|
Document - Document and Entity Information |
Document - Document and Entity Information (USD $) |
9 Months Ended |
|
( dei:CoverAbstract ) |
|
|
|
Sep. 30, 2020 |
Nov. 2, 2020 |
|
|
|
|
|
|
|
|
|
Entity Registrant Name |
FDCTECH, INC. | |
| |
( dei:EntityRegistrantName ) |
| |
| |
Entity Central Index Key |
0001722731 | |
| |
( dei:EntityCentralIndexKey ) |
| |
| |
Document Type |
10-Q | |
| |
( dei:DocumentType ) |
| |
| |
Document Period End Date |
2020-09-30 | |
| |
( dei:DocumentPeriodEndDate ) |
| |
| |
Amendment Flag |
false | |
| |
( dei:AmendmentFlag ) |
| |
| |
Current Fiscal Year End Date |
--12-31 | |
| |
( dei:CurrentFiscalYearEndDate ) |
| |
| |
Entity Current Reporting Status |
Yes | |
| |
( dei:EntityCurrentReportingStatus ) |
| |
| |
Entity Interactive Data Current |
Yes | |
| |
( dei:EntityInteractiveDataCurrent ) |
| |
| |
Entity Filer Category |
Non-accelerated Filer | |
| |
( dei:EntityFilerCategory ) |
| |
| |
Entity Small Business Flag |
true | |
| |
( dei:EntitySmallBusiness ) |
| |
| |
Entity Emerging Growth Company |
true | |
| |
( dei:EntityEmergingGrowthCompany ) |
| |
| |
Entity Ex transition Period |
false | |
| |
( dei:EntityExTransitionPeriod ) |
| |
| |
Entity Shell Company |
false | |
| |
( dei:EntityShellCompany ) |
| |
| |
Entity Common Stock, Shares Outstanding |
| |
68,626,332 | |
( dei:EntityCommonStockSharesOutstanding ) |
| |
| |
Document Fiscal Period Focus |
Q3 | |
| |
( dei:DocumentFiscalPeriodFocus ) |
| |
| |
Document Fiscal Year Focus |
2020 | |
| |
( dei:DocumentFiscalYearFocus ) |
| |
| |
|
(End Document - Document and Entity Information) |
|
Statement - Consolidated Balance Sheets |
Statement - Consolidated Balance Sheets (USD $) |
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
|
|
|
|
|
|
|
|
|
Assets |
| |
| |
( us-gaap:AssetsAbstract ) |
| |
| |
Current assets: |
| |
| |
( us-gaap:AssetsCurrentAbstract ) |
| |
| |
Cash |
59,024 | |
27,884 | |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
Accounts receivable, net of allowance for doubtful accounts of $95,961 and $78,087, respectively |
15,365 | |
16,479 | |
( us-gaap:AccountsReceivableNetCurrent ) |
| |
| |
Other current assets |
26,628 | |
5,378 | |
( us-gaap:OtherAssetsCurrent ) |
| |
| |
Total Current assets |
101,017 | |
49,741 | |
( us-gaap:AssetsCurrent ) |
| |
| |
Capitalized software, net |
656,840 | |
689,625 | |
( us-gaap:CapitalizedComputerSoftwareNet ) |
| |
| |
Total assets |
757,857 | |
739,366 | |
( us-gaap:Assets ) |
| |
| |
Liabilities and Stockholders' Deficit |
| |
| |
( us-gaap:LiabilitiesAndStockholdersEquityAbstract ) |
| |
| |
Current liabilities: |
| |
| |
( us-gaap:LiabilitiesCurrentAbstract ) |
| |
| |
Accounts payable |
53,500 | |
21,000 | |
( us-gaap:AccountsPayableCurrent ) |
| |
| |
Line of credit |
35,723 | |
31,514 | |
( us-gaap:LinesOfCreditCurrent ) |
| |
| |
Payroll tax payable |
114,925 | |
99,498 | |
( us-gaap:TaxesPayableCurrent ) |
| |
| |
Related-party convertible notes payable - current |
1,000,000 | |
1,000,000 | |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
Related-party accrued interest - current |
241,908 | |
196,908 | |
( us-gaap:InterestPayableCurrent ) |
| |
| |
Cares act- paycheck protection program advance |
23,081 | |
� | |
( custom:CaresActPaycheckProtectionProgramAdvanceCurrent [Extension] ) |
| |
| |
Total Current liabilities |
1,469,137 | |
1,348,920 | |
( us-gaap:LiabilitiesCurrent ) |
| |
| |
SBA loan - non-current |
144,900 | |
� | |
( us-gaap:LongTermLoansPayable ) |
| |
| |
Cares act- paycheck protection program advance - non-current |
27,551 | |
| |
( custom:CaresActPaycheckProtectionProgramAdvanceNoncurrent [Extension] ) |
| |
| |
Accrued interest - non-current |
2,340 | |
� | |
( us-gaap:DepositLiabilitiesAccruedInterest ) |
| |
| |
Total liabilities |
1,643,928 | |
1,348,920 | |
( 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 September 30, 2020 and December 31, 2019 |
400 | |
400 | |
( us-gaap:PreferredStockValue ) |
| |
| |
Common stock, par value $0.0001, 100,000,000 shares authorized; 71,371,385 and 68,626,332 shares issued and outstanding, as of September 30, 2020 and December 31, 2019 |
6,862 | |
6,862 | |
( us-gaap:CommonStockValue ) |
| |
| |
Additional paid-in capital |
418,678 | |
418,678 | |
( us-gaap:AdditionalPaidInCapital ) |
| |
| |
Accumulated deficit |
(1,312,011 | ) |
(1,035,494 | ) |
( us-gaap:RetainedEarningsAccumulatedDeficit ) |
| |
| |
Total stockholders' deficit |
(886,071 | ) |
(609,554 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
Total liabilities and stockholders' deficit |
757,857 | |
739,366 | |
( us-gaap:LiabilitiesAndStockholdersEquity ) |
| |
| |
|
(End Statement - Consolidated Balance Sheets) |
|
Statement - Consolidated Balance Sheets (Parenthetical) |
Statement - Consolidated Balance Sheets (Parenthetical) (USD $) |
|
|
( us-gaap:StatementOfFinancialPositionAbstract ) |
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
|
|
|
|
|
|
|
|
|
Allowance for doubtful, accounts receivable |
95,961 | |
78,087 | |
( us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent ) |
| |
| |
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 |
71,371,385 | |
68,626,332 | |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
Common stock, shares outstanding |
71,371,385 | |
68,626,332 | |
( us-gaap:CommonStockSharesOutstanding ) |
| |
| |
|
(End Statement - Consolidated Balance Sheets (Parenthetical)) |
|
Statement - Consolidated Statements of Operations (Unaudited) |
Statement - Consolidated Statements of Operations (Unaudited) (USD $) |
3 Months Ended |
9 Months Ended |
( us-gaap:IncomeStatementAbstract ) |
|
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
43,000 | |
57,760 | |
173,407 | |
324,562 | |
( us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax ) |
| |
| |
| |
| |
Cost of sales |
68,616 | |
48,127 | |
183,344 | |
67,970 | |
( us-gaap:CostOfGoodsAndServicesSold ) |
| |
| |
| |
| |
Gross Profit |
(25,616 | ) |
9,633 | |
(9,937 | ) |
256,592 | |
( us-gaap:GrossProfit ) |
| |
| |
| |
| |
Operating expenses: |
| |
| |
| |
| |
( us-gaap:OperatingExpensesAbstract ) |
| |
| |
| |
| |
General and administrative |
7,796 | |
55,177 | |
216,865 | |
277,809 | |
( us-gaap:GeneralAndAdministrativeExpense ) |
| |
| |
| |
| |
Sales and marketing |
3,894 | |
3,636 | |
5,647 | |
19,817 | |
( us-gaap:SellingAndMarketingExpense ) |
| |
| |
| |
| |
Total operating expenses |
11,690 | |
58,813 | |
222,512 | |
297,626 | |
( us-gaap:OperatingExpenses ) |
| |
| |
| |
| |
Operating income (loss) |
(37,306 | ) |
(49,180 | ) |
(232,449 | ) |
(41,034 | ) |
( us-gaap:OperatingIncomeLoss ) |
| |
| |
| |
| |
Other income (expense): |
| |
| |
| |
| |
( us-gaap:NonoperatingIncomeExpenseAbstract ) |
| |
| |
| |
| |
Related-party interest expense |
(15,000 | ) |
(15,000 | ) |
(45,000 | ) |
(45,000 | ) |
( us-gaap:InterestExpenseRelatedParty ) |
| |
| |
| |
| |
Other interest expense |
(1,402 | ) |
� | |
(2,340 | ) |
� | |
( us-gaap:InterestExpenseOther ) |
| |
| |
| |
| |
Other income (expense) |
357 | |
� | |
3,272 | |
12 | |
( us-gaap:OtherNonoperatingIncomeExpense ) |
| |
| |
| |
| |
Total other expense |
(16,045 | ) |
(15,000 | ) |
(44,068 | ) |
(44,988 | ) |
( us-gaap:NonoperatingIncomeExpense ) |
| |
| |
| |
| |
Income (loss) before provision for income taxes |
(53,351 | ) |
(64,180 | ) |
(276,517 | ) |
(86,022 | ) |
( us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest ) |
| |
| |
| |
| |
Provision (benefit) for income taxes |
� | |
� | |
� | |
� | |
( us-gaap:IncomeTaxExpenseBenefit ) |
| |
| |
| |
| |
Net income (loss ) |
(53,351 | ) |
(64,180 | ) |
(276,517 | ) |
(86,022 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
Net income (loss) per common share, basic and diluted |
0.00 | |
0.00 | |
0.00 | |
0.00 | |
( us-gaap:EarningsPerShareBasicAndDiluted ) |
| |
| |
| |
| |
Weighted average number of common shares outstanding basic and diluted |
70,297,234 | |
68,626,332 | |
69,467,881 | |
68,618,343 | |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
|
(End Statement - Consolidated Statements of Operations (Unaudited)) |
|
Statement - Consolidated Statements of Stockholders' Deficit (Unaudited) |
Statement - Consolidated Statements of Stockholders' Deficit (Unaudited) (USD $) |
|
|
|
|
|
( us-gaap:StatementOfStockholdersEquityAbstract ) |
|
|
|
|
|
|
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
<Total> |
( us-gaap:StatementEquityComponentsAxis ) |
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:EquityComponentDomain ) |
|
|
|
|
|
From Jan. 1, 2019 to Sep. 30, 2019 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
6,853 | |
401,234 | |
(779,804 | ) |
(371,317 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,533,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share |
� | |
3 | |
4,947 | |
� | |
4,950 | |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share, shares |
| |
33,000 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued |
� | |
6 | |
8,994 | |
� | |
9,000 | |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued, shares |
| |
60,000 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service |
| |
| |
| |
| |
| |
( custom:SharesCancelledForNonservice [Extension] ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service, shares |
| |
| |
| |
| |
| |
( custom:SharesCancelledForNonserviceShares [Extension] ) |
| |
| |
| |
| |
| |
Net Loss |
� | |
� | |
� | |
(86,022 | ) |
(86,022 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
415,175 | |
(865,826 | ) |
(443,389 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
From Jul. 1, 2019 to Sep. 30, 2019 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
415,175 | |
(801,646 | ) |
(379,209 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service |
| |
| |
| |
| |
| |
( custom:SharesCancelledForNonservice [Extension] ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service, shares |
| |
| |
| |
| |
| |
( custom:SharesCancelledForNonserviceShares [Extension] ) |
| |
| |
| |
| |
| |
Net Loss |
� | |
� | |
� | |
(64,180 | ) |
(64,180 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
415,175 | |
(865,826 | ) |
(443,389 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
From Jan. 1, 2020 to Sep. 30, 2020 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
418,678 | |
(1,035,494 | ) |
(609,554 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued |
� | |
275 | |
685,989 | |
� | |
686,264 | |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued, shares |
| |
2,745,053 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service |
� | |
(275 | ) |
(685,989 | ) |
� | |
(686,264 | ) |
( custom:SharesCancelledForNonservice [Extension] ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service, shares |
| |
(2,745,053 | ) |
| |
| |
| |
( custom:SharesCancelledForNonserviceShares [Extension] ) |
| |
| |
| |
| |
| |
Net Loss |
| |
| |
| |
(276,517 | ) |
(276,517 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
418,678 | |
(1,312,011 | ) |
(886,071 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
From Jul. 1, 2020 to Sep. 30, 2020 |
| |
| |
| |
| |
| |
|
| |
| |
| |
| |
| |
Balance |
400 | |
7,137 | |
1,104,667 | |
(1,258,660 | ) |
(146,456 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
71,371,385 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for cash at $0.15 per share, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
Common shares issued for services valued |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices ) |
| |
| |
| |
| |
| |
Common shares issued for services valued, shares |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service |
� | |
(275 | ) |
(685,989 | ) |
� | |
(686,264 | ) |
( custom:SharesCancelledForNonservice [Extension] ) |
| |
| |
| |
| |
| |
Shares cancelled for non-service, shares |
| |
(2,745,053 | ) |
| |
| |
| |
( custom:SharesCancelledForNonserviceShares [Extension] ) |
| |
| |
| |
| |
| |
Net Loss |
� | |
� | |
� | |
(53,351 | ) |
(53,351 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
Balance |
400 | |
6,862 | |
418,678 | |
(1,312,011 | ) |
(886,071 | ) |
( us-gaap:StockholdersEquity ) |
| |
| |
| |
| |
| |
Balance shares |
4,000,000 | |
68,626,332 | |
| |
| |
| |
( us-gaap:SharesOutstanding ) |
| |
| |
| |
| |
| |
|
(End Statement - Consolidated Statements of Stockholders' Deficit (Unaudited)) |
|
Statement - Consolidated Statements of Stockholders' Deficit (Unaudited) (Parenthetical) |
Statement - Consolidated Statements of Stockholders' Deficit (Unaudited) (Parenthetical) (USD $) |
|
|
( us-gaap:StatementOfStockholdersEquityAbstract ) |
|
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
|
|
|
|
|
|
|
|
Shares issued price per share |
| |
0.15 | |
( us-gaap:SharesIssuedPricePerShare ) |
| |
| |
Shares issued price per share for services |
0.25 | |
0.15 | |
( custom:SharesIssuedPricePerShareForServices [Extension] ) |
| |
| |
|
(End Statement - Consolidated Statements of Stockholders' Deficit (Unaudited) (Parenthetical)) |
|
Statement - Consolidated Statements of Cash Flows (Unaudited) |
Statement - Consolidated Statements of Cash Flows (Unaudited) (USD $) |
9 Months Ended |
( us-gaap:StatementOfCashFlowsAbstract ) |
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
|
|
|
|
|
|
|
|
Net loss |
(276,517 | ) |
(86,022 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
Adjustments to reconcile net loss to net cash used in operating activities: |
| |
| |
( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract ) |
| |
| |
Software depreciation and amortization |
183,344 | |
67,970 | |
( us-gaap:DepreciationDepletionAndAmortization ) |
| |
| |
Common stock issued for services |
� | |
9,000 | |
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims ) |
| |
| |
Accounts receivable allowance |
17,875 | |
9,412 | |
( us-gaap:ProvisionForDoubtfulAccounts ) |
| |
| |
Change in assets and liabilities: |
| |
| |
( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract ) |
| |
| |
Gross accounts receivable |
(16,761 | ) |
11,865 | |
( us-gaap:IncreaseDecreaseInAccountsReceivable ) |
| |
| |
Accounts payable |
32,500 | |
(5,500 | ) |
( us-gaap:IncreaseDecreaseInAccountsPayable ) |
| |
| |
Prepaid expenses |
(21,250 | ) |
(5,378 | ) |
( us-gaap:IncreaseDecreaseInPrepaidExpense ) |
| |
| |
Accrued interest |
47,340 | |
45,000 | |
( us-gaap:IncreaseDecreaseInInterestPayableNet ) |
| |
| |
Accrued payroll tax expenses |
15,427 | |
� | |
( us-gaap:IncreaseDecreaseInAccruedTaxesPayable ) |
| |
| |
Deferred revenue |
� | |
3,000 | |
( us-gaap:IncreaseDecreaseInDeferredRevenue ) |
| |
| |
Net cash provided by (used in) operating activities |
(18,042 | ) |
49,347 | |
( us-gaap:NetCashProvidedByUsedInOperatingActivities ) |
| |
| |
Investing Activities: |
| |
| |
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract ) |
| |
| |
Capitalized software |
(150,559 | ) |
(204,787 | ) |
( us-gaap:PaymentsToDevelopSoftware ) |
| |
| |
Net cash used in investing activities |
(150,559 | ) |
(204,787 | ) |
( us-gaap:NetCashProvidedByUsedInInvestingActivities ) |
| |
| |
Financing Activities: |
| |
| |
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract ) |
| |
| |
Borrowing from (payments to) line of credit |
4,209 | |
5,979 | |
( us-gaap:ProceedsFromRepaymentsOfLinesOfCredit ) |
| |
| |
Net proceeds from common stock issuance for cash |
� | |
4,950 | |
( us-gaap:ProceedsFromIssuanceOfCommonStock ) |
| |
| |
Net proceeds from cares act - paycheck protection program |
50,632 | |
� | |
( custom:NetProceedsFromCaresActPaycheckProtectionProgram [Extension] ) |
| |
| |
Net proceeds from SBA loan |
144,900 | |
� | |
( us-gaap:ProceedsFromRepaymentsOfDebt ) |
| |
| |
Net cash provided by (used in) financing activities |
199,741 | |
10,929 | |
( us-gaap:NetCashProvidedByUsedInFinancingActivities ) |
| |
| |
Net decrease in cash |
31,140 | |
(144,511 | ) |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect ) |
| |
| |
Cash at beginning of the period |
27,884 | |
210,064 | |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations ) |
| |
| |
Cash at end of the period |
59,024 | |
65,553 | |
( us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations ) |
| |
| |
Cash paid for income taxes |
� | |
� | |
( us-gaap:IncomeTaxesPaidNet ) |
| |
| |
Cash paid for interest |
� | |
� | |
( us-gaap:InterestPaidNet ) |
| |
| |
Non - cash investing and financing activities: |
| |
| |
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract ) |
| |
| |
Common stock issued for capitalized software |
� | |
� | |
( custom:CommonStockIssuedForCapitalizedSoftware [Extension] ) |
| |
| |
|
(End Statement - Consolidated Statements of Cash Flows (Unaudited)) |
|
Disclosure - Business Description and Nature of Operations |
Disclosure - Business Description and Nature of Operations (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
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 State of Delaware laws. On February 27, 2018, the Company changed its name to
FDCTech, Inc. The name change reflects the Company’s commitment to expanding its products and services in the forex (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”).
