
price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized
ratably over the non-cancellable term of the SaaS/subscription service. Revenue allocated to software licensing and non-software
elements, and other units of accounting included in the arrangement are recognized as below:
Revenue from Sale of Software Under
Multiple-Element Arrangement
|
● |
the sale of source code recognized on the date the Company deliver the software to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement, |
|
● |
If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably, over the remaining non-cancellable maintenance term, after we have delivered all other undelivered elements, |
|
● |
VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately. |
Revenue from Sale of Professional
Services, Technical Support, and Maintenance Under Multiple-Element Arrangement
|
● |
these elements are not essential to the functionality of the software and as such are treated as non-software elements for revenue recognition purposes; |
|
● |
professional services offerings which typically include data migration, set up, training, additional development, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while specific other professional services, depending on the nature of the services and customer requirements, may occur several months later. The Company can reasonably estimate professional services performed for a fixed fee and recognize them on a proportional performance basis. The Company recognizes revenue for professional services engagements billed on a time and materials basis as we deliver the services. The Company recognizes revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service. |
|
● |
technical support and maintenance revenues are recognized ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis. |
The Company does not recognize revenue
for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return,
refund or cancellation rights have expired, or acceptance has occurred. Our arrangements with resellers do not allow for any rights
of return.
Deferred revenue includes amounts received
from customers more than the revenue the Company recognizes and includes deferred maintenance, service, and other revenue. The
Company recognizes deferred revenues when the Company completes the service and over the terms of the arrangements, primarily ranging
from one to three years.
Revenue from Software Development
The Company takes on design-build software
development projects for customers, where the Company develops the project to meet the design criteria and performance requirements
as specified in the Software Development Agreement (“Agreement”). The Agreement is legally enforceable rights and obligations
contract, mainly simple fixed price contracts, and valid for the duration of the project.
These projects often include customized
front-end and back-end development for OTC Online brokers. The Company is paid a monthly software development fee for the term
of the Agreement. The Company has included revenues from technical support, and after sale development, it provides as part of
the sale of Source Code under the Software Development.
According to the terms and conditions
of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice
amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount. | |
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Concentrations of Credit Risk |
Concentrations of Credit Risk
Cash
The Company maintains its cash balances
at a single financial institution. The balances do not exceed FDIC limits as of December 31, 2018. However, balances at December
31, 2017 exceeded FDIC limits.
Revenues
For the fiscal year ended December 31,
2018, and 2017, the Company had seventeen (17) and ten (10) active customers respectively. Revenues generated from the top three
(3) customers represented approximately 53.53% and 73.06% of total revenue for the fiscal year ended December 31, 2018, and 2017
respectively.
Accounts Receivable
At December 31, 2018, and December
31, 2017, Company’s top four (4) customers comprise roughly 83.55% and 49.92% of total A/R, respectively. The loss of any
of the top four customers would have a significant impact on the Company’s operations. | |
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Research and Development (R&D) Cost |
Research and Development (R&D)
Cost
The Company acknowledges that future
benefits from research and development (R&D) are uncertain and R&D expenditures cannot be capitalized. The GAAP accounting
standards require us to expense all research and development expenditures as incurred. For the fiscal year ended December 31,
2018 and 2017, the Company incurred R&D cost of $17,752 and $91,131 respectively. The R&D costs are included in General
& Administrative expense in the consolidated income statements. | |
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Legal Proceedings |
Legal Proceedings
The Company discloses a loss contingency
if there is at least a reasonable possibility that a material loss has incurred. The Company records its best estimate of loss
related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. Where the
Company can reasonably estimate a range of loss with no best estimate in the range, the Company records the minimum estimated
liability. As additional information becomes available, the Company assesses the potential liability related to pending legal
proceedings and revises its estimates and updates its disclosures accordingly. The Company’s legal costs associated with
defending itself are recorded to expense as incurred. The Company currently is not involved in any litigation. | |
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Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
The Company reviews long-lived assets
for impairment in accordance with FASB ASC 360, Property, Plant and Equipment. Under the standard, long-lived assets are tested
for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized for the amount if and when the carrying value of the asset exceeds the fair value. On December
31, 2018, and December 31, 2017, there are no impairment charges. | |
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Provision for Income Taxes |
Provision for Income Taxes
The provision for income taxes is determined
using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary
differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates
that are applicable in each year.
The Company utilizes a two-step approach
to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the
tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers
many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which
may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision
of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized
tax benefits to change in the next 12 months significantly. | |
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Software Development Costs |
Software Development Costs
By ASC 985-20, Software development
costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological
feasibility are capitalized if significant. Capitalized software development costs are amortized using the straight-line amortization
method over the estimated useful life of the application software. By the end of February 2016, the Company completed the activities
(planning, designing, coding, and testing) necessary to establish that it can produce and meet the design specifications of the
Condor FX Back Office for MT4 Version, Condor FX Pro Trading Terminal Version, and Condor Pricing Engine. The Company established
the technological feasibility of Crypto Web Trader Platform in 2018. The Company estimates the useful life of the software to be
three (3) years.
Amortization expense was $8,640 and
$8,640 for the fiscal year ended December 31, 2018, and 2017 respectively and the Company classifies such cost as the Cost of Sales.
The Company capitalizes significant
costs incurred during the application development stage for internal-use software. The Company does not believe that capitalization
of software development costs is material to date. | |
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Convertible Debentures |
Convertible Debentures
The cash conversion guidance in ASC
470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this
includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should
be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that
upon conversion may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and
separately accounted for pursuant to ASC 815.
If the conversion features of conventional
convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion
feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and
Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company
amortizes the discount to interest expense over the life of the debt using the effective interest method.
As of December 31, 2018, the conversion
features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016 and April 24, 2017
(See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion
feature on all FRH Group convertible notes has as a beneficial conversion feature (“BCF”) to the extent of the price
difference. Due to the debt extension of the first three tranches of FRH Group convertible notes, Management performed an analysis
to determine the fair value of the BCF on these tranches and noted that the value of the BCF for each note was insignificant, thus
no debt discount was recorded as of December 31, 2018.
For FRH Group convertible note dated
April 24, 2017, the value of the stock at issuance date was above the floor conversion price; this feature is characterized as
a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20
“Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related
to the BCF, and as of December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the date of issuance
because the debt is convertible at the date of issuance.
The $97,996 amount equaled to the intrinsic
value and the Company allocated it to additional paid-in capital in 2017. | |
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Basic and Diluted Loss per Share |
Basic and Diluted Loss per Share
The Company follows ASC 260, Earnings
Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing
net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations
are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
As of December 31, 2018, and December 31, 2017, the Company had 68,533,332 basic and dilutive shares issued and outstanding. The
Company had 20,000,000 million potentially dilutive shares related to four outstanding FRH Group convertible notes which were
excluded from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended December 31,
2018, and fiscal year ended December 31, 2017, common stock equivalents were anti-dilutive due to a net loss for the period. Hence
they are not considered in the computation. | |
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Reclassifications |
Reclassifications
Certain prior period amounts were reclassified
to conform to the current year’s presentation. None of these classifications had an impact on reported operating loss or
net loss for any of the periods presented. | |
( us-gaap:PriorPeriodReclassificationAdjustmentDescription ) |
| |
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No.