The 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,
including management consulting and customer’s 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 acts as a general technical
support provider for customers and other fintech companies.
The Company’s Software Solutions allow
its customers to run their overall brokerage business better by increasing trading revenues, cutting operating costs, and enabling
them to anticipate market challenges through the use of 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 ordinary business course.
At present, the Company does not have any patents
or trademarks on its proprietary technology solutions.
At present, the Company has three sources of
revenue.
|
● |
Consulting Services – The Company’s 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. |
|
|
|
|
● |
Technology Solutions – The Company licenses its proprietary and, in some cases, act as a reseller of third-party technologies to customers. Our proprietary technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Web Trader Platform, and other cryptocurrency-related solutions. |
|
|
|
|
● |
Customized Software Development – The Company develops software for Customers with unique requirements as outlined in the Software Development Agreement (“Agreement”). |
In the retail foreign exchange trading space
where individuals speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime
brokers, prime brokers, and banks. The Company generates revenues by licensing its trading technology infrastructure, including
but not limited to the trading platform (desktop, web, mobile), back office, and CRM and banking integration technology.
We act as an adviser/strategic consultant and
reseller of its proprietary technologies in the cryptocurrency and blockchain space. The Company expects to generate additional
revenue from its crypto-related solutions, such as from the 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 the technology architecture of the 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. 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 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, giving users the power to add and withdraw
funds. Liquidity is an essential aspect of the success of a cryptocurrency exchange marketplace. The trades at an exchange drive
its liquidity, and a 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 crypto exchange platform’s technology architecture. This architecture includes but is 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. It 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 an exceptional trading experience. The front-end user includes but is 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 a console’s features according to our customers’ specific business requirements,
such as editing trading fees, managing cryptocurrency listing, adding new currencies, and crediting/debiting funds 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. It is not responsible for holding and maintaining the digital assets in the wallet.
The Company purely acts as a technology provider
and software developer in the crypto space. The Company does not mine, trade, 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, the 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 the Company’s platforms, including its Condor Risk Management Back Office, 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. Our potential customer can be a start-up company or an established OTC Online broker.
It is comparatively 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:
|
● |
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; |
|
● |
Future growth will depend on the timely development and successful distribution of Condor Pro Multi-Asset Trading platform and Condor Pricing Engine; |
|
● |
Increase our software development capabilities to develop disruptive and next-generation technologies to grow software license revenues; |
|
● |
Strategically expand our operations in Asia and Europe, and grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and |
|
● |
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 integrating digital (online marketing, website,
blogs, and social media) and traditional marketing channels (conferences, trade shows, phones, direct meetings) effectively.
We implement an effective marketing funnel
to map out our customer’s journey from when a customer is a lead and then put specific strategies to encourage them to move
through this funnel. We create awareness of our solutions through a direct marketing strategy, where we use a combination of approaches.
The omnichannel strategy includes – banner advertising, SEO marketing, email outreach, event promotion, including educational
seminars, conferences, and public and media relations, all of which we have 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 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 performs 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. We effectively leverage social media, content marketing, and integrated models to keep our message’s
continuity 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. The Company established FRH Prime and FXClients to conduct financial
technology service activities. For the nine months ending September 30, 2020, and 2019, FRH Prime has generated volume rebates
of $1,861 and $1,281, respectively, from Condor Risk Management Back Office. 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. | |
( us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock ) |
| |
|
(End Disclosure - Business Description and Nature of Operations) |
|
Disclosure - Summary of Significant Accounting Policies |
Disclosure - Summary of Significant Accounting Policies (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
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 company’s consolidated financial statements
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. This could affect the reported amounts of assets and liabilities and the related disclosures at the date of the
consolidated financial statements and 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. On September
30, 2020, and December 31, 2019, the Company had $59,024 and $27,884 cash and cash equivalent held at the financial institution.
Accounts Receivable
Accounts Receivable primarily represents the
amount due from six (06) customers. In some cases, Receivables from the customer are due immediately on demand; however, in most
cases, the Company offers net 30 terms, where the payment is due in full 30 days after the invoice’s date. 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 historical experience, credit quality, the accounts receivable balances’ age, and 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 September 30, 2020, and December 31, 2019,
the Company has determined that allowance for doubtful accounts was $95,961 and $78,087, respectively. For the nine months ended,
bad debt expense ended September 30, 2020 and 2019, was $17,875 and $20,000, respectively.
Sales, Marketing, and Advertising
The Company recognizes sales, marketing, and
advertising expenses when incurred.
The Company incurred $3,894 and $3,636 in sales,
marketing, and advertising costs (“sales and marketing”) for the three months ended September 30, 2020, and 2019, respectively.
The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing on industry
websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 9.06% and
6.30% of the sales for the three months ended September 30, 2020, and 2019 respectively.
The Company incurred $5,647 and $19,817 in
sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2020, and 2019,
respectively. The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing
on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented
3.26% and 6.11% of the sales for the nine months ended September 30, 2020, and 2019, respectively.
Office Lease
Effective October 29, 2019, the Company leased
office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. 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 Company is entitled to use the office and
conference space as on need basis. Previously, the Company leased office space at 1460 Broadway, New York, NY 10036, from an unrelated
party. The new rent payment or membership fee is $90 per month compared to the previous rent payment or membership fee at the office
of $890 per month, including the general and administrative expenses.
Effective February 2019, the Company leases
office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus from an unrelated party for one (1)
year. The office’s rent payment is $1,750 per month, and we have included it in the General and administrative expenses.
From February 2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and
marketing in Europe and Asia.
Effective April 2019, the Company leased office
space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated party for an eleven months term. The office’s rent payment
is $500 per month, and we have included it in the general and administrative expenses. From March 2020, this agreement continues
on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement’s terms by giving thirty
(30) days’ notice. The Company uses the office for software development and technical support.
As all leases are either on a month to month
basis or less than one (1) year term, the Company is not required to recognize assets and liabilities for our rental leases. The
Company has included all rental expenses in the General and Administrative expenses.
Revenue Recognition
On January 1, 2019, the Company adopted ASU
2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT
support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within
the scope of ASC 606.
The Company recognizes revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to
receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue
contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with
Customers (Topic 606), which includes the following steps:
|
● |
Identify the contract or contracts and subsequent amendments with the customer. |
|
● |
Identify all the performance obligations in the contract and subsequent amendments. |
|
● |
Determine the transaction price for completing performance obligations. |
|
● |
Allocate the transaction price to the performance obligations in the contract. |
|
● |
Recognize the revenue when, or as, the Company satisfies a performance obligation. |
The Company adopted ASC 606 using the modified
retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods
beginning after January 1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. In addition to the
above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics.
The Company takes into account revenue collectability, methods for measuring progress toward complete satisfaction of a performance
obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance,
and other relevant categories.
The Company accounts for a contract when the
Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations,
where each party can identify their rights, obligations, and payment terms, the contract has commercial substance, and it is probable
that the Company will collect substantially all of the consideration. Revenue is recognized when, or as, performance obligations
are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods
and services at contract inception. The Company’s standard payment terms are generally net 30 days and in some cases due
upon receipt of the invoice.
The Company considers contract modification
as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification
as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification
that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes
a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer.
If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing
contract until the contract modification is approved. The Company recognizes contract modification in various forms – including
but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods
and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change
in goods or services promised.
For all its goods and services, at contract
inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with
a customer to identify each performance obligation within the contract, and then evaluate whether the performance obligations are
capable of being distinct and distinct within the context of the contract. Solutions and services that are not both capable of
being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining
the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each
performance obligation on a relative stand-alone selling price basis. The Company determines that stand-alone selling price for
each item at the inception of the transaction involving these multiple elements.
Since January 21, 2016 (‘Inception’),
the Company has derived its revenues mainly from three sources – consulting services, technology solutions, and customized
software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over
a product or delivering a service to a customer. We measure revenue based upon the consideration outlined in an arrangement or
contract with a customer.
The Company’s typical performance obligations
include the following:
Performance Obligation |
|
Types of Deliverables |
|
When Performance Obligation is Typically Satisfied |
Consulting Services |
|
Services related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. |
|
The Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. |
|
|
|
|
|
Technology Services |
|
Software licensing of Condor Risk Management Back Office for MT4 (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. |
|
The Company recognizes ratably over the contractual period for services delivered, beginning on the date in which such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software at any time. The Company charges the customers a set-up fee for the installation of the platform, and implementation activities are insignificant and not subject to a separate fee. |
|
|
|
|
|
Software Development |
|
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 contract. |
|
The Company recognizes the software development revenues when the Customer obtains control of the deliverables, as stated in the Statement-of-Work in the contract. |
For purposes of determining the transaction
price, the Company assumes that the goods or services promised in the existing contract will be transferred to the customer. The
Company assumes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those
amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer
with an original term of one year and the Company expects the customer to renew for a second year, the Company would determine
the transaction price based on the original one-year term. When determining the transaction price, the Company first identifies
the fixed consideration, including non-refundable upfront payment amounts.
To allocate the transaction price, the Company
allocates an amount that best represents consideration that the entity expects to receive for transferring each promised good or
service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract
on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the
Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances.
In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price. It evaluates
the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods
or services when sold separately.
The Company recognizes revenue when or as it
transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods
or services when the customer obtains control of the goods or services. The Company considers a customer “obtains control”
of an asset when it can direct the use of, and obtain all the remaining benefits from, an asset substantially. The Company recognizes
deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue
related to services that the Company will deliver more than one year into the future as a non-current liability.
For the period ending September 30, 2020, the
Company’s three revenue streams accounted for under ASC 606 follows:
IT Support
On February 5, 2018 (‘Effective Date’),
the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’)
regulated by the Malta Financial Services Authority. The Company earns the recurring monthly payment from the FX Broker for delivering
IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of
this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy,
and other default clauses. The Company completes and satisfies its performance obligation upon accomplishment of all support and
maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered,
and accepted for the prior month. At the time of the invoice, the Company has rendered all Services.
Licensing Fees
The Company receives monthly licensing fees
for its Condor Prime Back Office and Condor FX Pro Trading Terminal. Licensing revenues are allocated to software licenses and
recognized when the Company transfers the software control to the customer.
Software Development
The Company receives $75 per hour for the first
100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. The Company invoices
the Customer for all development services rendered, and any cash received for the development services is non-refundable.
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, 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 September 30, 2020 and December 31, 2019.
Revenues
For the nine months ended September 30, 2020
and 2019, the Company had six (6) and ten (10) active customers, respectively. Revenues generated from the top three (3) customers
represented approximately 82.47% and 94.29% of total revenue for the nine months ended September 30, 2020 and 2019, respectively.
Accounts Receivable
At September 30, 2020, and December 31, 2019,
Company’s top four (4) customers comprise roughly 73.21% and 84.43% of total A/R, respectively. The loss of any of the top
four customers would significantly impact the Company’s operations.
Research and Development (R and D) Cost
The Company acknowledges that future benefits
from research and development (R and D) are uncertain, and as a result, we cannot capitalize on R and D expenditures. The GAAP
accounting standards require us to expense all research and development expenditures as incurred. For the three and nine months
ended September 30, 2020 and 2019, the Company did not incur R and D cost.
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,
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 is currently 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 asset’s carrying value exceeds the fair value. On September 30, 2020, and December
31, 2019, 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
applicable 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, requiring periodic adjustments, 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
operations’ consolidated statements. Management of the Company does not expect the total amount of unrecognized tax benefits
to change in the next twelve (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 application software’s estimated useful life. 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 Version, Condor FX Pro Trading Terminal Version, and Condor Pricing Engine. The Company established the technological
feasibility of the Crypto Web Trader Platform in 2018. The Company estimates the useful life of the software to be three (3) years.
Amortization expense was $68,616 and $48,127
for the three months ended September 30, 2020 and 2019 respectively, and the Company classifies such cost as the Cost of Sales.
Amortization expense was $183,344 and $67,970 for the nine months ended September 30, 2020 and 2019 respectively, and the Company
classifies such cost as the Cost of Sales. The increase in amortization expense for the three months ending September 30, 2020,
is due to the cumulative amortization expense of Condor Back Office, Condor Crypto Trading Platform, and Condor Multi-Asset Trading Platform
(Desktop, Web, and Mobile).
The Company capitalizes significant costs incurred
during the application development stage for internal-use software. The Company does not believe that the 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 a conversion rate 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. The Company amortizes the discount
to interest expense over the debt’s life using the effective interest method.
As of September 30, 2020, 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.
The Company extended the due date on the four (4) tranches of FRH Group convertible notes. Management performed an analysis to
determine the fair value of the BCF on the four (4) tranches and noted that the value of the BCF for each note was insignificant;
thus, the Company did not record any debt discount as of September 30, 2020.
For FRH Group convertible note dated April
24, 2017, the stock’s value 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. As of
December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the issuance date 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 Income (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 September 30, 2020, and December 31, 2019, the Company had 68,626,332 and 68,626,332 basic and dilutive shares issued and
outstanding, respectively. 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 nine months ended September 30, 2020 and 2019, common stock equivalents were anti-dilutive due to a net loss of $276,517 and
$86,022, respectively, for the period. During the three and nine months ended September 30, 2020, common stock equivalents were
anti-dilutive due to a net loss for the period. Hence, the Company has not considered in the computation.
Reclassifications
We have reclassified certain prior period amounts
to conform to the current year’s presentation. None of these classifications impacted 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 an 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 customers’ contracts. 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. The Company adopted ASC 606 using the modified retrospective method applied
to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January
1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. Refer to Note 2 Revenue from Major Contracts
with Customers for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.
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.
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 - Going Concern and Management's Plans |
Disclosure - Going Concern and Management's Plans (USD $) |
9 Months Ended |
( custom:ManagementsPlansAbstract [Extension] ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Going Concern and Management's Plans |
NOTE 3. GOING CONCERN AND 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 ordinary business course. At September 30, 2020, and December 31, 2019, the accumulated deficit was $1,312,011 and $1,035,494,
respectively.
During the three months ended September 30,
2020, and 2019, the Company incurred a net loss of $53,351 and $64,180, respectively. During the nine months ended September 30,
2020, and 2019, the Company incurred a net loss of $276,517 and $86,022, respectively.
Since its inception, the Company has sustained
recurring losses, and negative cash flows from operations. As of September 30, 2020 and December 31, 2019, the Company had $59,024
and $27,884 cash on hand, respectively. 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 business course for twelve (12) months. The Company continues to experience
negative cash flows from operations and 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 about 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 2020. | |
( custom:GoingConcernAndManagementsPlansTextBlock [Extension] ) |
| |
|
(End Disclosure - Going Concern and Management's Plans) |
|
Disclosure - Capitalized Software Costs |
Disclosure - Capitalized Software Costs (USD $) |
9 Months Ended |
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Capitalized Software Costs |
NOTE 4. CAPITALIZED SOFTWARE COSTS
During the three months ended September 30,
2020, and 2019, 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 September 30, 2020, and December 31, 2019,
the gross capitalized software asset was $980,058 and $829,500, respectively. At the end of September 30, 2020, and December 31,
2019, the accumulated software depreciation were $323,218 and $139,875, respectively. As a result, the unamortized balance of capitalized
software at September 30, 2020, and December 31, 2019, was $656,840 and $689,625, respectively. | |
( custom:CapitalizedSoftwareCostsTextBlock [Extension] ) |
| |
|
(End Disclosure - Capitalized Software Costs) |
|
Disclosure - Property and Equipment |
Disclosure - Property and Equipment (USD $) |
9 Months Ended |
( us-gaap:PropertyPlantAndEquipmentAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Property and Equipment |
NOTE 5. PROPERTY AND EQUIPMENT
Effective October 29, 2019, the Company rents
its servers, computers, and data center from an unrelated third party. The lessor provides furniture and fixtures and any leasehold
improvements at 200 Spectrum Drive, Suite 300, Irvine, CA 92618 under the rent Agreement, as discussed in Note 2.
Effective February 2019, the Company leases
office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus from an unrelated party for a year.
The office’s rent payment is $1,750 per month, and we have included it in the General and administrative expenses. From February
2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and marketing in
Europe and Asia.
Effective April 2019, the Company leases office
space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated party for an eleven (11) month term. The office’s rent
payment is $500 per month, and we have included it in the General and administrative expenses. From March 2020, this agreement
continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement’s terms by giving
thirty (30) days’ notice. The Company uses the office for software development and technical support. | |
( us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock ) |
| |
|
(End Disclosure - Property and Equipment) |
|
Disclosure - Related Party Transactions |
Disclosure - Related Party Transactions (USD $) |
9 Months Ended |
( us-gaap:RelatedPartyTransactionsAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
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. The Company established FRH Prime and FXClients to conduct financial
technology service activities. For the nine months ended September 30, 2020, and 2019, FRH Prime has generated volume rebates of
$1,861 and $1,281, respectively, from Condor Risk Management Back Office. 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 maybe 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, the CEO and Director of the Company. | |
( us-gaap:RelatedPartyTransactionsDisclosureTextBlock ) |
| |
|
(End Disclosure - Related Party Transactions) |
|
Disclosure - Line of Credit |
Disclosure - Line of Credit (USD $) |
9 Months Ended |
( us-gaap:LineOfCreditFacilityAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Line of Credit |
NOTE 7. LINE OF CREDIT
From June 24, 2016, the Company obtained an
unsecured revolving line of credit of $40,000 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 September 30, 2020, for purchases and cash drawn at
12% and 25%, respectively. As of September 30, 2020, the Company complies with the terms and conditions of the credit line. On
September 30, 2020, and December 31, 2019, the outstanding balance was $35,723 and $31,514. | |
( custom:LineOfCreditTextBlock [Extension] ) |
| |
|
(End Disclosure - Line of Credit) |
|
Disclosure - Notes Payable |
Disclosure - Notes Payable (USD $) |
9 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Notes Payable |
NOTE 8. NOTES PAYABLE
Convertible Notes Payable – Related
Party
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 Company extended the Maturity
Date of the Note to June 30, 2019, and an additional extension to December 31, 2020. 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 this Note’s registered holder.
On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following
the due date 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. The
conversion price shall be discounted by 30% if the Company’s common stock’s fair market value is less than $0.10 per
share. However, 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. The Company will not issue fractional share or scrip representing
a fractional share 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 Company extended the Maturity Date of the Note to June 30, 2019, and an additional
extension to December 31, 2020. 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 this Note’s registered holder. On-demand, the Company will pay interest on the
amount of any overdue payment of principal or interest for the period following the due date 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. The
conversion price shall be discounted by 30% if the fair market value of the Company’s common stock is less than $0.10 per
share. However, 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. The Company will not issue fractional share or scrip representing
a fractional share 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 an additional extension to June 30, 2019. The Company extended the Maturity Date of the Note to June
30, 2019, and an additional extension to December 31, 2020. 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 this Note’s registered holder. On-demand, the Company
will pay interest on the amount of any overdue payment of principal or interest for the period following the due date 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. The
conversion price shall be discounted by 30% if the Company’s common stock’s fair market value is less than $0.10 per
share. However, 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. The Company will not issue fractional share or scrip representing
a fractional share 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 this Note’s registered holder. The Company extended the Maturity
Date of the Note to June 30, 2019, and an additional extension to December 31, 2020. 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 this Note’s registered holder.
On-demand, the Company will pay interest on the amount of any overdue payment of principal or interest for the period following
the due date 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. The
conversion price shall be discounted by 30% if the Company’s common stock’s fair market value is less than $0.10 per
share. However, 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. The Company will not issue fractional share or scrip representing
a fractional share 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): |
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
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 of $100,000 coupon 6%, dated February 22, 2016, was amended to extend the maturity
date from June 30, 2019, to September 30, 2020. The Convertible Promissory Note with the face value of $400,000, coupon 6% issue,
dated May 16, 2016, was amended to extend the maturity date from June 30, 2019, to December 31, 2020. The Convertible Promissory
Note with the face value of $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from June
30, 2019, to December 31, 2020. The Company, by the 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 September 30, 2020, the current portion
of convertible notes payable and accrued interest was $1,000,000 and $241,908, respectively. There was no non-current portion of
convertible notes payable and accrued interest.
At December 31, 2019, the current portion of
convertible notes payable and accrued interest was $1,000,000 and $196,908, respectively. There was no non-current portion of convertible
notes payable and accrued interest.
Related Party Advance – Officer Loan
On April 1, 2020, the Company received $15,000
from the Officer as a loan. The Company repaid the loan in full as of May 29, 2020.
Cares Act – Paycheck Protection Program
(PPP Note)
On May 01, 2020, the Company received proceeds
of Fifty-Thousand Six Hundred and Thirty-Two ($50,632) from the Promissory Note (“PPP Note”) under the Paycheck Protection
Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The funding of the PPP Note
is conditioned upon approval of the Company’s application by the Small Business Administration (SBA) and Bank of America
(“Bank”) receiving confirmation from the SBA that the Bank may proceed with the PPP Note. Suppose the SBA does not
confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note or the Company fails to apply for
PPP Note forgiveness. In that case, the Company will be obligated to repay to the Bank the total outstanding balance remaining
due under the PPP Note, including principal and interest (the “PPP Note Balance”). In such case, Bank will establish
the terms for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth
the PPP Note Balance, the amount of each monthly payment, the interest rate (not above a fixed rate of one percent (1.00%) per
annum), the term of the PPP Note, and the maturity date of two (2) years from the funding date of the PPP Note. No principal or
interest payments will be due before the Deferment Period, which is nine months from May 01, 2020.
SBA Loan
On May 22, 2020, the Company received proceeds
of one hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900.00). The Company received one hundred and forty-four
thousand nine hundred and eight hundred 00/100 Dollars ($144,800.00). The installment payments will include principal and interest,
of $707 monthly, will begin Twelve (12) months from the date of the promissory Note. The balance of principal and interest will
be payable Thirty (30) years from the date of the promissory Note. Interest will accrue at the rate of 3.75% per annum and will
accrue only on $144,900 funds advanced from May 22, 2020, the advance date.
Economic Injury Disaster Loan (EIDL)
The Economic Injury Disaster Loan program is
offered through the Small Business Administration. The CARES Act changed the program to offer an emergency grant up to $10,000
per business, which is forgivable like the PPP Note. This grant doesn’t have to be repaid. On May 14, 2020, the Company received
$4,000 in EIDL grants. The Company has recorded it as other income since the EIDL grant is forgivable. | |
( us-gaap:DebtDisclosureTextBlock ) |
| |
|
(End Disclosure - Notes Payable) |
|
Disclosure - Commitments and Contingencies |
Disclosure - Commitments and Contingencies (USD $) |
9 Months Ended |
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Commitments and Contingencies |
NOTE 9. COMMITMENTS AND CONTINGENCIES
Office Facility and Other Operating Leases
The rental expense was $23,124 and $22,909
for the nine months ended September 30, 2020, and 2019 respectively. The increase in rent expense is due to two (2) additional
leases for the fiscal year ended December 31, 2019. Effective October 29, 2019, the Company rents its servers, computers, and data
center from an unrelated third party. The lessor provides furniture and fixtures and any leasehold improvements at 200 Spectrum
Drive, Suite 300, Irvine, CA 92618 under the rent Agreement, as discussed in Note 2. Effective February 2019, the Company leases
office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus from an unrelated party for a year.
The office’s rent payment is $1,750 per month, and we have included it in the General and administrative expenses. From February
2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and marketing in
Europe and Asia. Effective April 2019, the Company leases office space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated
party for an eleven (11) month term. The office’s rent payment is $500 per month, and we have included it in the General
and administrative expenses. From March 2019, this agreement continues on a month-to-month basis until the Company or the lessor
chooses to terminate by the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software
development and technical support.
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. Effective September 2018, the CEO and the CFO have agreed to receive monthly compensation of $5,000. There
are also provisions for performance-based bonuses. The Company has not formalized these agreements.
Accrued Interest
At September 30, 2020, and December 31, 2019,
the cumulative accrued interest at 6% per annum on FRH Group Note(s) was $241,908, and $196,908 respectively.
Pending Litigation
The 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.
Tax Compliance Matters
The Company has estimated payroll tax liabilities
based on its officers’ reclassification from independent contractors to employees from the fiscal ended December 31, 2017,
to 2019. As of September 30, 2020, the Company has assessed federal and state payroll tax payments in the aggregate amount of $15,427,
and we have included it in the General and administrative expenses. | |
( us-gaap:CommitmentsAndContingenciesDisclosureTextBlock ) |
| |
|
(End Disclosure - Commitments and Contingencies) |
|
Disclosure - Stockholders' Deficit |
Disclosure - Stockholders' Deficit (USD $) |
9 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Stockholders' Deficit |
NOTE 10. STOCKHOLDERS’ DEFICIT
Authorized Shares
As of September 30, 2020, and December 31,
2019, the Company’s authorized capital stock 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 September 30, 2020, and December 31, 2019, the Company
had 68,626,332 and 68,626,332, 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 September 30, 2020, 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
considered the Company’s services.
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, 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 the 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 a 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 ten (10) 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. 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.
Effective June 03, 2020, the Company issued
2,745,053 shares to Benchmark Investments, Inc. (“Broker-Dealer” or “Kingswood Capital Markets”) of common
stock at $0.25 per share for a total value of $686,263. The Broker-Dealer is retained to provide general financial advisory to
the Company for the next twelve months. The Company has expensed the prepaid-compensation through the income statement following
a regular straight-line amortization schedule over the contract’s life, which is for twelve months—the time during
which Kingswood Capital Markets presumably will produce benefits for the Company. On August 25, 2020, the Company and Broker-Dealer
terminated all obligations other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer. The Broker-Dealer
agreed to return the 2,745,053 shares of the Company’s common stock. | |
( us-gaap:StockholdersEquityNoteDisclosureTextBlock ) |
| |
|
(End Disclosure - Stockholders' Deficit) |
|
Disclosure - Warrants |
Disclosure - Warrants (USD $) |
9 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Warrants |
NOTE 11. WARRANTS
Effective June 1, 2017, the Company planned
to raise $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 2020 Follows
Original Number of Warrants Issued |
|
|
Exercise Price per Common Share |
|
|
Exercisable at December 31, 2019 |
|
|
Became Exercisable |
|
|
Exercised |
|
|
Terminated / Canceled / Expired |
|
|
Exercisable at September 30, 2020 |
|
|
Expiration Date |
|
653,332 |
|
|
$ |
0.30 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
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 business’s close
on the date fixed for redemption.
The exercise price and a number of 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.
As of the date of this report, the holders
have not exercised any Class A Warrants. All Class A Warrants have expired. | |
( custom:WarrantsTextBlock [Extension] ) |
| |
|
(End Disclosure - Warrants) |
|
Disclosure - Off-Balance Sheet Arrangements |
Disclosure - Off-Balance Sheet Arrangements (USD $) |
9 Months Ended |
( custom:OffbalanceSheetArrangementsAbstract [Extension] ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Off-Balance Sheet Arrangements |
NOTE 12. 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. | |
( custom:OffbalanceSheetArrangementsTextBlock [Extension] ) |
| |
|
(End Disclosure - Off-Balance Sheet Arrangements) |
|
Disclosure - Subsequent Events |
Disclosure - Subsequent Events (USD $) |
9 Months Ended |
( us-gaap:SubsequentEventsAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Subsequent Events |
NOTE 13. SUBSEQUENT EVENTS
In March 2020, the World Health Organization
declared the outbreak of a novel coronavirus (COVID-19) as a pandemic that continues to spread throughout the United States. While
the outbreak was initially concentrated in China, it has now spread to several other countries, including Russia and Cyprus, and
infections have been reported globally. Many countries worldwide, including in the United States, have significant governmental
measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on
travel and the movement of people, and other material limitations on the conduct of business. These measures have resulted in work
stoppages, absenteeism in the Company’s labor workforce, and other disruptions. The extent to which the coronavirus impacts
our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence,
including the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In
particular, the continued spread of the coronavirus globally could adversely impact our operations and workforce, including our
marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and
results of operation. | |
( us-gaap:SubsequentEventsTextBlock ) |
| |
|
(End Disclosure - Subsequent Events) |
|
Disclosure - Summary of Significant Accounting Policies (Policies) |
Disclosure - Summary of Significant Accounting Policies (Policies) (USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
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 company’s consolidated financial statements
in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional
currency). | |
( us-gaap:BasisOfAccountingPolicyPolicyTextBlock ) |
| |
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. This could affect the reported amounts of assets and liabilities and the related disclosures at the date of the
consolidated financial statements and 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. | |
( us-gaap:UseOfEstimates ) |
| |
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. On September
30, 2020, and December 31, 2019, the Company had $59,024 and $27,884 cash and cash equivalent held at the financial institution. | |
( us-gaap:CashAndCashEquivalentsPolicyTextBlock ) |
| |
Accounts Receivable |
Accounts Receivable
Accounts Receivable primarily represents the
amount due from six (06) customers. In some cases, Receivables from the customer are due immediately on demand; however, in most
cases, the Company offers net 30 terms, where the payment is due in full 30 days after the invoice’s date. 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 historical experience, credit quality, the accounts receivable balances’ age, and 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 September 30, 2020, and December 31, 2019,
the Company has determined that allowance for doubtful accounts was $95,961 and $78,087, respectively. For the nine months ended,
bad debt expense ended September 30, 2020 and 2019, was $17,875 and $20,000, respectively. | |
( us-gaap:ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy ) |
| |
Sales, Marketing, and Advertising |
Sales, Marketing, and Advertising
The Company recognizes sales, marketing, and
advertising expenses when incurred.
The Company incurred $3,894 and $3,636 in sales,
marketing, and advertising costs (“sales and marketing”) for the three months ended September 30, 2020, and 2019, respectively.
The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing on industry
websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 9.06% and
6.30% of the sales for the three months ended September 30, 2020, and 2019 respectively.
The Company incurred $5,647 and $19,817 in
sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2020, and 2019,
respectively. The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing
on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented
3.26% and 6.11% of the sales for the nine months ended September 30, 2020, and 2019, respectively. | |
( us-gaap:AdvertisingCostsPolicyTextBlock ) |
| |
Office Lease |
Office Lease
Effective October 29, 2019, the Company leased
office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. 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 Company is entitled to use the office and
conference space as on need basis. Previously, the Company leased office space at 1460 Broadway, New York, NY 10036, from an unrelated
party. The new rent payment or membership fee is $90 per month compared to the previous rent payment or membership fee at the office
of $890 per month, including the general and administrative expenses.
Effective February 2019, the Company leases
office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus from an unrelated party for one (1)
year. The office’s rent payment is $1,750 per month, and we have included it in the General and administrative expenses.
From February 2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and
marketing in Europe and Asia.
Effective April 2019, the Company leased office
space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated party for an eleven months term. The office’s rent payment
is $500 per month, and we have included it in the general and administrative expenses. From March 2020, this agreement continues
on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement’s terms by giving thirty
(30) days’ notice. The Company uses the office for software development and technical support.
As all leases are either on a month to month
basis or less than one (1) year term, the Company is not required to recognize assets and liabilities for our rental leases. The
Company has included all rental expenses in the General and Administrative expenses. | |
( us-gaap:LesseeLeasesPolicyTextBlock ) |
| |
Revenue Recognition |
Revenue Recognition
On January 1, 2019, the Company adopted ASU
2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT
support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within
the scope of ASC 606.
The Company recognizes revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to
receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue
contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with
Customers (Topic 606), which includes the following steps:
|
● |
Identify the contract or contracts and subsequent amendments with the customer. |
|
● |
Identify all the performance obligations in the contract and subsequent amendments. |
|
● |
Determine the transaction price for completing performance obligations. |
|
● |
Allocate the transaction price to the performance obligations in the contract. |
|
● |
Recognize the revenue when, or as, the Company satisfies a performance obligation. |
The Company adopted ASC 606 using the modified
retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods
beginning after January 1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. In addition to the
above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics.