2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605,
Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process
in which entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced
disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August
2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers
the effective date of ASU 2014-09 by one (1) year. ASU 2014-09 will be effective for the Company during the period beginning after
December 15, 2018. Management is currently evaluating the impact the adoption of ASU 2014 - 09 will have on the Company’s
consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective
approach when adopting the standard.
In February 2016, the FASB issued ASU
2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are
effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for
all entities, and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified
retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its consolidated
financial statements and related disclosures.
Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not
or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | |
( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock ) |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Policies)) |
|
Disclosure - Capitalized Software Costs (Tables) |
Disclosure - Capitalized Software Costs (Tables) (USD $) |
12 Months Ended |
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Schedule of Estimated Future Amortization Expense |
Estimated Amortization Expense:
Fiscal year ended December 31, 2019 |
|
$ |
36,087 |
|
Fiscal year ended December 31, 2020 |
|
$ |
178,993 |
|
Fiscal year ended December 31, 2021 |
|
$ |
178,993 |
|
Fiscal year ended December 31, 2022 |
|
$ |
146,507 |
|
Fiscal year ended December 31, 2023 |
|
$ |
0 |
|
| |
( us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock ) |
| |
|
(End Disclosure - Capitalized Software Costs (Tables)) |
|
Disclosure - Notes Payable - Related Party (Tables) |
Disclosure - Notes Payable - Related Party (Tables) (USD $) |
12 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Schedule of Notes Payable Related Party |
FRH Group Note Summary
Date of Note: |
|
|
2/22/2016 |
|
|
|
5/16/2016 |
|
|
|
11/17/2016 |
|
|
|
4/24/2017 |
|
Original Amount of Note: |
|
$ |
100,000 |
|
|
$ |
400,000 |
|
|
$ |
250,000 |
|
|
$ |
250,000 |
|
Outstanding Principal Balance: |
|
$ |
100,000 |
|
|
$ |
400,000 |
|
|
$ |
250,000 |
|
|
$ |
250,000 |
|
Maturity Date (1): |
|
|
6/30/2019 |
|
|
|
6/30/2019 |
|
|
|
6/30/2019 |
|
|
|
4/24/2019 |
|
Interest Rate: |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Date to which interest has been paid: |
|
|
Accrued |
|
|
|
Accrued |
|
|
|
Accrued |
|
|
|
Accrued |
|
Conversion Rate: |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
Floor Conversion Price: |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.05 |
|
|
$ |
0.05 |
|
(1) Note Extension –
The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity
date from December 31, 2018, to June 30, 2019. The Convertible Promissory Note with the face value $400,000, coupon 6% issue,
dated May 16, 2016, was amended to extend the maturity date from December 31, 2018, to June 30, 2019. The Convertible Promissory
Note with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from December
31, 2018, to June 30, 2019. The Company, by execution of the note extension agreement, represents and warrants that as of the
date hereof, no Event of Default exists or is continuing concerning the Promissory Note. | |
( custom:ScheduleOfNotesPayableRelatedPartyTableTextBlock [Extension] ) |
| |
|
(End Disclosure - Notes Payable - Related Party (Tables)) |
|
Disclosure - Warrants (Tables) |
Disclosure - Warrants (Tables) (USD $) |
12 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Schedule of Warrants Activity |
Information About the Warrants Outstanding
During Fiscal 2018 Follows
Original Number of Warrants Issued |
|
|
Exercise Price per Common Share |
|
|
Exercisable at
December 31, 2017 |
|
|
Became Exercisable |
|
|
Exercised |
|
|
Terminated / Canceled / Expired |
|
|
Exercisable at
December 31, 2018 |
|
|
Expiration Date |
|
653,332 |
|
|
$ |
0.30 |
|
|
|
653,332 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
653,332 |
|
|
April 2019 |
| |
( us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock ) |
| |
|
(End Disclosure - Warrants (Tables)) |
|
Disclosure - Income Taxes (Tables) |
Disclosure - Income Taxes (Tables) (USD $) |
12 Months Ended |
( IncomeTaxDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Schedule of Components of Income Tax Expense (Benefit) |
The income tax provision is summarized
as follows:
|
|
2018 |
|
|
2017 |
|
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
- |
|
|
$ |
- |
|
State |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
163,759 |
|
|
|
134,131 |
|
State |
|
|
- |
|
|
|
- |
|
Valuation allowance |
|
|
(163,759 |
) |
|
|
(134,131 |
) |
Total tax expense |
|
$ |
- |
|
|
$ |
- |
|
| |
( us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock ) |
| |
Schedule of Deferred Tax Assets |
|
|
2018 |
|
|
2017 |
|
Net loss carryforward |
|
|
163,759 |
|
|
|
134,131 |
|
Valuation allowance |
|
|
(163,759 |
) |
|
|
(134,131 |
) |
Total deferred tax assets |
|
$ |
- |
|
|
$ |
- |
|
| |
( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock ) |
| |
|
(End Disclosure - Income Taxes (Tables)) |
|
Disclosure - Business Description and Nature of Operations (Details Narrative) |
Disclosure - Business Description and Nature of Operations (Details Narrative) (FRH Prime Ltd. [Member], USD $) |
12 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
( dei:EntityDomain ) |
|
|
Generated volume rebates |
13,695 | |
16,947 | |
( custom:GeneratedVolumeRebates [Extension] ) |
| |
| |
|
(End Disclosure - Business Description and Nature of Operations (Details Narrative)) |
|
Disclosure - Summary of Significant Accounting Policies (Details Narrative) |
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) |
|
|
12 Months Ended |
7 Months Ended |
0 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Jul. 31, 2018 |
Jul. 19, 2017 |
( us-gaap:TypeOfArrangementAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
Definitive Asset Purchase Agreement [Member] |
( us-gaap:ArrangementsAndNonarrangementTransactionsMember ) |
|
|
|
|
|
|
Cash and cash equivalent |
210,064 | |
464,303 | |
| |
| |
| |
| |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
| |
| |
| |
| |
Allowance for doubtful, accounts receivable |
68,675 | |
19,000 | |
| |
| |
| |
| |
( us-gaap:AllowanceForDoubtfulAccountsReceivable ) |
| |
| |
| |
| |
| |
| |
Bad debt expense |
| |
| |
88,600 | |
19,000 | |
| |
| |
( custom:BadDebtExpense [Extension] ) |
| |
| |
| |
| |
| |
| |
Sales and marketing |
| |
| |
77,009 | |
153,325 | |
| |
| |
( us-gaap:SellingAndMarketingExpense ) |
| |
| |
| |
| |
| |
| |
Sales percentage |
| |
| |
0.1436 | |
0.2761 | |
| |
| |
( us-gaap:ConcentrationRiskPercentage1 ) |
| |
| |
| |
| |
| |
| |
Rent payment per month |
| |
| |
890 | |
| |
890 | |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
Cost of future development |
| |
| |
| |
| |
| |
250,000 | |
( us-gaap:BusinessDevelopment ) |
| |
| |
| |
| |
| |
| |
Proceeds from sale of source code |
| |
| |
| |
160,000 | |