The Company takes into account revenue collectability, methods for measuring progress toward complete satisfaction of a performance
obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance,
and other relevant categories.
The Company accounts for a contract when the
Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations,
where each party can identify their rights, obligations, and payment terms, the contract has commercial substance, and it is probable
that the Company will collect substantially all of the consideration. Revenue is recognized when, or as, performance obligations
are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods
and services at contract inception. The Company’s standard payment terms are generally net 30 days and in some cases due
upon receipt of the invoice.
The Company considers contract modification
as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification
as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification
that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes
a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer.
If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing
contract until the contract modification is approved. The Company recognizes contract modification in various forms – including
but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods
and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change
in goods or services promised.
For all its goods and services, at contract
inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with
a customer to identify each performance obligation within the contract, and then evaluate whether the performance obligations are
capable of being distinct and distinct within the context of the contract. Solutions and services that are not both capable of
being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining
the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each
performance obligation on a relative stand-alone selling price basis. The Company determines that stand-alone selling price for
each item at the inception of the transaction involving these multiple elements.
Since January 21, 2016 (‘Inception’),
the Company has derived its revenues mainly from three sources – consulting services, technology solutions, and customized
software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over
a product or delivering a service to a customer. We measure revenue based upon the consideration outlined in an arrangement or
contract with a customer.
The Company’s typical performance obligations
include the following:
Performance Obligation |
|
Types of Deliverables |
|
When Performance Obligation is Typically Satisfied |
Consulting Services |
|
Services related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. |
|
The Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. |
|
|
|
|
|
Technology Services |
|
Software licensing of Condor Risk Management Back Office for MT4 (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. |
|
The Company recognizes ratably over the contractual period for services delivered, beginning on the date in which such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software at any time. The Company charges the customers a set-up fee for the installation of the platform, and implementation activities are insignificant and not subject to a separate fee. |
|
|
|
|
|
Software Development |
|
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 contract. |
|
The Company recognizes the software development revenues when the Customer obtains control of the deliverables, as stated in the Statement-of-Work in the contract. |
For purposes of determining the transaction
price, the Company assumes that the goods or services promised in the existing contract will be transferred to the customer. The
Company assumes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those
amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer
with an original term of one year and the Company expects the customer to renew for a second year, the Company would determine
the transaction price based on the original one-year term. When determining the transaction price, the Company first identifies
the fixed consideration, including non-refundable upfront payment amounts.
To allocate the transaction price, the Company
allocates an amount that best represents consideration that the entity expects to receive for transferring each promised good or
service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract
on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the
Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances.
In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price. It evaluates
the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods
or services when sold separately.
The Company recognizes revenue when or as it
transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods
or services when the customer obtains control of the goods or services. The Company considers a customer “obtains control”
of an asset when it can direct the use of, and obtain all the remaining benefits from, an asset substantially. The Company recognizes
deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue
related to services that the Company will deliver more than one year into the future as a non-current liability.
For the period ending September 30, 2020, the
Company’s three revenue streams accounted for under ASC 606 follows:
IT Support
On February 5, 2018 (‘Effective Date’),
the Company signed an IT support and maintenance agreement (‘IT Agreement’) with an FX/OTC broker (‘FX Broker’)
regulated by the Malta Financial Services Authority. The Company earns the recurring monthly payment from the FX Broker for delivering
IT support and maintenance services (‘Services’) to FX Broker’s legacy technology infrastructure. The term of
this Agreement commenced on the Effective Date and shall continue until terminated by either party either for cause, bankruptcy,
and other default clauses. The Company completes and satisfies its performance obligation upon accomplishment of all support and
maintenance activities every month. The Company invoices the FX Broker at the beginning of the month for services performed, delivered,
and accepted for the prior month. At the time of the invoice, the Company has rendered all Services.
Licensing Fees
The Company receives monthly licensing fees
for its Condor Prime Back Office and Condor FX Pro Trading Terminal. Licensing revenues are allocated to software licenses and
recognized when the Company transfers the software control to the customer.
Software Development
The Company receives $75 per hour for the first
100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. The Company invoices
the Customer for all development services rendered, and any cash received for the development services is non-refundable.
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, equal to the invoice amount. | |
( us-gaap:RevenueRecognitionPolicyTextBlock ) |
| |
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 September 30, 2020 and December 31, 2019.
Revenues
For the nine months ended September 30, 2020
and 2019, the Company had six (6) and ten (10) active customers, respectively. Revenues generated from the top three (3) customers
represented approximately 82.47% and 94.29% of total revenue for the nine months ended September 30, 2020 and 2019, respectively.
Accounts Receivable
At September 30, 2020, and December 31, 2019,
Company’s top four (4) customers comprise roughly 73.21% and 84.43% of total A/R, respectively. The loss of any of the top
four customers would significantly impact the Company’s operations. | |
( us-gaap:ConcentrationRiskCreditRisk ) |
| |
Research and Development (R and D) Cost |
Research and Development (R and D) Cost
The Company acknowledges that future benefits
from research and development (R and D) are uncertain, and as a result, we cannot capitalize on R and D expenditures. The GAAP
accounting standards require us to expense all research and development expenditures as incurred. For the three and nine months
ended September 30, 2020 and 2019, the Company did not incur R and D cost. | |
( us-gaap:ResearchAndDevelopmentExpensePolicy ) |
| |
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,
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 is currently not involved in any litigation. | |
( us-gaap:LegalCostsPolicyTextBlock ) |
| |
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 asset’s carrying value exceeds the fair value. On September 30, 2020, and December
31, 2019, there are no impairment charges. | |
( us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock ) |
| |
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
applicable 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, requiring periodic adjustments, 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
operations’ consolidated statements. Management of the Company does not expect the total amount of unrecognized tax benefits
to change in the next twelve (12) months significantly. | |
( us-gaap:IncomeTaxPolicyTextBlock ) |
| |
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 application software’s estimated useful life. 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 Version, Condor FX Pro Trading Terminal Version, and Condor Pricing Engine. The Company established the technological
feasibility of the Crypto Web Trader Platform in 2018. The Company estimates the useful life of the software to be three (3) years.
Amortization expense was $68,616 and $48,127
for the three months ended September 30, 2020 and 2019 respectively, and the Company classifies such cost as the Cost of Sales.
Amortization expense was $183,344 and $67,970 for the nine months ended September 30, 2020 and 2019 respectively, and the Company
classifies such cost as the Cost of Sales. The increase in amortization expense for the three months ending September 30, 2020,
is due to the cumulative amortization expense of Condor Back Office, Condor Crypto Trading Platform, and Condor Multi-Asset Trading Platform
(Desktop, Web, and Mobile).
The Company capitalizes significant costs incurred
during the application development stage for internal-use software. The Company does not believe that the capitalization of software
development costs is material to date. | |
( us-gaap:ResearchDevelopmentAndComputerSoftwarePolicyTextBlock ) |
| |
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 a conversion rate 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. The Company amortizes the discount
to interest expense over the debt’s life using the effective interest method.
As of September 30, 2020, 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.
The Company extended the due date on the four (4) tranches of FRH Group convertible notes. Management performed an analysis to
determine the fair value of the BCF on the four (4) tranches and noted that the value of the BCF for each note was insignificant;
thus, the Company did not record any debt discount as of September 30, 2020.
For FRH Group convertible note dated April
24, 2017, the stock’s value 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. As of
December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the issuance date 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. | |
( us-gaap:DebtPolicyTextBlock ) |
| |
Basic and Diluted Income (Loss) Per Share |
Basic and Diluted Income (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 September 30, 2020, and December 31, 2019, the Company had 68,626,332 and 68,626,332 basic and dilutive shares issued and
outstanding, respectively. 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 nine months ended September 30, 2020 and 2019, common stock equivalents were anti-dilutive due to a net loss of $276,517 and
$86,022, respectively, for the period. During the three and nine months ended September 30, 2020, common stock equivalents were
anti-dilutive due to a net loss for the period. Hence, the Company has not considered in the computation. | |
( us-gaap:EarningsPerSharePolicyTextBlock ) |
| |
Reclassifications |
Reclassifications
We have reclassified certain prior period amounts
to conform to the current year’s presentation. None of these classifications impacted 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 an 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 customers’ contracts. 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. The Company adopted ASC 606 using the modified retrospective method applied
to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January
1, 2019, under ASC 606 while prior period amounts are reported following legacy GAAP. Refer to Note 2 Revenue from Major Contracts
with Customers for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.
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.
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 - Notes Payable (Tables) |
Disclosure - Notes Payable (Tables) (USD $) |
9 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Schedule of Notes Payable |
The Company will not issue fractional share
or scrip representing a fractional share 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): |
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
|
|
12/31/2020 |
|
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 of $100,000 coupon 6%, dated February 22, 2016, was amended to extend the
maturity date from June 30, 2019, to September 30, 2020. The Convertible Promissory Note with the face value of $400,000, coupon
6% issue, dated May 16, 2016, was amended to extend the maturity date from June 30, 2019, to December 31, 2020. The Convertible
Promissory Note with the face value of $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity
date from June 30, 2019, to December 31, 2020. The Company, by the 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. | |
( us-gaap:ScheduleOfDebtTableTextBlock ) |
| |
|
(End Disclosure - Notes Payable (Tables)) |
|
Disclosure - Warrants (Tables) |
Disclosure - Warrants (Tables) (USD $) |
9 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Schedule of Warrants Activity |
Information About the Warrants Outstanding
During Fiscal 2020 Follows
Original Number of Warrants Issued |
|
|
Exercise Price per Common Share |
|
|
Exercisable at December 31, 2019 |
|
|
Became Exercisable |
|
|
Exercised |
|
|
Terminated / Canceled / Expired |
|
|
Exercisable at September 30, 2020 |
|
|
Expiration Date |
|
653,332 |
|
|
$ |
0.30 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
653,332 |
|
|
|
- |
|
|
April 2019 |
| |
( us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock ) |
| |
|
(End Disclosure - Warrants (Tables)) |
|
Disclosure - Business Description and Nature of Operations (Details Narrative) |
Disclosure - Business Description and Nature of Operations (Details Narrative) (FRH Prime Ltd. [Member], USD $) |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
( dei:EntityDomain ) |
|
|
Generated volume rebates |
1,861 | |
1,281 | |
( custom:GeneratedVolumeRebates [Extension] ) |
| |
| |
Number of directors |
3 | |
| |
( custom:NumberOfDirectors [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 $) |
|
|
9 Months Ended |
3 Months Ended |
|
1 Month Ended |
|
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
|
|
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
Feb. 28, 2019 |
Feb. 28, 2019 |
Feb. 28, 2019 |
Apr. 30, 2019 |
( us-gaap:IncomeStatementLocationAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expense [Member] |
|
|
( us-gaap:IncomeStatementLocationDomain ) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
59,024 | |
27,884 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Allowance for doubtful, accounts receivable |
95,961 | |
78,087 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AllowanceForDoubtfulAccountsReceivable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Bad debt expense |
| |
| |
17,875 | |
20,000 | |
| |
| |
| |
| |
| |
| |
( custom:BadDebtExpense [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Sales and marketing |
| |
| |
5,647 | |
19,817 | |
3,894 | |
3,636 | |
| |
| |
| |
| |
( us-gaap:SellingAndMarketingExpense ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Sales percentage |
| |
| |
0.0326 | |
0.0611 | |
0.0906 | |
0.0630 | |
| |
| |
| |
| |
( us-gaap:ConcentrationRiskPercentage1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Membership fees |
| |
| |
90 | |
| |
| |
| |
| |
| |
| |
| |
( custom:MembershipFees [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Rent payment per month |
| |
| |
890 | |
| |
| |
| |
| |
1,750 | |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, term |
| |
| |
| |
| |
| |
| |
P1Y | |
| |
| |
P11M | |
( us-gaap:LesseeOperatingLeaseTermOfContract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, description |
| |
| |
| |
| |
| |
| |
| |
| |
From February 2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and marketing in Europe and Asia. | |
| |
( us-gaap:LesseeOperatingLeaseDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Performance obligations, description |
| |
| |
The Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100 hours per month. | |
| |
| |
| |
| |
| |
| |
| |
( custom:PerformanceObligationsDescription [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of active customers |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:NumberOfActiveCustomers [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Research and development cost |
| |
| |
� | |
� | |
� | |
� | |
| |
| |
| |
| |
( us-gaap:ResearchAndDevelopmentExpense ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Impairment charges |
| |
| |
� | |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AssetImpairmentCharges ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Estimated useful life of the software |
| |
| |
P3Y | |
P3Y | |
P3Y | |
P3Y | |
| |
| |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amortization expense |
| |
| |
183,344 | |
67,970 | |
68,616 | |
48,127 | |
| |
| |
| |
| |
( us-gaap:AdjustmentForAmortization ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amortized discount |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AmortizationOfDebtDiscountPremium ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Intrinsic value |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of common shares basic and diluted |
| |
| |
69,467,881 | |
68,618,343 | |
70,297,234 | |
68,626,332 | |
| |
| |
| |
| |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Potentially dilutive shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock equivalents, dilutive net income |
| |
| |
276,517 | |
86,022 | |
| |
| |
| |
| |
| |
| |
( us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) |
1 Month Ended |
9 Months Ended |
12 Months Ended |
|
12 Months Ended |
9 Months Ended |
( us-gaap:AccountingPoliciesAbstract ) |
|
|
|
|
|
|
|
Apr. 30, 2019 |
Apr. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Dec. 31, 2019 |
Dec. 31, 2017 |
Dec. 31, 2017 |
Dec. 31, 2019 |
Sep. 30, 2020 |
( us-gaap:IncomeStatementLocationAxis ) |
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expense [Member] |
|
Customer Concentration Risk [Member] Sales Revenue, Net [Member] Top Three Customers [Member] |
Customer Concentration Risk [Member] Sales Revenue, Net [Member] Top Three Customers [Member] |
Customer Concentration Risk [Member] Accounts Receivable [Member] Top Four Customers [Member] |
Customer Concentration Risk [Member] Accounts Receivable [Member] Top Four Customers [Member] |
|
|
|
Four Outstanding FRH Group Convertible Notes [Member] |
( us-gaap:IncomeStatementLocationDomain ) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( 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 |
| |
| |
0.8247 | |
0.9429 | |
0.7321 | |
0.8443 | |
| |
| |
| |
| |
( us-gaap:ConcentrationRiskPercentage1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Membership fees |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:MembershipFees [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Rent payment per month |
500 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, term |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LesseeOperatingLeaseTermOfContract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, description |
| |
From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement's terms by giving thirty (30) days' notice. | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:LesseeOperatingLeaseDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Performance obligations, description |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:PerformanceObligationsDescription [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of active customers |
| |
| |
6 | |
10 | |
4 | |
4 | |
| |
| |
| |
| |
( custom:NumberOfActiveCustomers [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Research and development cost |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ResearchAndDevelopmentExpense ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Impairment charges |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AssetImpairmentCharges ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Estimated useful life of the software |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amortization expense |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:AdjustmentForAmortization ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amortized discount |
| |
| |
| |
| |
| |
| |
97,996 | |
| |
| |
| |
( us-gaap:AmortizationOfDebtDiscountPremium ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Intrinsic value |
| |
| |
| |
| |
| |
| |
| |
97,996 | |
| |
| |
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of common shares basic and diluted |
| |
| |
| |
| |
| |
| |
| |
| |
68,626,332 | |
| |
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Potentially dilutive shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
20,000,000 | |
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock equivalents, dilutive net income |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Summary of Significant Accounting Policies (Details Narrative)) |
|
Disclosure - Going Concern and Management's Plans (Details Narrative) |
Disclosure - Going Concern and Management's Plans (Details Narrative) (USD $) |
|
|
3 Months Ended |
9 Months Ended |
( custom:ManagementsPlansAbstract [Extension] ) |
|
|
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit |
(1,312,011 | ) |
(1,035,494 | ) |
| |
| |
| |
| |
( us-gaap:RetainedEarningsAccumulatedDeficit ) |
| |
| |
| |
| |
| |
| |
Net loss |
| |
| |
(53,351 | ) |
(64,180 | ) |
(276,517 | ) |
(86,022 | ) |
( us-gaap:NetIncomeLoss ) |
| |
| |
| |
| |
| |
| |
Cash on hand |
59,024 | |
27,884 | |
| |
| |
| |
| |
( us-gaap:CashAndCashEquivalentsAtCarryingValue ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Going Concern and Management's Plans (Details Narrative)) |
|
Disclosure - Capitalized Software Costs (Details Narrative) |
Disclosure - Capitalized Software Costs (Details Narrative) (USD $) |
3 Months Ended |
|
|
( custom:CapitalizedSoftwareCostsAbstract [Extension] ) |
|
|
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Dec. 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated useful life of capitalized software |
P3Y | |
P3Y | |
| |
| |
( us-gaap:PropertyPlantAndEquipmentUsefulLife ) |
| |
| |
| |
| |
Gross capitalized software asset |
| |
| |
980,058 | |
829,500 | |
( us-gaap:CapitalizedComputerSoftwareGross ) |
| |
| |
| |
| |
Accumulated software depreciation and amortization expenses |
| |
| |
323,218 | |
139,875 | |
( us-gaap:CapitalizedComputerSoftwareAccumulatedAmortization ) |
| |
| |
| |
| |
Unamortized balance of capitalized software |
| |
| |
656,840 | |
689,625 | |
( us-gaap:CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers ) |
| |
| |
| |
| |
|
(End Disclosure - Capitalized Software Costs (Details Narrative)) |
|
Disclosure - Property and Equipment (Details Narrative) |
Disclosure - Property and Equipment (Details Narrative) (USD $) |
|
1 Month Ended |
|
1 Month Ended |
( us-gaap:PropertyPlantAndEquipmentAbstract ) |
|
|
|
|
|
Feb. 28, 2019 |
Feb. 28, 2019 |
Feb. 28, 2019 |
Apr. 30, 2019 |
Apr. 30, 2019 |
Apr. 30, 2019 |
( us-gaap:IncomeStatementLocationAxis ) |
|
|
|
|
|
|
|
|
General and Administrative Expense [Member] |
|
|
General and Administrative Expense [Member] |
|
( us-gaap:IncomeStatementLocationDomain ) |
|
|
|
|
|
|
Office lease, term |
P1Y | |
| |
| |
P11M | |
| |
| |
( us-gaap:LesseeOperatingLeaseTermOfContract ) |
| |
| |
| |
| |
| |
| |
Office rent payment for per month |
| |
1,750 | |
| |
| |
500 | |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
Office lease, description |
| |
| |
From February 2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and marketing in Europe and Asia. | |
| |
| |
From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement's terms by giving thirty (30) days' notice. | |
( us-gaap:LesseeOperatingLeaseDescription ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Property and Equipment (Details Narrative)) |
|
Disclosure - Related Party Transactions (Details Narrative) |
Disclosure - Related Party Transactions (Details Narrative) (USD $) |
9 Months Ended |
|
14 Months Ended |
|
0 Months Ended |
( us-gaap:RelatedPartyTransactionsAbstract ) |
|
|
|
|
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Mar. 21, 2017 |
Mar. 21, 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] |
Stock Purchase Agreement [Member] Brent Eaglstein [Member] |
Stock Purchase Agreement [Member] Susan Eaglstein and Brent Eaglstein [Member] |
( dei:EntityDomain ) |
|
|
|
|
|
|
|
|
Generated volume rebates |
1,861 | |
1,281 | |
| |
| |
| |
| |
| |
| |
( custom:GeneratedVolumeRebates [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Short term borrowing |
| |
| |
1,000,000 | |
| |
| |
| |
| |
| |
( us-gaap:ShortTermBorrowings ) |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
| |
| |
The Company executed Convertible Promissory Notes due between April 24, 2019 and June 30, 2019 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument convertible price per share |
| |
| |
0.10 | |
| |
0.05 | |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate |
| |
| |
0.06 | |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
| |
| |
| |
| |
1,000,000 | |
400,000 | |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
| |
| |
Value of shares issued during period |
| |
| |
| |
| |
| |
| |
| |
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 $) |
|
9 Months Ended |
|
|
( us-gaap:LineOfCreditFacilityAbstract ) |
|
|
|
|
|
Jun. 24, 2016 |
Sep. 30, 2020 |
Sep. 30, 2020 |
Dec. 31, 2019 |
( dei:LegalEntityAxis ) |
|
|
|
|
|
Bank of America [Member] |
|
|
|
( dei:EntityDomain ) |
|
|
|
|
|
| |
| |
| |
| |
|
| |
| |
| |
| |
Revolving line of credit |
40,000 | |
| |
| |
| |
( 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 |
| |
| |
35,723 | |
31,514 | |
( us-gaap:LinesOfCreditCurrent ) |
| |
| |
| |
| |
|
(End Disclosure - Line of Credit (Details Narrative)) |
|
Disclosure - Notes Payable (Details Narrative) |
Disclosure - Notes Payable (Details Narrative) (USD $) |
|
0 Months Ended |
|
|
0 Months Ended |
|
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 |
May. 16, 2016 |
May. 16, 2016 |
May. 16, 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] |
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] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face value |
100,000 | |
| |
| |
| |
| |
400,000 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
| |
2018-02-28 | |
| |
| |
| |
| |
2018-05-31 | |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
The Company extended the Maturity Date of the Note to June 30, 2019, and an additional extension to December 31, 2020. | |
| |
| |
| |
| |
The Company extended the Maturity Date of the Note to June 30, 2019, and an additional extension to December 31, 2020. | |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate |
0.06 | |
| |
| |
| |
| |
0.06 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
0.10 | |
| |
| |
| |
| |
0.10 | |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate per share |
0.10 | |
| |
0.10 | |
0.05 | |
| |
0.10 | |
| |
0.10 | |
0.05 | |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
1,000,000 | |
| |
| |
2,000,000 | |
| |
4,000,000 | |
| |
| |
8,000,000 | |
( 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 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Loans |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromLoans ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds from promissory note |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromIssuanceOfDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, periodic payment |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentPeriodicPayment ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, description |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Program to offer emergency grant |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ProgramToOfferEmergencyGrant [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amount received in grants |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:AmountReceivedInGrants [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable (Details Narrative) (USD $) |
|
0 Months Ended |
|
|
0 Months Ended |
|
0 Months Ended |
|
|
0 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
|
|
|
|
Nov. 17, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
Nov. 17, 2016 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
Apr. 24, 2017 |
( 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] |
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] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face value |
250,000 | |
| |
| |
| |
| |
250,000 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
| |
2018-11-30 | |
| |
| |
| |
| |
2019-04-24 | |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
Additional extension to June 30, 2019. The Company extended the Maturity Date of the Note to June 30, 2019, and an additional extension to December 31, 2020. | |
| |
| |
| |
| |
The Company extended the Maturity Date of the Note to June 30, 2019, and an additional extension to December 31, 2020 | |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate |
0.06 | |
| |
| |
| |
| |
0.06 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
0.10 | |
| |
| |
| |
| |
0.10 | |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate per share |
0.10 | |
| |
0.10 | |
0.05 | |
| |
0.10 | |
| |
0.10 | |
0.05 | |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
2,500,000 | |
| |
| |
5,000,000 | |
| |
2,500,000 | |
| |
| |
5,000,000 | |
( 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 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Loans |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromLoans ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds from promissory note |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromIssuanceOfDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, periodic payment |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentPeriodicPayment ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, description |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Program to offer emergency grant |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ProgramToOfferEmergencyGrant [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amount received in grants |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:AmountReceivedInGrants [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Notes Payable (Details Narrative) (USD $) |
|
|
0 Months Ended |
|
0 Months Ended |
|
9 Months Ended |
0 Months Ended |
( us-gaap:DebtDisclosureAbstract ) |
|
|
|
|
|
|
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
Apr. 1, 2020 |
May. 1, 2020 |
May. 1, 2020 |
May. 22, 2020 |
May. 22, 2020 |
May. 22, 2020 |
Sep. 30, 2020 |
May. 14, 2020 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer [Member] |
Paycheck Protection Program [Member] |
Paycheck Protection Program [Member] |
Small Business Administration [Member] |
|
Small Business Administration [Member] |
Economic Injury Disaster Loan [Member] Maximum [Member] |
Economic Injury Disaster Loan [Member] |
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
|
|
|
|
Debt instrument, face value |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument maturity date, description |
| |
| |
| |
The maturity date of two (2) years from the funding date of the PPP Note. | |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate |
| |
| |
| |
| |
0.0100 | |
| |
| |
0.0375 | |
| |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate for periodical payments |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentInterestRateDuringPeriod ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate per share |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument conversion rate |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:DebtConversionConvertedInstrumentRate ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Convertible notes payable, current |
1,000,000 | |
1,000,000 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:ConvertibleNotesPayableCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accrued interest, current |
241,908 | |
196,908 | |
| |
| |
| |
| |
| |
144,900 | |
| |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Loans |
| |
| |
15,000 | |
| |
| |
144,900 | |
144,800 | |
| |
| |
| |
( us-gaap:ProceedsFromLoans ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proceeds from promissory note |
| |
| |
| |
50,632 | |
| |
| |
| |
| |
| |
| |
( us-gaap:ProceedsFromIssuanceOfDebt ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, periodic payment |
| |
| |
| |
| |
| |
707 | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentPeriodicPayment ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt instrument, description |
| |
| |
| |
| |
| |
The installment payments will include principal and interest, of $707 monthly, will begin Twelve (12) months from the date of the promissory Note. The balance of principal and interest will be payable Thirty (30) years from the date of the promissory Note. | |
| |
| |
| |
| |
( us-gaap:DebtInstrumentDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Program to offer emergency grant |
| |
| |
| |
| |
| |
| |
| |
| |
10,000 | |
| |
( custom:ProgramToOfferEmergencyGrant [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amount received in grants |
| |
| |
| |
| |
| |
| |
| |
| |
| |
4,000 | |
( custom:AmountReceivedInGrants [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Notes Payable (Details Narrative)) |
|
Disclosure - Notes Payable - Schedule of Notes Payable (Details) |
Disclosure - Notes Payable - Schedule of Notes Payable (Details) (FRH Group Note [Member], USD $) |
0 Months Ended |
|
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 |
Apr. 24, 2017 |
Apr. 24, 2017 |
( us-gaap:DebtInstrumentAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( us-gaap:DebtInstrumentNameDomain ) |
|
|
|
|
|
|
|
|
Original Amount of Note: |
100,000 | |
| |
400,000 | |
| |
250,000 | |
| |
250,000 | |
| |
( us-gaap:DebtConversionOriginalDebtAmount1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
Outstanding Principal Balance: |
| |
100,000 | |
| |
400,000 | |
| |
250,000 | |
| |
250,000 | |
( us-gaap:DebtInstrumentFaceAmount ) |
| |
| |
| |
| |
| |
| |
| |
| |
Maturity Date: |
2020-12-31 | [1] |
| |
2020-12-31 | [1] |
| |
2020-12-31 | [1] |
| |
2020-12-31 | [1] |
| |
( us-gaap:DebtInstrumentMaturityDate ) |
| |
| |
| |
| |
| |
| |
| |
| |
Interest Rate: |
| |
0.06 | |
| |
0.06 | |
| |
0.06 | |
| |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
Date to which interest has been paid: |
Accrued | |
| |
Accrued | |
| |
Accrued | |
| |
Accrued | |
| |
( us-gaap:DebtConversionConvertedInstrumentType ) |
| |
| |
| |
| |
| |
| |
| |
| |
Conversion Rate: |
| |
0.10 | |
| |
0.10 | |
| |
0.10 | |
| |
0.10 | |
( us-gaap:DebtInstrumentConvertibleConversionPrice1 ) |
| |
| |
| |
| |
| |
| |
| |
| |
Floor Conversion Price: |
| |
0.05 | |
| |
0.05 | |
| |
0.05 | |
| |
0.05 | |
( custom:FloorConversionPrice [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
Footnotes: |
1. | | Note Extension - The Convertible Promissory Note with the face value of $100,000 coupon 6%, dated February 22, 2016, was amended to extend the maturity date from June 30, 2019, to September 30, 2020. The Convertible Promissory Note with the face value of $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the maturity date from June 30, 2019, to December 31, 2020. The Convertible Promissory Note with the face value of $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from June 30, 2019, to December 31, 2020. The Company, by the 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 - Schedule of Notes Payable (Details)) |
|
Disclosure - Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) |
Disclosure - Notes Payable - Schedule of Notes Payable (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 June 30, 2019, to September 30, 2020 | |
| |
Extend the maturity date from June 30, 2019, to December 31, 2020. | |
| |
Extend the maturity date from June 30, 2019, to December 31, 2020 | |
( us-gaap:DebtInstrumentMaturityDateDescription ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Notes Payable - Schedule of Notes Payable (Details) (Parenthetical)) |
|
Disclosure - Commitments and Contingencies (Details Narrative) |
Disclosure - Commitments and Contingencies (Details Narrative) (USD $) |
9 Months Ended |
|
1 Month Ended |
|
1 Month Ended |
|
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
|
|
|
|
|
Sep. 30, 2020 |
Sep. 30, 2019 |
Feb. 28, 2019 |
Feb. 28, 2019 |
Feb. 28, 2019 |
Apr. 30, 2019 |
Apr. 30, 2019 |
Apr. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2020 |
( us-gaap:IncomeStatementLocationAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expense [Member] |
|
|
General and Administrative Expense [Member] |
|
Chief Executive Officer and Chief Financial Officer [Member] |
FRH Group Note [Member] |
( us-gaap:IncomeStatementLocationDomain ) |
|
|
|
|
|
|
|
|
|
|
Rental expense |
23,124 | |
22,909 | |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:LeaseAndRentalExpenses [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, term |
| |
| |
P1Y | |
| |
| |
P11M | |
| |
| |
| |
| |
( us-gaap:LesseeOperatingLeaseTermOfContract ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Rent payment per month |
890 | |
| |
| |
1,750 | |
| |
| |
500 | |
| |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Office lease, description |
| |
| |
| |
| |
From February 2020, this agreement is extended for one year period at $1,750 per month. The Company uses the office for sales and marketing in Europe and Asia. | |
| |
| |
From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by the agreement's terms by giving thirty (30) days' notice. | |
| |
| |
( us-gaap:LesseeOperatingLeaseDescription ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Monthly compensation |
| |
| |
| |
| |
| |
| |
| |
| |
5,000 | |
| |
( us-gaap:OfficersCompensation ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Debt interest rate |
| |
| |
| |
| |
| |
| |
| |
| |
| |
0.06 | |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accrued interest |
| |
| |
| |
| |
| |
| |
| |
| |
| |
241,908 | |
( us-gaap:InterestPayableCurrent ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Payroll tax amount |
15,427 | |
� | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:IncreaseDecreaseInAccruedTaxesPayable ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Commitments and Contingencies (Details Narrative) (USD $) |
|
9 Months Ended |
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract ) |
|
|
|
Dec. 31, 2019 |
Sep. 30, 2020 |
( us-gaap:IncomeStatementLocationAxis ) |
|
|
|
FRH Group Note [Member] |
General and Administrative Expense [Member] |