| |
| |
( custom:ProceedsFromSaleOfSourceCode [Extension] ) |
| |
| |
| |
| |
| |
| |
Revenue recognized |
| |
| |
| |
160,000 | |
| |
| |
( us-gaap:DeferredRevenueRevenueRecognized1 ) |
| |
| |
| |
| |
| |
| |
Software development revenue wrote-off |
18,675 | |
| |
| |
| |
| |
| |
( custom:SoftwareDevelopmentRevenueWroteoff [Extension] ) |
| |
| |
| |
| |
| |
| |
Proceeds from settlement of delivered services |
| |
| |
| |
| |
| |
| |
( custom:ProceedsFromSettlementOfDeliveredServices [Extension] ) |
| |
| |
| |
| |
| |
| |
Research and development cost |
| |
| |
17,752 | |
91,131 | |
| |
| |
( us-gaap:ResearchAndDevelopmentExpense ) |
| |
| |
| |
| |
| |
| |
Estimated useful life of the software |
| |
| |
P3Y | |
P3Y | |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
| |
| |
Amortization expense |
| |
| |
8,640 | |
8,640 | |
| |
| |
( us-gaap:AdjustmentForAmortization ) |
| |
| |
| |
| |
| |
| |
Amortized discount |
| |
| |
� | |
97,996 | |
| |
| |
( us-gaap:AmortizationOfDebtDiscountPremium ) |
| |
| |
| |
| |
| |
| |
Intrinsic value |
| |
97,996 | |
| |
| |
| |
| |
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding ) |
| |
| |
| |
| |
| |
| |
Number of common shares basic and diluted |
| |
| |
68,533,332 | |
67,234,519 | |
| |
| |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
| |
| |
Potentially dilutive shares |
| |
| |
| |
| |
| |
| |
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) |
1 Month Ended |
12 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
Aug. 31, 2018 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
( us-gaap:TypeOfArrangementAxis ) |
|
|
|
|
|
|
|
Asset Purchase Agreement [Member] |
Top 3 Customers [Member] Sales Revenue, Net [Member] |
Top 3 Customers [Member] Sales Revenue, Net [Member] |
Top 4 Customers [Member] Accounts Receivable [Member] |
Top 4 Customers [Member] Accounts Receivable [Member] |
FRH Group [Member] |
( us-gaap:ArrangementsAndNonarrangementTransactionsMember ) |
|
|
|
|
|
|
Cash and cash equivalent |
| |
| |
| |
| |
| |
| |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
| |
| |
| |
| |
Allowance for doubtful, accounts receivable |
| |
| |
| |
| |
| |
| |
( us-gaap:AllowanceForDoubtfulAccountsReceivable ) |
| |
| |
| |
| |
| |
| |
Bad debt expense |
| |
| |
| |
| |
| |
| |
( custom:BadDebtExpense [Extension] ) |
| |
| |
| |
| |
| |
| |
Sales and marketing |
| |
| |
| |
| |
| |
| |
( us-gaap:SellingAndMarketingExpense ) |
| |
| |
| |
| |
| |
| |
Sales percentage |
| |
0.5353 | |
0.7306 | |
0.8355 | |
0.4992 | |
| |
( us-gaap:ConcentrationRiskPercentage1 ) |
| |
| |
| |
| |
| |
| |
Rent payment per month |
| |
| |
| |
| |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
Cost of future development |
| |
| |
| |
| |
| |
| |
( us-gaap:BusinessDevelopment ) |
| |
| |
| |
| |
| |
| |
Proceeds from sale of source code |
| |
| |
| |
| |
| |
| |
( custom:ProceedsFromSaleOfSourceCode [Extension] ) |
| |
| |
| |
| |
| |
| |
Revenue recognized |
| |
| |
| |
| |
| |
| |
( us-gaap:DeferredRevenueRevenueRecognized1 ) |
| |
| |
| |
| |
| |
| |
Software development revenue wrote-off |
| |
| |
| |
| |
| |
| |
( custom:SoftwareDevelopmentRevenueWroteoff [Extension] ) |
| |
| |
| |
| |
| |
| |
Proceeds from settlement of delivered services |
17,750 | |
| |
| |
| |
| |
| |
( custom:ProceedsFromSettlementOfDeliveredServices [Extension] ) |
| |
| |
| |
| |
| |
| |
Research and development cost |
| |
| |
| |
| |
| |
| |
( us-gaap:ResearchAndDevelopmentExpense ) |
| |
| |
| |
| |
| |
| |
Estimated useful life of the software |
| |
| |
| |
| |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
| |
| |
Amortization expense |
| |
| |
| |
| |
| |
| |
( us-gaap:AdjustmentForAmortization ) |
| |
| |
| |
| |
| |
| |
Amortized discount |
| |
| |
| |
| |
| |
| |
( us-gaap:AmortizationOfDebtDiscountPremium ) |
| |
| |
| |
| |
| |
| |
Intrinsic value |
| |
| |
| |
| |
| |
| |
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding ) |
| |
| |
| |
| |
| |
| |
Number of common shares basic and diluted |
| |
| |
| |
| |
| |
| |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
| |
| |
Potentially dilutive shares |
| |
| |
| |
| |
| |
20,000,000 | |
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Details Narrative)) |
|
Disclosure - Management's Plans (Details Narrative) |
Disclosure - Management's Plans (Details Narrative) (USD $) |
|
|
12 Months Ended |
( custom:ManagementsPlansAbstract [Extension] ) |
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit |
(779,804 | ) |
(638,717 | ) |
| |
| |
( us-gaap:RetainedEarningsAccumulatedDeficit ) |
| |
| |
| |
| |
Net loss |
| |
| |
(141,088 | ) |
(394,556 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
Cash on hand |
210,064 | |
| |
| |
| |
( us-gaap:Cash ) |
| |
| |
| |
| |
|
(End Disclosure - Management's Plans (Details Narrative)) |
|
Disclosure - Capitalized Software Costs (Details Narrative) |
Disclosure - Capitalized Software Costs (Details Narrative) (USD $) |
12 Months Ended |
|
|
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated useful life of capitalized software |
P3Y | |
P3Y | |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
Gross capitalized software asset |
| |
| |
561,443 | |
320,302 | |
( us-gaap:CapitalizedComputerSoftwareGross ) |
| |
| |
| |
| |
Accumulated software depreciation and amortization expenses |
| |
| |
22,320 | |
13,680 | |
( us-gaap:CapitalizedComputerSoftwareAccumulatedAmortization ) |
| |
| |
| |
| |
Unamortized balance of capitalized software |
| |
| |
539,123 | |
306,622 | |
( us-gaap:CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers ) |
| |
| |
| |
| |
|
(End Disclosure - Capitalized Software Costs (Details Narrative)) |
|
Disclosure - Capitalized Software Costs - Schedule of Estimated Future Amortization Expense (Details) |
Disclosure - Capitalized Software Costs - Schedule of Estimated Future Amortization Expense (Details) (USD $) |
|
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Fiscal year ended December 31, 2019 |
36,087 | |
( us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths ) |
| |
Fiscal year ended December 31, 2020 |
178,993 | |
( us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo ) |
| |
Fiscal year ended December 31, 2021 |
178,993 | |
( us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearThree ) |
| |
Fiscal year ended December 31, 2022 |
146,507 | |
( us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFour ) |
| |
Fiscal year ended December 31, 2023 |
0 | |
( us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFive ) |
| |
|
(End Disclosure - Capitalized Software Costs - Schedule of Estimated Future Amortization Expense (Details)) |
|
Disclosure - Related Party Transactions (Details Narrative) |
Disclosure - Related Party Transactions (Details Narrative) (USD $) |
12 Months Ended |
|
14 Months Ended |
|
0 Months Ended |
( us-gaap:RelatedPartyTransactionsAbstract ) |
|
|
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Mar. 21, 2017 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
|
|
FRH Prime Ltd. [Member] |
FRH Prime Ltd. [Member] |
FRH Group Ltd [Member] Convertible Promissory Notes [Member] |
FRH Group Ltd [Member] Convertible Promissory Notes [Member] |
FRH Group Ltd [Member] Convertible Promissory Notes [Member] Maximum [Member] |