( us-gaap:IncomeStatementLocationDomain ) |
|
|
Rental expense |
| |
| |
( custom:LeaseAndRentalExpenses [Extension] ) |
| |
| |
Office lease, term |
| |
| |
( us-gaap:LesseeOperatingLeaseTermOfContract ) |
| |
| |
Rent payment per month |
| |
| |
( us-gaap:PaymentsForRent ) |
| |
| |
Office lease, description |
| |
| |
( us-gaap:LesseeOperatingLeaseDescription ) |
| |
| |
Monthly compensation |
| |
| |
( us-gaap:OfficersCompensation ) |
| |
| |
Debt interest rate |
0.06 | |
| |
( us-gaap:DebtInstrumentInterestRateStatedPercentage ) |
| |
| |
Accrued interest |
196,908 | |
| |
( us-gaap:InterestPayableCurrent ) |
| |
| |
Payroll tax amount |
| |
15,427 | |
( us-gaap:IncreaseDecreaseInAccruedTaxesPayable ) |
| |
| |
|
(End Disclosure - Commitments and Contingencies (Details Narrative)) |
|
Disclosure - Stockholders' Deficit (Details Narrative) |
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
|
|
9 Months Ended |
0 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
|
|
|
Sep. 30, 2020 |
Dec. 31, 2019 |
Sep. 30, 2020 |
Dec. 12, 2016 |
Dec. 12, 2016 |
Dec. 12, 2016 |
Jan. 21, 2016 |
Jan. 21, 2016 |
Dec. 12, 2016 |
Mar. 15, 2017 |
( us-gaap:StatementEquityComponentsAxis ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mitchell Eaglstein [Member] Preferred Stock [Member] |
Imran Firoz [Member] Preferred Stock [Member] |
FRH Group Ltd [Member] Preferred Stock [Member] |
Mitchell Eaglstein [Member] Common Stock [Member] |
Imran Firoz [Member] Common Stock [Member] |
Two Founding Members [Member] Common Stock [Member] |
|
( us-gaap:EquityComponentDomain ) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
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 |
71,371,385 | |
68,626,332 | |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:CommonStockSharesIssued ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Common stock, shares outstanding |
71,371,385 | |
68,626,332 | |
| |
| |
| |
| |
| |
| |
| |
| |
( 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 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, voting rights |
| |
| |
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. | |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockVotingRights ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period for services |
| |
| |
| |
2,600,000 | |
400,000 | |
1,000,000 | |
30,000,000 | |
5,310,000 | |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
| |
| |
| |
| |
| |
| |
| |
28,600,000 | |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued |
| |
| |
| |
| |
| |
| |
| |
| |
| |
1,000,000 | |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued, value |
| |
| |
| |
| |
| |
| |
| |
| |
| |
50,000 | |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period, value |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Share issued price per share |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:SharesIssuedPricePerShare ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Return of common stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ReturnOfCommonStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
3 Months Ended |
0 Months Ended |
1 Month Ended |
0 Months Ended |
|
( us-gaap:EquityAbstract ) |
|
|
|
|
|
|
Mar. 15, 2017 |
Mar. 17, 2017 |
Mar. 21, 2017 |
Oct. 3, 2017 |
Oct. 31, 2017 |
Jan. 15, 2019 |
Feb. 15, 2019 |
Feb. 26, 2019 |
Jun. 3, 2020 |
Jun. 3, 2020 |
( us-gaap:StatementEquityComponentsAxis ) |
|
|
|
|
|
|
|
|
|
|
|
Three Individuals [Member] |
Stock Purchase Agreement [Member] Susan Eaglstein [Member] |
Stock Purchase Agreement [Member] Bret Eaglstein [Member] |
Common Shares and Class A Warrant [Member] |
Management Consultants [Member] |
Ten Consultants [Member] |
|
|
Benchmark Investments, Inc. [Member] |
Benchmark Investments, Inc. [Member] |
( us-gaap:EquityComponentDomain ) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( 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 ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Preferred stock, voting rights |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:PreferredStockVotingRights ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period for services |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period |
| |
1,000,000 | |
400,000 | |
653,332 | |
| |
| |
| |
2,967,000 | |
2,745,053 | |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued |
1,500,000 | |
| |
| |
| |
70,000 | |
60,000 | |
33,000 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of restricted common shares issued, value |
75,000 | |
| |
| |
| |
10,500 | |
9,000 | |
4,950 | |
| |
| |
| |
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Number of shares issued during period, value |
| |
50,000 | |
20,000 | |
98,000 | |
| |
| |
| |
| |
686,263 | |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Share issued price per share |
| |
| |
| |
| |
| |
| |
| |
| |
| |
0.25 | |
( us-gaap:SharesIssuedPricePerShare ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Return of common stock, shares |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
( custom:ReturnOfCommonStockShares [Extension] ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Table continued from above |
|
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) |
0 Months Ended |
( us-gaap:EquityAbstract ) |
|
|
Aug. 25, 2020 |
( us-gaap:StatementEquityComponentsAxis ) |
|
|
|
( us-gaap:EquityComponentDomain ) |
|
Preferred stock, shares authorized |
| |
( 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 ) |
| |
Preferred stock, voting rights |
| |
( us-gaap:PreferredStockVotingRights ) |
| |
Number of shares issued during period for services |
| |
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices ) |
| |
Number of shares issued during period |
| |
( us-gaap:StockIssuedDuringPeriodSharesNewIssues ) |
| |
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, value |
| |
( us-gaap:StockIssuedDuringPeriodValueNewIssues ) |
| |
Share issued price per share |
| |
( us-gaap:SharesIssuedPricePerShare ) |
| |
Return of common stock, shares |
2,745,053 | |
( custom:ReturnOfCommonStockShares [Extension] ) |
| |
|
(End Disclosure - Stockholders' Deficit (Details Narrative)) |
|
Disclosure - Warrants (Details Narrative) |
Disclosure - Warrants (Details Narrative) (USD $) |
0 Months Ended |
|
|
|
9 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
|
|
|
|
Jun. 1, 2017 |
Jun. 1, 2017 |
Jun. 1, 2017 |
Sep. 30, 2020 |
Sep. 30, 2020 |
Sep. 30, 2020 |
( us-gaap:SubsidiarySaleOfStockAxis ) |
|
|
|
|
|
|
|
Private Placement [Member] |
Private Placement [Member] Maximum [Member] |
Private Placement [Member] |
Class A Warrant [Member] |
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 "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. | |
| |
| |
| |
| |
| |
( custom:DescriptionOfWarrants [Extension] ) |
| |
| |
| |
| |
| |
| |
Common stock, par value |
| |
| |
0.0001 | |
| |
| |
| |
( us-gaap:CommonStockParOrStatedValuePerShare ) |
| |
| |
| |
| |
| |
| |
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 ) |
| |
| |
| |
| |
| |
| |
Trading days |
| |
| |
| |
| |
| |
10 | |
( us-gaap:DebtInstrumentConvertibleThresholdTradingDays ) |
| |
| |
| |
| |
| |
| |
|
(End Disclosure - Warrants (Details Narrative)) |
|
Disclosure - Warrants - Schedule of Warrants Activity (Details) |
Disclosure - Warrants - Schedule of Warrants Activity (Details) (USD $) |
9 Months Ended |
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract ) |
|
|
Sep. 30, 2020 |
|
|
|
|
|
|
Original Number of Warrants Issued |
653,332 | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber ) |
| |
Exercise Price per Common Share |
0.30 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisePrice [Extension] ) |
| |
Exercisable at December 31, 2019 |
� | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsExercisable [Extension] ) |
| |
Became Exercisable |
� | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsBecameExercisable [Extension] ) |
| |
Exercised |
� | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised ) |
| |
Terminated/Canceled/Expired |
653,332 | |
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations ) |
| |
Exercisable at September 30, 2020 |
� | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsExercisable [Extension] ) |
| |
Expiration Date |
2019-04-30 | |
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirationDate [Extension] ) |
| |
|
(End Disclosure - Warrants - Schedule of Warrants Activity (Details)) |
Contexts |
ID |
Period |
CIK |
Dimensions |
From2020-01-01to2020-09-30 |
2020-01-01 - 2020-09-30 |
0001722731 |
|
AsOf2018-09-19 |
2018-09-19 |
0001722731 |
|
AsOf2020-09-30 |
2020-09-30 |
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 |
From2019-01-01to2019-09-30_custom_FRHPrimeLtdMember |
2019-01-01 - 2019-09-30 |
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 |
From2016-02-23to2017-04-24_custom_FRHGroupLtdMember_custom_ConvertiblePromissoryNotesMember |
2016-02-23 - 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 |
From2017-03-16to2017-03-21_custom_StockPurchaseAgreementMember_custom_BrentEaglsteinMember |
2017-03-16 - 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 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2016-05-15to2016-05-16_custom_ConvertiblePromissoryNotesMember |
2016-05-15 - 2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
AsOf2016-11-17_custom_ConvertiblePromissoryNotesMember |
2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2016-11-16to2016-11-17_custom_ConvertiblePromissoryNotesMember |
2016-11-16 - 2016-11-17 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2018-01-01to2018-12-31_custom_JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember270551843 |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:AwardDateAxis: custom:JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember |
From2016-07-01to2016-07-31_us-gaap_ChiefExecutiveOfficerMember |
2016-07-01 - 2016-07-31 |
0001722731 |
srt:TitleOfIndividualAxis: srt:ChiefExecutiveOfficerMember |
From2016-07-01to2016-07-31_us-gaap_ChiefFinancialOfficerMember |
2016-07-01 - 2016-07-31 |
0001722731 |
srt:TitleOfIndividualAxis: srt:ChiefFinancialOfficerMember |
From2018-09-01to2018-09-30_custom_ChiefExecutiveOfficerAndChiefFinancialOfficerMember |
2018-09-01 - 2018-09-30 |
0001722731 |
srt:TitleOfIndividualAxis: custom:ChiefExecutiveOfficerAndChiefFinancialOfficerMember |
From2017-07-18to2017-07-19_custom_DefinitiveAssetPurchaseAgreementMember |
2017-07-18 - 2017-07-19 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:DefinitiveAssetPurchaseAgreementMember |
From2018-01-01to2018-12-31_custom_TopThreeCustomersMember_us-gaap_SalesRevenueNetMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopThreeCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember |
From2017-01-01to2017-12-31_custom_TopThreeCustomersMember_us-gaap_SalesRevenueNetMember |
2017-01-01 - 2017-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopThreeCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember |
From2018-01-01to2018-12-31_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopFourCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember |
From2017-01-01to2017-09-30_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember |
2017-01-01 - 2017-09-30 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopFourCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember |
From2018-01-01to2018-12-31_custom_FRHGroupMember |
2018-01-01 - 2018-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupMember |
From2016-12-11to2016-12-12_custom_MitchellEaglsteinMember_us-gaap_PreferredStockMember |
2016-12-11 - 2016-12-12 |
0001722731 |
srt:TitleOfIndividualAxis: custom:MitchellEaglsteinMember us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2016-12-11to2016-12-12_custom_ImranFirozMember_us-gaap_PreferredStockMember |
2016-12-11 - 2016-12-12 |
0001722731 |
srt:TitleOfIndividualAxis: custom:ImranFirozMember us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2016-12-11to2016-12-12_custom_FRHGroupLtdMember_us-gaap_PreferredStockMember |
2016-12-11 - 2016-12-12 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupLtdMember us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2016-01-20to2016-01-21_custom_MitchellEaglsteinMember_us-gaap_CommonStockMember |
2016-01-20 - 2016-01-21 |
0001722731 |
srt:TitleOfIndividualAxis: custom:MitchellEaglsteinMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2016-01-20to2016-01-21_custom_ImranFirozMember_us-gaap_CommonStockMember |
2016-01-20 - 2016-01-21 |
0001722731 |
srt:TitleOfIndividualAxis: custom:ImranFirozMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2016-12-11to2016-12-12_custom_TwoFoundingMemberMember_us-gaap_CommonStockMember |
2016-12-11 - 2016-12-12 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TwoFoundingMemberMember us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2017-03-14to2017-03-15_custom_TwoFoundingMemberMember |
2017-03-14 - 2017-03-15 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TwoFoundingMemberMember |
From2017-03-14to2017-03-15_custom_ThreeIndividualsMember |
2017-03-14 - 2017-03-15 |
0001722731 |
srt:TitleOfIndividualAxis: custom:ThreeIndividualsMember |
From2017-03-16to2017-03-17_custom_SusanEaglsteinMember_custom_StockPurchaseAgreementMember |
2017-03-16 - 2017-03-17 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:StockPurchaseAgreementMember srt:TitleOfIndividualAxis: custom:SusanEaglsteinMember |
From2017-03-20to2017-03-21_custom_BretEaglsteinMember_custom_StockPurchaseAgreementMember |
2017-03-20 - 2017-03-21 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:StockPurchaseAgreementMember srt:TitleOfIndividualAxis: custom:BretEaglsteinMember |
From2017-07-01to2017-10-03_custom_OneShareOfCommonStockAndClassAWarrantMember |
2017-07-01 - 2017-10-03 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: custom:OneShareOfCommonStockAndClassAWarrantMember |
From2017-10-30to2017-10-31_custom_ManagementConsultantsMember |
2017-10-30 - 2017-10-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:ManagementConsultantsMember |
AsOf2018-12-31_custom_ClassAWarrantMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: custom:ClassAWarrantMember |
AsOf2018-12-31_us-gaap_WarrantMember |
2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:WarrantMember |
AsOf2019-12-31_srt_MinimumMember |
2019-12-31 |
0001722731 |
srt:RangeAxis: srt:MinimumMember |
AsOf2019-12-31_srt_MaximumMember |
2019-12-31 |
0001722731 |
srt:RangeAxis: srt:MaximumMember |
From2017-01-01to2017-12-31_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember |
2017-01-01 - 2017-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopFourCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember |
AsOf2020-09-30_custom_FRHGroupNoteMember |
2020-09-30 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2017-12-31_custom_FRHGroupNoteMember |
2017-12-31 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
From2017-03-14to2017-03-15 |
2017-03-14 - 2017-03-15 |
0001722731 |
|
From2017-05-30to2017-06-01_us-gaap_PrivatePlacementMember_srt_MaximumMember |
2017-05-30 - 2017-06-01 |
0001722731 |
us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember srt:RangeAxis: srt:MaximumMember |
From2017-05-30to2017-06-01_us-gaap_PrivatePlacementMember |
2017-05-30 - 2017-06-01 |
0001722731 |
us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember |
From2018-08-01to2018-08-31_custom_AssetPurchaseAgreementMember_custom_AugustTwoThousandEighteenMember |
2018-08-01 - 2018-08-31 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:AssetPurchaseAgreementMember |
AsOf2017-06-01_us-gaap_PrivatePlacementMember |
2017-06-01 |
0001722731 |
us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember |
AsOf2018-11-08 |
2018-11-08 |
0001722731 |
|
AsOf2018-11-13 |
2018-11-13 |
0001722731 |
|
AsOf2018-09-30 |
2018-09-30 |
0001722731 |
|
AsOf2019-04-15 |
2019-04-15 |
0001722731 |
|
AsOf2017-12-31_custom_FRHGroupNoteIVMember |
2017-12-31 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteIVMember |
From2017-01-01to2017-12-31_custom_FRHGroupNoteIVMember |
2017-01-01 - 2017-12-31 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteIVMember |
From2018-01-01to2018-07-31 |
2018-01-01 - 2018-07-31 |
0001722731 |
|
From2018-01-01to2018-12-31_custom_EightConsultantMember_custom_JanuaryFifteenTwoThousandNineteenMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:EightConsultantMember us-gaap:AwardDateAxis: custom:JanuaryFifteenTwoThousandNineteenMember |
From2018-01-01to2018-12-31_custom_EightConsultantMember_custom_FromJanuaryFifteenTwoThousandNineteenToFebruaryMember |
2018-01-01 - 2018-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:EightConsultantMember us-gaap:AwardDateAxis: custom:FromJanuaryFifteenTwoThousandNineteenToFebruaryMember |
From2018-01-01to2018-12-31_custom_DeferredTaxAssetsMember |
2018-01-01 - 2018-12-31 |
0001722731 |
us-gaap:IncomeTaxAuthorityAxis: custom:DeferredTaxAssetsMember |
AsOf2016-05-16_custom_FRHGroupNoteMember |
2016-05-16 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2019-12-31 |
2019-12-31 |
0001722731 |
|
From2018-01-01to2018-09-30 |
2018-01-01 - 2018-09-30 |
0001722731 |
|
From2020-01-01to2020-09-30_custom_FRHPrimeLtdMember |
2020-01-01 - 2020-09-30 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember |
From2019-01-01to2019-12-31_custom_TopThreeCustomersMember_us-gaap_SalesRevenueNetMember |
2019-01-01 - 2019-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopThreeCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember |
From2019-01-01to2019-12-31_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember |
2019-01-01 - 2019-12-31 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TopFourCustomersMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember |
From2019-01-01to2019-12-31_custom_FRHGroupMember |
2019-01-01 - 2019-12-31 |
0001722731 |
dei:LegalEntityAxis: custom:FRHGroupMember |
AsOf2019-12-31_custom_FRHGroupNoteMember |
2019-12-31 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember |
AsOf2020-09-30_custom_ClassAWarrantMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: custom:ClassAWarrantMember |
AsOf2020-09-30_us-gaap_WarrantMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:WarrantMember |
AsOf2019-05-15 |
2019-05-15 |
0001722731 |
|
AsOf2018-06-30 |
2018-06-30 |
0001722731 |
|
From2019-01-01to2019-09-30 |
2019-01-01 - 2019-09-30 |
0001722731 |
|
From2019-01-01to2019-12-31_us-gaap_PreferredStockMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2018-01-01to2018-09-30_us-gaap_PreferredStockMember |
2018-01-01 - 2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2019-12-31_us-gaap_PreferredStockMember |
2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2018-09-30_us-gaap_PreferredStockMember |
2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2019-01-01to2019-12-31_us-gaap_CommonStockMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2018-01-01to2018-09-30_us-gaap_CommonStockMember |
2018-01-01 - 2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2019-12-31_us-gaap_CommonStockMember |
2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2018-09-30_us-gaap_CommonStockMember |
2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2019-01-01to2019-12-31_us-gaap_AdditionalPaidInCapitalMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2018-01-01to2018-09-30_us-gaap_AdditionalPaidInCapitalMember |
2018-01-01 - 2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2019-12-31_us-gaap_AdditionalPaidInCapitalMember |
2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2018-09-30_us-gaap_AdditionalPaidInCapitalMember |
2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2019-01-01to2019-12-31_us-gaap_RetainedEarningsMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2018-01-01to2018-09-30_us-gaap_RetainedEarningsMember |
2018-01-01 - 2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2019-12-31_us-gaap_RetainedEarningsMember |
2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2018-09-30_us-gaap_RetainedEarningsMember |