Stock Purchase Agreement [Member] Susan Eaglstein [Member] |
( dei:EntityDomain ) |
|
|
|
|
|
|
Generated volume rebates |
13,695 | |
16,947 | |
| |
| |
| |
| |
( custom:GeneratedVolumeRebates [Extension] ) |
| |
| |
| |
| |
| |
| |
Short term borrowing |
| |
| |
1,000,000 | |
| |
| |
| |
( us-gaap:ShortTermBorrowings ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
| |
| |
April 24, 2019 and June 30, 2019 | |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
Debt instrument convertible per shares |
| |
| |
0.10 | |
| |
0.05 | |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
Interest rate |
| |
| |
0.06 | |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
| |
| |
| |
| |
1,000,000 | |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period, value |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Related Party Transactions (Details Narrative) (USD $) |
( us-gaap:RelatedPartyTransactionsAbstract ) |
|
Mar. 21, 2017 |
Mar. 21, 2017 |
( dei:LegalEntityAxis ) |
|
|
|
Stock Purchase Agreement [Member] Brent Eaglstein [Member] |
Stock Purchase Agreement [Member] Susan Eaglstein and Brent Eaglstein [Member] |
( dei:EntityDomain ) |
|
|
Generated volume rebates |
| |
| |
( custom:GeneratedVolumeRebates [Extension] ) |
| |
| |
Short term borrowing |
| |
| |
( us-gaap:ShortTermBorrowings ) |
| |
| |
Debt instrument maturity date, description |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
Debt instrument convertible per shares |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
Interest rate |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
Number of shares issued during period |
400,000 | |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
Number of shares issued during period, value |
| |
70,000 | |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
|
(End Disclosure - Related Party Transactions (Details Narrative)) |
|
Disclosure - Line of Credit (Details Narrative) |
Disclosure - Line of Credit (Details Narrative) (USD $) |
|
12 Months Ended |
|
|
( us-gaap:LineOfCreditFacilityAbstract ) |
|
|
|
|
|
Jun. 24, 2016 |
Dec. 31, 2018 |
Dec. 31, 2018 |
Dec. 31, 2017 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
Bank of America [Member] |
|
|
|
( dei:EntityDomain ) |
|
|
|
|
Revolving line of credit |
35,000 | |
| |
| |
| |
( us-gaap:LineOfCredit ) |
| |
| |
| |
| |
Line of credit average interest rate, purchases |
| |
0.12 | |
| |
| |
( custom:LineOfCreditAverageInterestRatePurchase [Extension] ) |
| |
| |
| |
| |
Line of credit average interest rate, cash drawn |
| |
0.25 | |
| |
| |
( custom:LineOfCreditAverageInterestRateCashDrawn [Extension] ) |
| |
| |
| |
| |
Line of credit outstanding balance |
| |
| |
17,626 | |
17,247 | |
( us-gaap:LinesOfCreditCurrent ) |
| |
| |
| |
| |
|
(End Disclosure - Line of Credit (Details Narrative)) |
|
Disclosure - Notes Payable - Related Party (Details Narrative) |
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $) |
|
0 Months Ended |
|
|
0 Months Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
Feb. 22, 2016 |
Feb. 22, 2016 |
Feb. 22, 2016 |
Feb. 22, 2016 |
Feb. 22, 2016 |
May. 16, 2016 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Common Stock [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
Debt instrument, face value |
100,000 | |
| |
| |
| |
| |
400,000 | |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
| |
2018-02-28 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
The Maturity Date of the Note was extended to December 31, 2018 and additional extension to June 30, 2019 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
Debt interest rate |
0.06 | |
| |
| |
| |
| |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
0.10 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion per shares |
0.10 | |
| |
0.10 | |
0.05 | |
| |
0.10 | |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
1,000,000 | |
| |
| |
2,000,000 | |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate |
| |
0.30 | |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentRate ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Accrued interest, current |
| |
| |
| |
| |
| |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, non-current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleLongTermNotesPayable ) |
| |
| |
| |
| |
| |
| |
Accrued interest, non-current |
| |
| |
| |
| |
| |
| |
( custom:AccruedInterestNoncurrent [Extension] ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $) |
0 Months Ended |
|
|
0 Months Ended |
|
0 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
May. 16, 2016 |
May. 16, 2016 |
May. 16, 2016 |
May. 16, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Common Stock [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
Debt instrument, face value |
| |
| |
| |
| |
250,000 | |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
2018-05-31 | |
| |
| |
| |
| |
2018-11-30 | |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
The Maturity Date of the Note was extended to December 31, 2018 and additional extension to June 30, 2019 | |
| |
| |
| |
| |
Additional extension to December 31, 2018. The note was further extended to June 30, 2019 (the âMaturity Dateâ) | |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
Debt interest rate |
| |
| |
| |
| |
0.06 | |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
0.10 | |
| |
| |
| |
| |
0.10 | |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion per shares |
| |
0.10 | |
0.05 | |
| |
0.10 | |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
4,000,000 | |
| |
| |
8,000,000 | |
| |
2,500,000 | |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate |
0.30 | |
| |
| |
| |
| |
0.30 | |
( us-gaap:DebtConversionConvertedInstrumentRate ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Accrued interest, current |
| |
| |
| |
| |
| |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, non-current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleLongTermNotesPayable ) |
| |
| |
| |
| |
| |
| |
Accrued interest, non-current |
| |
| |
| |
| |
| |
| |
( custom:AccruedInterestNoncurrent [Extension] ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $) |
|
|
0 Months Ended |
|
0 Months Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
Nov. 17, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
Convertible Notes [Member] FRH Group Ltd [Member] Common Stock [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Common Stock [Member] Maximum [Member] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
Debt instrument, face value |
| |
| |
| |
250,000 | |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
| |
| |
| |
| |
2019-04-24 | |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
Debt interest rate |
| |
| |
| |
0.06 | |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
| |
| |
| |
0.10 | |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion per shares |
0.10 | |
0.05 | |
| |
0.10 | |
| |
0.10 | |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
| |
5,000,000 | |
| |
2,500,000 | |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate |
| |
| |
| |
| |
0.30 | |
| |
( us-gaap:DebtConversionConvertedInstrumentRate ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Accrued interest, current |
| |
| |
| |
| |
| |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
Convertible notes payable, non-current |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleLongTermNotesPayable ) |
| |
| |
| |
| |
| |
| |
Accrued interest, non-current |
| |
| |
| |
| |
| |
| |
( custom:AccruedInterestNoncurrent [Extension] ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $) |
|
0 Months Ended |
|
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
Apr. 24, 2017 |
Apr. 24, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
Convertible Notes [Member] FRH Group Ltd [Member] Maximum [Member] |
|
|
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
Debt instrument, face value |
| |
| |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
Debt instrument maturity date |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
Debt interest rate |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
Debt instrument conversion per shares |
0.05 | |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
5,000,000 | |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
Debt instrument conversion rate |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentRate ) |
| |
| |
| |
| |
Convertible notes payable, current |
| |
| |
1,000,000 | |
750,000 | |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
| |
| |
Accrued interest, current |
| |
| |
136,908 | |
52,617 | |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
Convertible notes payable, non-current |
| |
| |
� | |
250,000 | |
( us-gaap:ConvertibleLongTermNotesPayable ) |
| |
| |
| |
| |
Accrued interest, non-current |
| |
| |
� | |
24,292 | |
( custom:AccruedInterestNoncurrent [Extension] ) |
| |
| |
| |
| |
|
(End Disclosure - Notes Payable - Related Party (Details Narrative)) |
|
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) |
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (FRH Group Note [Member], USD $) |
0 Months Ended |
|
0 Months Ended |
|
0 Months Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
Feb. 22, 2016 |
Feb. 22, 2016 |
May. 16, 2016 |
May. 16, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
|
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
Original Amount of Note |
100,000 | |
| |
400,000 | |
| |
250,000 | |
| |
( us-gaap:DebtConversionOriginalDebtAmount1 ) |
| |
| |
| |
| |
| |
| |
Outstanding Principal Balance |
| |
100,000 | |
| |
400,000 | |
| |
250,000 | |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
Maturity Date |
2019-06-30 | [1] |
| |
2019-06-30 | [1] |
| |
2019-06-30 | [1] |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
Interest rate |
| |
0.06 | |
| |
0.06 | |
| |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Date to which interest has been paid |
Accrued | |
| |
Accrued | |
| |
Accrued | |
| |
( us-gaap:DebtConversionConvertedInstrumentType ) |
| |
| |
| |
| |
| |
| |
Conversion Rate |
| |
0.10 | |
| |
0.10 | |
| |
0.10 | |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
Floor Conversion Price |
| |
0.05 | |
| |
0.05 | |
| |
0.05 | |
( custom:FloorConversionPrice [Extension] ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (FRH Group Note [Member], USD $) |
0 Months Ended |
|
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
Apr. 24, 2017 |
Apr. 24, 2017 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
| |
| |
|
| |
| |
Original Amount of Note |
250,000 | |
| |
( us-gaap:DebtConversionOriginalDebtAmount1 ) |
| |
| |
Outstanding Principal Balance |
| |
250,000 | |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
Maturity Date |
2019-04-24 | [1] |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
Interest rate |
| |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
Date to which interest has been paid |
Accrued | |
| |
( us-gaap:DebtConversionConvertedInstrumentType ) |
| |
| |
Conversion Rate |
| |
0.10 | |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
Floor Conversion Price |
| |
0.05 | |
( custom:FloorConversionPrice [Extension] ) |
| |
| |
Footnotes: |
1. | | Note Extension - The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity date from December 31, 2018, to June 30, 2019. The Convertible Promissory Note with the face value $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the maturity date from December 31, 2018, to June 30, 2019. The Convertible Promissory Note with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from December 31, 2018, to June 30, 2019. The Company, by execution of the note extension agreement, represents and warrants that as of the date hereof, no Event of Default exists or is continuing concerning the Promissory Note. |
|
(End Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details)) |
|
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical) |
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical) (Convertible Promissory Notes [Member], USD $) |
|
0 Months Ended |
|
0 Months Ended |
|
0 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
Feb. 22, 2016 |
Feb. 22, 2016 |
May. 16, 2016 |
May. 16, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
Debt instrument, face value |
100,000 | |
| |
400,000 | |
| |
250,000 | |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
Coupon rate |
0.06 | |
| |
0.06 | |
| |
0.06 | |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
Extend the maturity date from December 31, 2018, to June 30, 2019 | |
| |
Extend the maturity date from December 31, 2018, to June 30, 2019 | |
| |
Extend the maturity date from December 31, 2018, to June 30, 2019 | |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical)) |
|
Disclosure - Commitments and Contingencies (Details Narrative) |
Disclosure - Commitments and Contingencies (Details Narrative) (USD $) |
12 Months Ended |
7 Months Ended |
1 Month Ended |
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2016 |
Jul. 31, 2016 |
Sep. 30, 2018 |
( us-gaap:AwardDateAxis ) |
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer [Member] |
Chief Financial Officer [Member] |
Chief Executive Officer [Member] |
( us-gaap:AwardDateDomain ) |
|
|
|
|
|
|
|
| |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
| |
Rental expense |
8,253 | |
19,974 | |
| |
| |
| |
| |
( us-gaap:LeaseAndRentalExpense ) |
| |
| |
| |
| |
| |
| |
Rent payment per month |
890 | |
| |
890 | |
| |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
Payment of monthly compensation |
| |
| |
| |
8,000 | |
6,250 | |
5,000 | |
( us-gaap:OfficersCompensation ) |
| |
| |
| |
| |
| |
| |
Interest rate |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
Accrued interest |
| |
| |
| |
| |
| |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Commitments and Contingencies (Details Narrative) (USD $) |
|
|
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
( us-gaap:AwardDateAxis ) |
|
|
|
FRH Group Note [Member] |
FRH Group Note [Member] |
( us-gaap:AwardDateDomain ) |
|
|
|
| |
| |
|
| |
| |
Rental expense |
| |
| |
( us-gaap:LeaseAndRentalExpense ) |
| |
| |
Rent payment per month |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
Payment of monthly compensation |
| |
| |
( us-gaap:OfficersCompensation ) |
| |
| |
Interest rate |
0.06 | |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
Accrued interest |
136,908 | |
52,617 | |
( us-gaap:InterestPayableCurrent ) |
| |
| |
|