2018-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2018-09-03to2018-09-04_custom_AssetPurchaseAgreementMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:AssetPurchaseAgreementMember |
From2018-09-03to2018-09-04_custom_AssetPurchaseAgreementMember_custom_FourInstallmentsMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:AssetPurchaseAgreementMember srt:StatementScenarioAxis: custom:FourInstallmentsMember |
From2020-01-01to2020-09-30_us-gaap_CustomerConcentrationRiskMember_us-gaap_SalesRevenueNetMember_custom_TopThreeCustomersMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:ConcentrationRiskByTypeAxis: us-gaap:CustomerConcentrationRiskMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember srt:MajorCustomersAxis: custom:TopThreeCustomersMember |
From2019-01-01to2019-09-30_us-gaap_CustomerConcentrationRiskMember_us-gaap_SalesRevenueNetMember_custom_TopThreeCustomersMember |
2019-01-01 - 2019-09-30 |
0001722731 |
us-gaap:ConcentrationRiskByTypeAxis: us-gaap:CustomerConcentrationRiskMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember srt:MajorCustomersAxis: custom:TopThreeCustomersMember |
From2019-01-01to2019-12-31_us-gaap_CustomerConcentrationRiskMember_us-gaap_AccountsReceivableMember_custom_TopFourCustomersMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:ConcentrationRiskByTypeAxis: us-gaap:CustomerConcentrationRiskMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember srt:MajorCustomersAxis: custom:TopFourCustomersMember |
From2020-01-01to2020-09-30_us-gaap_CustomerConcentrationRiskMember_us-gaap_AccountsReceivableMember_custom_TopFourCustomersMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:ConcentrationRiskByTypeAxis: us-gaap:CustomerConcentrationRiskMember us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember srt:MajorCustomersAxis: custom:TopFourCustomersMember |
From2018-01-01to2018-09-30_custom_FRHPrimeLtdMember |
2018-01-01 - 2018-09-30 |
0001722731 |
dei:LegalEntityAxis: custom:FRHPrimeLtdMember |
AsOf2017-04-24_custom_ConvertiblePromissoryNotesMember |
2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2017-04-23to2017-04-24_custom_ConvertiblePromissoryNotesMember |
2017-04-23 - 2017-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2019-01-14to2019-01-15_custom_EightConsultantsMember |
2019-01-14 - 2019-01-15 |
0001722731 |
srt:TitleOfIndividualAxis: custom:EightConsultantsMember |
From2019-01-29to2019-02-15_custom_EightConsultantMember_custom_FromJanuaryFifteenTwoThousandNineteenToFebruaryMember |
2019-01-29 - 2019-02-15 |
0001722731 |
srt:TitleOfIndividualAxis: custom:EightConsultantMember |
From2019-01-29to2019-02-15 |
2019-01-29 - 2019-02-15 |
0001722731 |
|
AsOf2019-08-13 |
2019-08-13 |
0001722731 |
|
From2019-10-01to2019-12-31 |
2019-10-01 - 2019-12-31 |
0001722731 |
|
From2018-07-01to2018-09-30 |
2018-07-01 - 2018-09-30 |
0001722731 |
|
From2019-02-01to2019-02-28 |
2019-02-01 - 2019-02-28 |
0001722731 |
|
From2019-04-01to2019-04-30 |
2019-04-01 - 2019-04-30 |
0001722731 |
|
AsOf2019-04-30 |
2019-04-30 |
0001722731 |
|
AsOf2019-02-28 |
2019-02-28 |
0001722731 |
|
From2019-01-01to2019-12-31_custom_FourOutstandingFRHGroupConvertibleNotesMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis: custom:FourOutstandingFRHGroupConvertibleNotesMember |
From2019-02-01to2019-02-28_us-gaap_GeneralAndAdministrativeExpenseMember |
2019-02-01 - 2019-02-28 |
0001722731 |
us-gaap:IncomeStatementLocationAxis: us-gaap:GeneralAndAdministrativeExpenseMember |
From2019-04-01to2019-04-30_us-gaap_GeneralAndAdministrativeExpenseMember |
2019-04-01 - 2019-04-30 |
0001722731 |
us-gaap:IncomeStatementLocationAxis: us-gaap:GeneralAndAdministrativeExpenseMember |
AsOf2020-11-02 |
2020-11-02 |
0001722731 |
|
From2019-10-01to2019-12-31_us-gaap_PreferredStockMember |
2019-10-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2018-10-01to2018-12-31_us-gaap_PreferredStockMember |
2018-10-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2019-09-30_us-gaap_PreferredStockMember |
2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2018-06-30_us-gaap_PreferredStockMember |
2018-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2019-10-01to2019-12-31_us-gaap_CommonStockMember |
2019-10-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2018-10-01to2018-12-31_us-gaap_CommonStockMember |
2018-10-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2019-09-30_us-gaap_CommonStockMember |
2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2018-06-30_us-gaap_CommonStockMember |
2018-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2019-10-01to2019-12-31_us-gaap_AdditionalPaidInCapitalMember |
2019-10-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2018-10-01to2018-12-31_us-gaap_AdditionalPaidInCapitalMember |
2018-10-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2019-09-30_us-gaap_AdditionalPaidInCapitalMember |
2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2018-06-30_us-gaap_AdditionalPaidInCapitalMember |
2018-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2019-10-01to2019-12-31_us-gaap_RetainedEarningsMember |
2019-10-01 - 2019-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2018-10-01to2018-12-31_us-gaap_RetainedEarningsMember |
2018-10-01 - 2018-12-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2019-09-30_us-gaap_RetainedEarningsMember |
2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2018-06-30_us-gaap_RetainedEarningsMember |
2018-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2019-09-30 |
2019-09-30 |
0001722731 |
|
From2019-12-30to2019-12-31 |
2019-12-30 - 2019-12-31 |
0001722731 |
|
From2019-02-25to2019-02-26 |
2019-02-25 - 2019-02-26 |
0001722731 |
|
From2019-01-01to2019-12-31_custom_DeferredTaxAssetsMember |
2019-01-01 - 2019-12-31 |
0001722731 |
us-gaap:IncomeTaxAuthorityAxis: custom:DeferredTaxAssetsMember |
AsOf2019-06-28 |
2019-06-28 |
0001722731 |
|
From2018-09-03to2018-09-04_custom_SecondAmendmentMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:SecondAmendmentMember |
From2018-09-03to2018-09-04_custom_InstallmentOneMember_custom_SecondAmendmentMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:SecondAmendmentMember srt:StatementScenarioAxis: custom:InstallmentOneMember |
From2018-09-03to2018-09-04_custom_InstallmentTwoMember_custom_SecondAmendmentMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:SecondAmendmentMember srt:StatementScenarioAxis: custom:InstallmentTwoMember |
From2018-09-03to2018-09-04_custom_InstallmentThreeMember_custom_SecondAmendmentMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:SecondAmendmentMember srt:StatementScenarioAxis: custom:InstallmentThreeMember |
From2018-09-03to2018-09-04_custom_SecondAmendmentMember_custom_InstallmentFourMember |
2018-09-03 - 2018-09-04 |
0001722731 |
us-gaap:TypeOfArrangementAxis: custom:SecondAmendmentMember srt:StatementScenarioAxis: custom:InstallmentFourMember |
From2019-01-01to2019-09-30_us-gaap_PreferredStockMember |
2019-01-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2020-01-01to2020-09-30_us-gaap_PreferredStockMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2019-06-30_us-gaap_PreferredStockMember |
2019-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2020-09-30_us-gaap_PreferredStockMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2019-01-01to2019-09-30_us-gaap_CommonStockMember |
2019-01-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2020-01-01to2020-09-30_us-gaap_CommonStockMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2019-06-30_us-gaap_CommonStockMember |
2019-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2020-09-30_us-gaap_CommonStockMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2019-01-01to2019-09-30_us-gaap_AdditionalPaidInCapitalMember |
2019-01-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2020-01-01to2020-09-30_us-gaap_AdditionalPaidInCapitalMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2019-06-30_us-gaap_AdditionalPaidInCapitalMember |
2019-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2020-09-30_us-gaap_AdditionalPaidInCapitalMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2019-01-01to2019-09-30_us-gaap_RetainedEarningsMember |
2019-01-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2020-01-01to2020-09-30_us-gaap_RetainedEarningsMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2019-06-30_us-gaap_RetainedEarningsMember |
2019-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2020-09-30_us-gaap_RetainedEarningsMember |
2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2018-12-31 |
2018-12-31 |
0001722731 |
|
AsOf2019-06-30 |
2019-06-30 |
0001722731 |
|
From2019-01-01to2019-12-31 |
2019-01-01 - 2019-12-31 |
0001722731 |
|
From2020-01-01to2020-09-30_us-gaap_GeneralAndAdministrativeExpenseMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:IncomeStatementLocationAxis: us-gaap:GeneralAndAdministrativeExpenseMember |
From2020-01-01to2020-09-30_us-gaap_WarrantMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:WarrantMember |
From2020-04-23to2020-04-24_us-gaap_SubsequentEventMember_custom_ConvertiblePromissoryNotesMember |
2020-04-23 - 2020-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
AsOf2020-04-24_us-gaap_SubsequentEventMember_custom_ConvertiblePromissoryNotesMember |
2020-04-24 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember |
From2020-01-01to2020-09-30_custom_FourOutstandingFRHGroupConvertibleNotesMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis: custom:FourOutstandingFRHGroupConvertibleNotesMember |
From2020-03-29to2020-04-02_srt_OfficerMember |
2020-03-29 - 2020-04-02 |
0001722731 |
srt:TitleOfIndividualAxis: srt:OfficerMember |
From2020-07-01to2020-09-30 |
2020-07-01 - 2020-09-30 |
0001722731 |
|
From2019-07-01to2019-09-30 |
2019-07-01 - 2019-09-30 |
0001722731 |
|
From2020-07-01to2020-09-30_us-gaap_PreferredStockMember |
2020-07-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2019-07-01to2019-09-30_us-gaap_PreferredStockMember |
2019-07-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2020-06-30_us-gaap_PreferredStockMember |
2020-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
AsOf2019-03-31_us-gaap_PreferredStockMember |
2019-03-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:PreferredStockMember |
From2020-07-01to2020-09-30_us-gaap_CommonStockMember |
2020-07-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2019-07-01to2019-09-30_us-gaap_CommonStockMember |
2019-07-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2020-06-30_us-gaap_CommonStockMember |
2020-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
AsOf2019-03-31_us-gaap_CommonStockMember |
2019-03-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:CommonStockMember |
From2020-07-01to2020-09-30_us-gaap_AdditionalPaidInCapitalMember |
2020-07-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2019-07-01to2019-09-30_us-gaap_AdditionalPaidInCapitalMember |
2019-07-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2020-06-30_us-gaap_AdditionalPaidInCapitalMember |
2020-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
AsOf2019-03-31_us-gaap_AdditionalPaidInCapitalMember |
2019-03-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:AdditionalPaidInCapitalMember |
From2020-07-01to2020-09-30_us-gaap_RetainedEarningsMember |
2020-07-01 - 2020-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
From2019-07-01to2019-09-30_us-gaap_RetainedEarningsMember |
2019-07-01 - 2019-09-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2020-06-30_us-gaap_RetainedEarningsMember |
2020-06-30 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2019-03-31_us-gaap_RetainedEarningsMember |
2019-03-31 |
0001722731 |
us-gaap:StatementEquityComponentsAxis: us-gaap:RetainedEarningsMember |
AsOf2020-06-30 |
2020-06-30 |
0001722731 |
|
AsOf2019-03-31 |
2019-03-31 |
0001722731 |
|
From2020-03-29to2020-04-01_srt_OfficerMember |
2020-03-29 - 2020-04-01 |
0001722731 |
srt:TitleOfIndividualAxis: srt:OfficerMember |
From2020-04-30to2020-05-01_custom_PaycheckProtectionProgramMember_us-gaap_SubsequentEventMember |
2020-04-30 - 2020-05-01 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:PaycheckProtectionProgramMember |
AsOf2020-05-01_custom_PaycheckProtectionProgramMember_us-gaap_SubsequentEventMember |
2020-05-01 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:PaycheckProtectionProgramMember |
From2020-05-21to2020-05-22_us-gaap_SubsequentEventMember_custom_SmallBusinessAdministrationMember |
2020-05-21 - 2020-05-22 |
0001722731 |
dei:LegalEntityAxis: custom:SmallBusinessAdministrationMember |
From2020-05-21to2020-05-22_us-gaap_SubsequentEventMember |
2020-05-21 - 2020-05-22 |
0001722731 |
|
AsOf2020-05-22_us-gaap_SubsequentEventMember_custom_SmallBusinessAdministrationMember |
2020-05-22 |
0001722731 |
dei:LegalEntityAxis: custom:SmallBusinessAdministrationMember |
From2020-01-01to2020-09-30_custom_EconomicInjuryDisasterLoanMember_srt_MaximumMember |
2020-01-01 - 2020-09-30 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:EconomicInjuryDisasterLoanMember srt:RangeAxis: srt:MaximumMember |
From2020-05-13to2020-05-14_us-gaap_SubsequentEventMember_custom_EconomicInjuryDisasterLoanMember |
2020-05-13 - 2020-05-14 |
0001722731 |
us-gaap:DebtInstrumentAxis: custom:EconomicInjuryDisasterLoanMember |
From2019-01-14to2019-01-15_custom_TenConsultantsMember |
2019-01-14 - 2019-01-15 |
0001722731 |
srt:TitleOfIndividualAxis: custom:TenConsultantsMember |
From2020-06-02to2020-06-03_custom_BenchmarkInvestmentsIncMember |
2020-06-02 - 2020-06-03 |
0001722731 |
dei:LegalEntityAxis: custom:BenchmarkInvestmentsIncMember |
AsOf2020-06-03_custom_BenchmarkInvestmentsIncMember |
2020-06-03 |
0001722731 |
dei:LegalEntityAxis: custom:BenchmarkInvestmentsIncMember |
From2018-01-01to2018-12-31 |
2018-01-01 - 2018-12-31 |
0001722731 |
|
From2020-08-24to2020-08-25 |
2020-08-24 - 2020-08-25 |
0001722731 |
|
|
(End Contexts) |
|
Elements |
|
|
|
|
|
|
|
|
|
Element |
Data Type |
Period Type |
Balance Type |
Custom |
custom:AmountReceivedInGrants |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Amount received in grants. |
|
custom:AssetPurchaseAgreementMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Asset Purchase Agreement [Member] |
|
custom:BadDebtExpense |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Bad debt expense. |
|
custom:BankOfAmericaMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Bank of America [Member] |
|
custom:BenchmarkInvestmentsIncMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Benchmark Investments, Inc. [Member] |
|
custom:BrentEaglsteinMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Brent Eaglstein [Member] |
|
custom:BretEaglsteinMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Bret Eaglstein [Member] |
|
custom:CapitalizedSoftwareCostsAbstract |
xbrli:stringItemType |
| Duration |
| |
| Yes |
|
|
|
custom:CapitalizedSoftwareCostsTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| Yes |
|
Capitalized Software Costs [Text Block] |
|
custom:CaresActPaycheckProtectionProgramAdvanceCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| Yes |
|
Cares act- paycheck protection program advance. |
|
custom:CaresActPaycheckProtectionProgramAdvanceNoncurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| Yes |
|
Cares act- paycheck protection program advance - non-current. |
|
custom:ChiefExecutiveOfficerAndChiefFinancialOfficerMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
custom:ChiefExecutiveOfficerAndChiefFinancialOfficerMember |
|
custom:ClassAWarrantMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Class A Warrant [Member] |
|
custom:CommonStockIssuedForCapitalizedSoftware |
xbrli:monetaryItemType |
| Duration |
| Credit |
| Yes |
|
Common stock issued for capitalized software. |
|
custom:ConvertibleNotesMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Convertible Notes [Member] |
|
custom:ConvertiblePromissoryNotesMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Convertible Promissory Notes [Member] |
|
custom:DeferredTaxAssetsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Deferred Tax Assets [Member] |
|
custom:DefinitiveAssetPurchaseAgreementMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Definitive Asset Purchase Agreement [Member] |
|
custom:DescriptionOfWarrants |
xbrli:stringItemType |
| Duration |
| |
| Yes |
|
Description of warrants. |
|
custom:EconomicInjuryDisasterLoanMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Economic Injury Disaster Loan [Member] |
|
custom:EightConsultantMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Eight Consultant [Member] |
|
custom:EightConsultantsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Eight Consultants [Member] |
|
custom:FRHGroupLtdMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
FRH Group Ltd [Member] |
|
custom:FRHGroupMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
FRH Group [Member] |
|
custom:FRHGroupNoteIVMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
FRH Group Note IV [Member] |
|
custom:FRHGroupNoteMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
FRH Group Note [Member] |
|
custom:FRHPrimeLtdMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
FRH Prime Ltd. [Member] |
|
custom:FloorConversionPrice |
num:perShareItemType |
| Instant |
| |
| Yes |
|
Floor Conversion Price |
|
custom:FourInstallmentsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Four Installments [Member] |
|
custom:FourOutstandingFRHGroupConvertibleNotesMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Four Outstanding FRH Group Convertible Notes [Member] |
|
custom:FromJanuaryFifteenTwoThousandNineteenToFebruaryMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
From January 29, 2019 to February 15, 2019 [Member] |
|
custom:GeneratedVolumeRebates |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Generated volume rebates. |
|
custom:GoingConcernAndManagementsPlansTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| Yes |
|
Going Concern and Management's Plans [TextBlock] |
|
custom:ImranFirozMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Imran Firoz [Member] |
|
custom:InstallmentFourMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Installment Four [Member] |
|
custom:InstallmentOneMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Installment One [Member] |
|
custom:InstallmentThreeMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Installment Three [Member] |
|
custom:InstallmentTwoMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Installment Two [Member] |
|
custom:JanuaryFifteenTwoThousandNineteenMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
January 15, 2019 [Member] |
|
custom:JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
January 1, 2018, to July 31, 2018 [Member] |
|
custom:LeaseAndRentalExpenses |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line. |
|
custom:LineOfCreditAverageInterestRateCashDrawn |
num:percentItemType |
| Duration |
| |
| Yes |
|
Line of credit average interest rate, cash drawn. |
|
custom:LineOfCreditAverageInterestRatePurchase |
num:percentItemType |
| Duration |
| |
| Yes |
|
Line of credit average interest rate, purchases. |
|
custom:LineOfCreditTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| Yes |
|
Line of Credit [Text Block] |
|
custom:ManagementConsultantsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Management Consultants [Member] |
|
custom:ManagementsPlansAbstract |
xbrli:stringItemType |
| Duration |
| |
| Yes |
|
|
|
custom:MembershipFees |
xbrli:monetaryItemType |
| Duration |
| Credit |
| Yes |
|
Membership fees. |
|
custom:MitchellEaglsteinMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Mitchell Eaglstein [Member] |
|
custom:NetProceedsFromCaresActPaycheckProtectionProgram |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Net Proceeds From Cares Act Paycheck Protection Program. |
|
custom:NotesPayableMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Notes Payable [Member] |
|
custom:NumberOfActiveCustomers |
xbrli:integerItemType |
| Duration |
| |
| Yes |
|
Number of active customers. |
|