(End Disclosure - Commitments and Contingencies (Details Narrative)) |
|
Disclosure - Stockholders' Deficit (Details Narrative) |
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
|
|
0 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 12, 2016 |
Dec. 12, 2016 |
Dec. 12, 2016 |
Jan. 21, 2016 |
( us-gaap:TitleOfIndividualAxis ) |
|
|
|
|
|
|
|
|
|
Mitchell Eaglstein [Member] |
Imran Firoz [Member] |
FRH Group Ltd [Member] |
Mitchell Eaglstein [Member] |
( us-gaap:TitleOfIndividualWithRelationshipToEntityDomain ) |
|
|
|
|
|
|
Authorized preferred stock |
10,000,000 | |
10,000,000 | |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
Preferred stock par value |
0.0001 | |
0.0001 | |
| |
| |
| |
| |
( us-gaap:PreferredStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
Authorized common stock |
100,000,000 | |
100,000,000 | |
| |
| |
| |
| |
( us-gaap:CommonStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
Common stock, par value |
0.0001 | |
0.0001 | |
| |
| |
| |
| |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
Common stock, shares issued |
68,533,332 | |
68,533,332 | |
| |
| |
| |
| |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
Common stock, shares outstanding |
68,533,332 | |
68,533,332 | |
| |
| |
| |
| |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
Preferred stock, shares issued |
4,000,000 | |
4,000,000 | |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
Preferred stock, shares outstanding |
4,000,000 | |
4,000,000 | |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period for services |
| |
| |
2,600,000 | |
400,000 | |
1,000,000 | |
30,000,000 | |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued, value |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period, value |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
( us-gaap:EquityAbstract ) |
|
Jan. 21, 2016 |
Dec. 12, 2016 |
Mar. 15, 2017 |
Mar. 15, 2017 |
Mar. 17, 2017 |
Mar. 21, 2017 |
( us-gaap:TitleOfIndividualAxis ) |
|
|
|
|
|
|
|
Imran Firoz [Member] |
Two Founding Members [Member] |
|
Three Individuals [Member] |
Susan Eaglstein [Member] |
Bret Eaglstein [Member] |
( us-gaap:TitleOfIndividualWithRelationshipToEntityDomain ) |
|
|
|
|
|
|
Authorized preferred stock |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
Preferred stock par value |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
Authorized common stock |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesAuthorized ) |
| |
| |
| |
| |
| |
| |
Common stock, par value |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
Common stock, shares issued |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
Common stock, shares outstanding |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
Preferred stock, shares issued |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
Preferred stock, shares outstanding |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesOutstanding ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period for services |
5,310,000 | |
28,600,000 | |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued |
| |
| |
1,000,000 | |
1,500,000 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued, value |
| |
| |
50,000 | |
75,000 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
| |
| |
| |
1,000,000 | |
400,000 | |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
Number of shares issued during period, value |
| |
| |
| |
| |
50,000 | |
20,000 | |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
3 Months Ended |
0 Months Ended |
12 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
|
|
Oct. 3, 2017 |
Oct. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2018 |
( us-gaap:TitleOfIndividualAxis ) |
|
|
|
|
|
Class A Warrant [Member] |
Management Consultant [Member] |
Eight Consultant [Member] January 15, 2019 [Member] |
Eight Consultant [Member] From January 29, 2019 to February 15, 2019 [Member] |
( us-gaap:TitleOfIndividualWithRelationshipToEntityDomain ) |
|
|
|
|
Authorized preferred stock |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesAuthorized ) |
| |
| |
| |
| |
Preferred stock par value |
| |
| |
| |
| |
( us-gaap:PreferredStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
Authorized common stock |
| |
| |
| |
| |
( us-gaap:CommonStockSharesAuthorized ) |
| |
| |
| |
| |
Common stock, par value |
| |
| |
| |
| |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
Common stock, shares issued |
| |
| |
| |
| |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
| |
| |
Common stock, shares outstanding |
| |
| |
| |
| |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
| |
| |
Preferred stock, shares issued |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesIssued ) |
| |
| |
| |
| |
Preferred stock, shares outstanding |
| |
| |
| |
| |
( us-gaap:PreferredStockSharesOutstanding ) |
| |
| |
| |
| |
Number of shares issued during period for services |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
Number of restricted common shares issued |
| |
70,000 | |
60,000 | |
| |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
| |
Number of restricted common shares issued, value |
| |
10,500 | |
9,000 | |
| |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
| |
Number of shares issued during period |
653,332 | |
| |
| |
33,000 | |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
Number of shares issued during period, value |
98,000 | |
| |
| |
4,950 | |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
|
(End Disclosure - Stockholders' Deficit (Details Narrative)) |
|
Disclosure - Warrants (Details Narrative) |
Disclosure - Warrants (Details Narrative) (USD $) |
0 Months Ended |
|
|
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
|
|
Jun. 1, 2017 |
Jun. 1, 2017 |
Dec. 31, 2018 |
Dec. 31, 2018 |
( us-gaap:SubsidiarySaleOfStockAxis ) |
|
|
|
|
|
Private Placement [Member] |
Private Placement [Member] Maximum [Member] |
Class A Warrant [Member] |
Warrant [Member] |
( us-gaap:SaleOfStockNameOfTransactionDomain ) |
|
|
|
|
|
| |
| |
| |
| |
|
| |
| |
| |
| |
Proceeds from private placement |
600,000 | |
| |
| |
| |
( us-gaap:ProceedsFromIssuanceOfPrivatePlacement ) |
| |
| |
| |
| |
Number of units offering during period |
| |
4,000,000 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
Description of warrants |
Each unit (a "Unit") consists of one share of Common Stock, par value $.0001 per share (the âCommon Stock) and one redeemable Class A Warrant (the âClass A Warrant(s)â) of the Company. The Company closed the private placement effective December 15, 2017. | |
| |
| |
| |
( custom:DescriptionOfWarrants [Extension] ) |
| |
| |
| |
| |
Warrants to purchase shares |
| |
| |
1 | |
| |
( us-gaap:ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights ) |
| |
| |
| |
| |
Common stock, per share |
| |
| |
0.30 | |
1.00 | |
( us-gaap:SharesIssuedPricePerShare ) |
| |
| |
| |
| |
Warrant expiration date |
| |
| |
2019-04-30 | |
| |
( us-gaap:WarrantsAndRightsOutstandingMaturityDate ) |
| |
| |
| |
| |
Warrant exercise price |
| |
| |
| |
0.05 | |
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 ) |
| |
| |
| |
| |
|
(End Disclosure - Warrants (Details Narrative)) |
|
Disclosure - Warrants - Schedule of Warrants Activity (Details) |
Disclosure - Warrants - Schedule of Warrants Activity (Details) (USD $) |
12 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
|
|
|
|
|
|
Original Number of Warrants Issued |
653,332 | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber ) |
| |
Exercise Price per Common Share |
0.30 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisePrice [Extension] ) |
| |
Exercisable at beginning |
653,332 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisable [Extension] ) |
| |
Became Exercisable |
� | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsBecameExercisable [Extension] ) |
| |
Exercised |
� | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised ) |
| |
Terminated/Cancelled/Expired |
� | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations ) |
| |
Exercisable at the end |
653,332 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisable [Extension] ) |
| |
Expiration Date |
2019-04-30 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirationDate [Extension] ) |
| |
|
(End Disclosure - Warrants - Schedule of Warrants Activity (Details)) |
|
Disclosure - Income Taxes (Details Narrative) |
Disclosure - Income Taxes (Details Narrative) (USD $) |
|
|
12 Months Ended |
( us-gaap:IncomeTaxDisclosureAbstract ) |
|
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2018 |
( us-gaap:IncomeTaxAuthorityAxis ) |
|
|
|
|
|
|
|
|
Deferred Tax Assets [Member] |
( us-gaap:IncomeTaxAuthorityDomain ) |
|
|
|
|
Future taxable income |
141,088 | |
394,556 | |
| |
| |
( us-gaap:OperatingLossCarryforwards ) |
| |
| |
| |
| |
Income tax examination description |
| |
| |
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the âActâ). The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate federal tax rate from a maximum of 35% to a 21% rate. | |
| |
( us-gaap:IncomeTaxExaminationDescription ) |
| |
| |
| |
| |
Federal tax rate |
| |
| |
0.21 | |
0.21 | |
( us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate ) |
| |
| |
| |
| |
Change in valuation allowances |
| |
| |
29,628 | |
| |
( us-gaap:IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance ) |
| |
| |
| |
| |
Federal and state net operating loss carry-forwards |
779,804 | |
638,717 | |
| |
| |
( us-gaap:DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal ) |
| |
| |
| |
| |
Net operating loss carry forward description |
| |
| |
Expiring beginning in 2037 for federal and 2037 for state. | |
| |
( custom:NetOperatingLossCarryForwardDescription [Extension] ) |
| |
| |
| |
| |
|
(End Disclosure - Income Taxes (Details Narrative)) |
|
Disclosure - Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) |
Disclosure - Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) |
12 Months Ended |
( us-gaap:IncomeTaxDisclosureAbstract ) |
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Current: Federal |
� | |
� | |
( us-gaap:CurrentFederalTaxExpenseBenefit ) |
| |
| |
Current: State |
� | |
� | |
( us-gaap:CurrentStateAndLocalTaxExpenseBenefit ) |
| |
| |
Current: Income tax expense |
� | |
� | |
( us-gaap:CurrentFederalStateAndLocalTaxExpenseBenefit ) |
| |
| |
Deferred: Federal |
163,759 | |
134,131 | |
( us-gaap:DeferredFederalIncomeTaxExpenseBenefit ) |
| |
| |
Deferred: State |
� | |
� | |
( us-gaap:DeferredStateAndLocalIncomeTaxExpenseBenefit ) |
| |
| |
Valuation allowance |
(163,759 | ) |
(134,131 | ) |
( us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount ) |
| |
| |
Total tax expense |
� | |
� | |
( us-gaap:IncomeTaxExpenseBenefit ) |
| |
| |
|
(End Disclosure - Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details)) |
|
Disclosure - Income Taxes - Schedule of Deferred Tax Assets (Details) |
Disclosure - Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $) |
|
|
( us-gaap:IncomeTaxDisclosureAbstract ) |
|
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
|
|
|
|
|
|
|
|
Net loss carryforward |
163,759 | |
134,131 | |
( us-gaap:DeferredTaxAssetsOperatingLossCarryforwards ) |
| |
| |
Valuation allowance |
(163,759 | ) |
(134,131 | ) |
( us-gaap:DeferredTaxAssetsValuationAllowance ) |
| |
| |
Net deferred tax assets |
� | |
� | |
( us-gaap:DeferredTaxAssetsNet ) |
| |
| |
|
(End Disclosure - Income Taxes - Schedule of Deferred Tax Assets (Details)) |
|
Disclosure - Subsequent Events (Details Narrative) |
Disclosure - Subsequent Events (Details Narrative) (USD $) |
1 Month Ended |
0 Months Ended |
( us-gaap:SubsequentEventsAbstract ) |
|
|
|
Feb. 15, 2019 |
Feb. 26, 2019 |
Jan. 15, 2019 |
( us-gaap:SubsequentEventTypeAxis ) |
|
|
|
|
Subsequent Event [Member] |
Subsequent Event [Member] |
Subsequent Event [Member] Eight Consultant [Member] |
( us-gaap:SubsequentEventTypeDomain ) |
|
|
|
Number of shares issued during period |
33,000 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
Number of shares issued during period, value |
4,950 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
Number of unissued shares |
| |
2,967,000 | |
| |
( custom:NumberOfUnissuedShares [Extension] ) |
| |
| |
| |
Number of restricted common shares issued |
| |
| |
60,000 | |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
Number of restricted common shares issued, value |
| |
| |
9,000 | |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
|
(End Disclosure - Subsequent Events (Details Narrative)) |
Contexts |
ID |
Period |
CIK |
Dimensions |
From2018-01-01to2018-12-31 |
2018-01-01 - 2018-12-31 |
0001722731 |
|
AsOf2018-09-19 |
2018-09-19 |
0001722731 |
|
AsOf2018-12-31 |
2018-12-31 |
0001722731 |
|
AsOf2017-12-31 |
2017-12-31 |
0001722731 |
|
From2018-10-01to2018-12-31 |
2018-10-01 - 2018-12-31 |
0001722731 |
|
From2017-10-01to2017-12-31 |
2017-10-01 - 2017-12-31 |
0001722731 |
|
From2017-01-01to2017-12-31 |
2017-01-01 - 2017-12-31 |
0001722731 |
|
From2017-01-01to2017-12-31_us-gaap_PreferredStockMember |
2017-01-01 - 2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2016-12-31_us-gaap_PreferredStockMember |
2016-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2017-12-31_us-gaap_PreferredStockMember |
2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2017-01-01to2017-12-31_us-gaap_CommonStockMember |
2017-01-01 - 2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2016-12-31_us-gaap_CommonStockMember |
2016-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2017-12-31_us-gaap_CommonStockMember |
2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2017-01-01to2017-12-31_us-gaap_AdditionalPaidInCapitalMember |
2017-01-01 - 2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2016-12-31_us-gaap_AdditionalPaidInCapitalMember |
2016-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2017-12-31_us-gaap_AdditionalPaidInCapitalMember |
2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2017-01-01to2017-12-31_us-gaap_RetainedEarningsMember |
2017-01-01 - 2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2016-12-31_us-gaap_RetainedEarningsMember |
2016-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2017-12-31_us-gaap_RetainedEarningsMember |
2017-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2017-01-02to2017-12-30 |
2017-01-02 - 2017-12-30 |
0001722731 |
|
AsOf2016-12-31 |
2016-12-31 |
0001722731 |
|
From2018-01-01to2018-12-31_us-gaap_PreferredStockMember |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2018-12-31_us-gaap_PreferredStockMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2018-01-01to2018-12-31_us-gaap_CommonStockMember |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2018-12-31_us-gaap_CommonStockMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2018-01-01to2018-12-31_us-gaap_AdditionalPaidInCapitalMember |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2018-12-31_us-gaap_AdditionalPaidInCapitalMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2018-01-01to2018-12-31_us-gaap_RetainedEarningsMember |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2018-12-31_us-gaap_RetainedEarningsMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2018-12-31_srt_MinimumMember |
2018-12-31 |
0001722731 |
srt:RangeAxis: srt:MinimumMember |
AsOf2018-12-31_srt_MaximumMember |
2018-12-31 |
0001722731 |
srt:RangeAxis: srt:MaximumMember |
AsOf2017-04-24_custom_FRHGroupNoteIVMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteIVMember |
From2017-04-23to2017-04-24_custom_FRHGroupNoteIVMember |
2017-04-23 - 2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteIVMember |
AsOf2017-09-30 |
2017-09-30 |
0001722731 |
|
From2017-01-01to2017-12-31_custom_FRHPrimeLtdMember |
2017-01-01 - 2017-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember |
From2018-01-01to2018-12-31_custom_FRHPrimeLtdMember |
2018-01-01 - 2018-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember |
AsOf2017-04-24_custom_FRHGroupLtdMember_custom_ConvertiblePromissoryNotesMember |
2017-04-24 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
AsOf2018-12-31_custom_FRHPrimeLtdMember_us-gaap_CommonStockMember |
2018-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2017-04-24_custom_FRHGroupLtdMember_custom_ConvertiblePromissoryNotesMember_srt_MaximumMember |
2017-04-24 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember srt:RangeAxis: srt:MaximumMember |
AsOf2018-12-31_custom_FRHPrimeLtdMember_custom_NotesPayableMember |
2018-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember us-gaap:DebtInstrumentAxis: custom:NotesPayableMember |
From2016-02-21to2017-04-24_custom_FRHGroupLtdMember_custom_ConvertiblePromissoryNotesMember |
2016-02-21 - 2017-04-24 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2017-03-14to2017-03-21_custom_StockPurchaseAgreementMember_custom_SusanEaglsteinMember |
2017-03-14 - 2017-03-21 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:StockPurchaseAgreementMember us-gaap:RelatedPartyTransactionsByRelatedPartyAxis: custom:SusanEaglsteinMember |
From2017-03-14to2017-03-21_custom_StockPurchaseAgreementMember_custom_BrentEaglsteinMember |
2017-03-14 - 2017-03-21 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:StockPurchaseAgreementMember us-gaap:RelatedPartyTransactionsByRelatedPartyAxis: custom:BrentEaglsteinMember |
From2017-03-14to2017-03-21_custom_StockPurchaseAgreementMember_custom_SusanEaglsteinAndBrentEaglsteinMember |
2017-03-14 - 2017-03-21 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:StockPurchaseAgreementMember us-gaap:RelatedPartyTransactionsByRelatedPartyAxis: custom:SusanEaglsteinAndBrentEaglsteinMember |
AsOf2016-06-24_custom_BankOfAmericaMember |
2016-06-24 |
0001722731 |
dei:LegalEntityAxis: custom:BankOfAmericaMember |
From2018-01-01to2018-12-31_srt_MinimumMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:RangeAxis: srt:MinimumMember |
From2018-01-01to2018-12-31_srt_MaximumMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:RangeAxis: srt:MaximumMember |
AsOf2016-02-22_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
From2016-02-21to2016-02-22_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-02-21 - 2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
AsOf2016-02-22_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
From2016-02-21to2016-02-22_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-02-21 - 2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
AsOf2016-02-22_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_us-gaap_CommonStockMember_srt_MaximumMember |
2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember srt:RangeAxis: srt:MaximumMember |
AsOf2016-05-16_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
From2016-05-15to2016-05-16_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-05-15 - 2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
AsOf2016-05-16_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_us-gaap_CommonStockMember_srt_MaximumMember |
2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember srt:RangeAxis: srt:MaximumMember |
AsOf2016-05-16_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
From2016-05-15to2016-05-16_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-05-15 - 2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
AsOf2016-11-17_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
From2016-11-16to2016-11-17_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2016-11-16 - 2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
AsOf2016-11-17_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_us-gaap_CommonStockMember_srt_MaximumMember |
2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember srt:RangeAxis: srt:MaximumMember |
AsOf2016-11-17_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
From2016-11-16to2016-11-17_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2016-11-16 - 2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
AsOf2017-04-24_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
From2017-04-23to2017-04-24_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember |
2017-04-23 - 2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember |
AsOf2017-04-24_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_us-gaap_CommonStockMember_srt_MaximumMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember srt:RangeAxis: srt:MaximumMember |
AsOf2017-04-24_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
From2017-04-23to2017-04-24_custom_ConvertibleNotesMember_custom_FRHGroupLtdMember_srt_MaximumMember |
2017-04-23 - 2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertibleNotesMember dei:LegalEntityAxis: custom:FRHGroupLtdMember srt:RangeAxis: srt:MaximumMember |
From2016-02-21to2016-02-22_custom_FRHGroupNoteMember |
2016-02-21 - 2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2016-02-22_custom_FRHGroupNoteMember |
2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
From2016-05-15to2016-05-16_custom_FRHGroupNoteMember |
2016-05-15 - 2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2018-05-16_custom_FRHGroupNoteMember |
2018-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
From2016-11-16to2016-11-17_custom_FRHGroupNoteMember |
2016-11-16 - 2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2016-11-17_custom_FRHGroupNoteMember |
2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
From2017-04-23to2017-04-24_custom_FRHGroupNoteMember |
2017-04-23 - 2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2017-04-24_custom_FRHGroupNoteMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2016-02-22_custom_ConvertiblePromissoryNotesMember |
2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2016-02-21to2016-02-22_custom_ConvertiblePromissoryNotesMember |
2016-02-21 - 2016-02-22 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
AsOf2016-05-16_custom_ConvertiblePromissoryNotesMember |
2016-05-16 |
|