custom:NumberOfDirectors |
xbrli:integerItemType |
| Duration |
| |
| Yes |
|
Number of directors. |
|
custom:OffbalanceSheetArrangementsAbstract |
xbrli:stringItemType |
| Duration |
| |
| Yes |
|
|
|
custom:OffbalanceSheetArrangementsTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| Yes |
|
Off-Balance Sheet Arrangements [Text Block] |
|
custom:OneShareOfCommonStockAndClassAWarrantMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Common Shares and Class A Warrant [Member] |
|
custom:PaycheckProtectionProgramMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Paycheck Protection Program [Member] |
|
custom:PerformanceObligationsDescription |
xbrli:stringItemType |
| Duration |
| |
| Yes |
|
Performance obligations, description. |
|
custom:ProgramToOfferEmergencyGrant |
xbrli:monetaryItemType |
| Duration |
| Debit |
| Yes |
|
Program to offer emergency grant. |
|
custom:ReturnOfCommonStockShares |
xbrli:sharesItemType |
| Duration |
| |
| Yes |
|
Return Of Common Stock Shares |
|
custom:SecondAmendmentMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Second Amendment [Member] |
|
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsBecameExercisable |
xbrli:sharesItemType |
| Duration |
| |
| Yes |
|
Number of warrants became exercisable. |
|
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisePrice |
num:perShareItemType |
| Duration |
| |
| Yes |
|
Exercise Price per Common Share. |
|
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirationDate |
xbrli:dateItemType |
| Duration |
| |
| Yes |
|
Expiration date of warrants. |
|
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsExercisable |
xbrli:sharesItemType |
| Instant |
| |
| Yes |
|
Number of shares exercisable. |
|
custom:SharesCancelledForNonservice |
xbrli:monetaryItemType |
| Duration |
| Credit |
| Yes |
|
Shares cancelled for non-service. |
|
custom:SharesCancelledForNonserviceShares |
xbrli:sharesItemType |
| Duration |
| |
| Yes |
|
Shares cancelled for non-service, shares. |
|
custom:SharesIssuedPricePerShareForServices |
num:perShareItemType |
| Instant |
| |
| Yes |
|
Shares issued price per share for services. |
|
custom:SmallBusinessAdministrationMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Small Business Administration [Member] |
|
custom:StockPurchaseAgreementMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Stock Purchase Agreement [Member] |
|
custom:SusanEaglsteinAndBrentEaglsteinMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Susan Eaglstein and Brent Eaglstein [Member] |
|
custom:SusanEaglsteinMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Susan Eaglstein [Member] |
|
custom:TenConsultantsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Ten Consultants [Member] |
|
custom:ThreeIndividualsMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Three Individuals [Member] |
|
custom:TopFourCustomersMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Top 4 Customers [Member] |
|
custom:TopThreeCustomersMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Top 3 Customers [Member] |
|
custom:TwoFoundingMemberMember |
nonnum:domainItemType |
| Duration |
| |
| Yes |
|
Two Founding Member [Member] |
|
custom:WarrantsTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| Yes |
|
Warrants [Text Block] |
|
dei:AmendmentFlag |
xbrli:booleanItemType |
| Duration |
| |
| |
|
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. |
|
dei:CoverAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
Cover page. |
|
dei:CurrentFiscalYearEndDate |
xbrli:gMonthDayItemType |
| Duration |
| |
| |
|
End date of current fiscal year in the format --MM-DD. |
|
dei:DocumentFiscalPeriodFocus |
dei:fiscalPeriodItemType |
| Duration |
| |
| |
|
Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY. |
|
dei:DocumentFiscalYearFocus |
xbrli:gYearItemType |
| Duration |
| |
| |
|
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. |
|
dei:DocumentPeriodEndDate |
xbrli:dateItemType |
| Duration |
| |
| |
|
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. |
|
dei:DocumentType |
dei:submissionTypeItemType |
| Duration |
| |
| |
|
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. |
|
dei:EntityCentralIndexKey |
dei:centralIndexKeyItemType |
| Duration |
| |
| |
|
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. |
|
dei:EntityCommonStockSharesOutstanding |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. |
|
dei:EntityCurrentReportingStatus |
dei:yesNoItemType |
| Duration |
| |
| |
|
Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. |
|
dei:EntityDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains. |
|
dei:EntityEmergingGrowthCompany |
xbrli:booleanItemType |
| Duration |
| |
| |
|
Indicate if registrant meets the emerging growth company criteria. |
|
dei:EntityExTransitionPeriod |
xbrli:booleanItemType |
| Duration |
| |
| |
|
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards. |
|
dei:EntityFilerCategory |
dei:filerCategoryItemType |
| Duration |
| |
| |
|
Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. |
|
dei:EntityInteractiveDataCurrent |
dei:yesNoItemType |
| Duration |
| |
| |
|
Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). |
|
dei:EntityRegistrantName |
xbrli:normalizedStringItemType |
| Duration |
| |
| |
|
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. |
|
dei:EntityShellCompany |
xbrli:booleanItemType |
| Duration |
| |
| |
|
Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. |
|
dei:EntitySmallBusiness |
xbrli:booleanItemType |
| Duration |
| |
| |
|
Indicates that the company is a Smaller Reporting Company (SRC). |
|
dei:LegalEntityAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
The set of legal entities associated with a report. |
|
srt:ChiefExecutiveOfficerMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Person with designation of chief executive officer. |
|
srt:ChiefFinancialOfficerMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Person with designation of chief financial officer. |
|
srt:MajorCustomersAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by name or description of a single external customer or a group of external customers. |
|
srt:MaximumMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Upper limit of the provided range. |
|
srt:MinimumMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Lower limit of the provided range. |
|
srt:NameOfMajorCustomerDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Single external customer or group of external customers. |
|
srt:OfficerMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Person with designation of officer. |
|
srt:RangeAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median. |
|
srt:RangeMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median. |
|
srt:StatementScenarioAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by scenario reported, distinguishing information from actual fact. Includes, but is not limited to, pro forma and forecast. Excludes actual facts. |
|
srt:TitleOfIndividualAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by title of individual or nature of relationship to individual or group of individuals. |
|
srt:TitleOfIndividualWithRelationshipToEntityDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Title of individual, or nature of relationship to individual or group of individuals. |
|
us-gaap:AccountingPoliciesAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:AccountsPayableCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). |
|
us-gaap:AccountsReceivableMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Due from customers or clients for goods or services that have been delivered or sold. |
|
us-gaap:AccountsReceivableNetCurrent |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. |
|
us-gaap:AdditionalPaidInCapital |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. |
|
us-gaap:AdditionalPaidInCapitalMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. |
|
us-gaap:AdjustmentForAmortization |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives. |
|
us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:AdvertisingCostsPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for advertising cost. |
|
us-gaap:AllowanceForDoubtfulAccountsReceivable |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Amount of allowance for credit loss on accounts receivable. |
|
us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Amount of allowance for credit loss on accounts receivable, classified as current. |
|
us-gaap:AmortizationOfDebtDiscountPremium |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. |
|
us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. |
|
us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by type of antidilutive security. |
|
us-gaap:AntidilutiveSecuritiesNameDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented. |
|
us-gaap:ArrangementsAndNonarrangementTransactionsMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations. |
|
us-gaap:AssetImpairmentCharges |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill. |
|
us-gaap:Assets |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. |
|
us-gaap:AssetsAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:AssetsCurrent |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. |
|
us-gaap:AssetsCurrentAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:AwardDateAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by date or year award under share-based payment arrangement is granted. |
|
us-gaap:BasisOfAccountingPolicyPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). |
|
us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). |
|
us-gaap:CapitalizedComputerSoftwareAccumulatedAmortization |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
For each balance sheet presented, the amount of accumulated amortization for capitalized computer software costs. |
|
us-gaap:CapitalizedComputerSoftwareGross |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Amount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software. |
|
us-gaap:CapitalizedComputerSoftwareNet |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. |
|
us-gaap:CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Unamortized costs incurred for development of computer software, which is to be sold, leased or otherwise marketed, after establishing technological feasibility through to the general release of the software products. Excludes capitalized costs of developing software for internal use. |
|
us-gaap:CashAndCashEquivalentsAtCarryingValue |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. |
|
us-gaap:CashAndCashEquivalentsPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. |
|
us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. |
|
us-gaap:CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. |
|
us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
num:perShareItemType |
| Instant |
| |
| |
|
Exercise price per share or per unit of warrants or rights outstanding. |
|
us-gaap:ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. |
|
us-gaap:CommitmentsAndContingencies |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. |
|
us-gaap:CommitmentsAndContingenciesDisclosureAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:CommitmentsAndContingenciesDisclosureTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for commitments and contingencies. |
|
us-gaap:CommonStockMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Stock that is subordinate to all other stock of the issuer. |
|
us-gaap:CommonStockParOrStatedValuePerShare |
num:perShareItemType |
| Instant |
| |
| |
|
Face amount or stated value per share of common stock. |
|
us-gaap:CommonStockSharesAuthorized |
xbrli:sharesItemType |
| Instant |
| |
| |
|
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. |
|
us-gaap:CommonStockSharesIssued |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. |
|
us-gaap:CommonStockSharesOutstanding |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. |
|
us-gaap:CommonStockValue |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. |
|
us-gaap:ConcentrationRiskBenchmarkDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
The denominator in a calculation of a disclosed concentration risk percentage. |
|
us-gaap:ConcentrationRiskByBenchmarkAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by benchmark of concentration risk. |
|
us-gaap:ConcentrationRiskByTypeAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender. |
|
us-gaap:ConcentrationRiskCreditRisk |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for credit risk. |
|
us-gaap:ConcentrationRiskPercentage1 |
num:percentItemType |
| Duration |
| |
| |
|
For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. |
|
us-gaap:ConcentrationRiskTypeDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration. |
|
us-gaap:ConvertibleNotesPayableCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. |
|
us-gaap:CostOfGoodsAndServicesSold |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. |
|
us-gaap:CustomerConcentrationRiskMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer. |
|
us-gaap:DebtConversionConvertedInstrumentRate |
num:percentItemType |
| Duration |
| |
| |
|
Dividend or interest rate associated with the financial instrument issued in exchange for the original debt being converted in a noncash or part noncash transaction. Noncash are transactions that affect recognized assets or liabilities but that do not result in cash receipts or cash payments. Part noncash refers to that portion of the transaction not resulting in cash receipts or cash payments. |
|
us-gaap:DebtConversionConvertedInstrumentSharesIssued1 |
xbrli:sharesItemType |
| Duration |
| |
| |
|
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. |
|
us-gaap:DebtConversionConvertedInstrumentType |
xbrli:stringItemType |
| Duration |
| |
| |
|
The type of the financial instrument that the original debt is being converted into (for example, new debt, common stock, preferred stock, etc.) in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. |
|
us-gaap:DebtConversionOriginalDebtAmount1 |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. |
|
us-gaap:DebtDisclosureAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:DebtDisclosureTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. |
|
us-gaap:DebtInstrumentAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by type of debt instrument, including, but not limited to, draws against credit facilities. |
|
us-gaap:DebtInstrumentConvertibleConversionPrice1 |
num:perShareItemType |
| Instant |
| |
| |
|
The price per share of the conversion feature embedded in the debt instrument. |
|
us-gaap:DebtInstrumentConvertibleThresholdTradingDays |
xbrli:integerItemType |
| Duration |
| |
| |
|
Threshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature. |
|
us-gaap:DebtInstrumentDescription |
xbrli:stringItemType |
| Duration |
| |
| |
|
Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total. |
|
us-gaap:DebtInstrumentFaceAmount |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Face (par) amount of debt instrument at time of issuance. |
|
us-gaap:DebtInstrumentInterestRateDuringPeriod |
num:percentItemType |
| Duration |
| |
| |
|
The average effective interest rate during the reporting period. |
|
us-gaap:DebtInstrumentInterestRateStatedPercentage |
num:percentItemType |
| Instant |
| |
| |
|
Contractual interest rate for funds borrowed, under the debt agreement. |
|
us-gaap:DebtInstrumentMaturityDate |
xbrli:dateItemType |
| Duration |
| |
| |
|
Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. |
|
us-gaap:DebtInstrumentMaturityDateDescription |
xbrli:stringItemType |
| Duration |
| |
| |
|
Description of the maturity date of the debt instrument including whether the debt matures serially and, if so, a brief description of the serial maturities. |
|
us-gaap:DebtInstrumentNameDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities. |
|
us-gaap:DebtInstrumentPeriodicPayment |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of the required periodic payments including both interest and principal payments. |
|
us-gaap:DebtPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt. |
|
us-gaap:DepositLiabilitiesAccruedInterest |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Amount of accrued but unpaid interest on deposit liabilities. |
|
us-gaap:DepreciationDepletionAndAmortization |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. |
|
us-gaap:EarningsPerShareBasicAndDiluted |
num:perShareItemType |
| Duration |
| |
| |
|
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. |
|
us-gaap:EarningsPerSharePolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. |
|
us-gaap:EquityAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:EquityComponentDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc. |
|
us-gaap:GeneralAndAdministrativeExpense |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. |
|
us-gaap:GeneralAndAdministrativeExpenseMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Primary financial statement caption encompassing general and administrative expense. |
|
us-gaap:GrossProfit |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. |
|
us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. |
|
us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. |
|
us-gaap:IncomeStatementAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:IncomeStatementLocationAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by location in the income statement. |
|
us-gaap:IncomeStatementLocationDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Location in the income statement. |
|
us-gaap:IncomeTaxAuthorityAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by tax jurisdiction. |
|
us-gaap:IncomeTaxExpenseBenefit |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. |
|
us-gaap:IncomeTaxPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. |
|
us-gaap:IncomeTaxesPaidNet |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. |
|
us-gaap:IncreaseDecreaseInAccountsPayable |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. |
|
us-gaap:IncreaseDecreaseInAccountsReceivable |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. |
|
us-gaap:IncreaseDecreaseInAccruedTaxesPayable |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The increase (decrease) during the reporting period of all taxes owed but not paid, including income, property and other taxes. |
|
us-gaap:IncreaseDecreaseInDeferredRevenue |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable. |
|
us-gaap:IncreaseDecreaseInInterestPayableNet |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity. |
|
us-gaap:IncreaseDecreaseInOperatingCapitalAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:IncreaseDecreaseInPrepaidExpense |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods. |
|
us-gaap:InterestExpenseOther |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of interest expense classified as other. |
|
us-gaap:InterestExpenseRelatedParty |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of interest expense incurred on a debt or other obligation to related party. |
|
us-gaap:InterestPaidNet |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. |
|
us-gaap:InterestPayableCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). |
|
us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims. |
|
us-gaap:LegalCostsPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for legal costs incurred to protect or defend the entity's assets and rights, or to obtain assets, including monetary damages, or to obtain rights. |
|
us-gaap:LesseeLeasesPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for leasing arrangement entered into by lessee. |
|
us-gaap:LesseeOperatingLeaseDescription |
xbrli:stringItemType |
| Duration |
| |
| |
|
Description of lessee's operating lease. |
|
us-gaap:LesseeOperatingLeaseTermOfContract |
xbrli:durationItemType |
| Instant |
| |
| |
|
Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. |
|
us-gaap:Liabilities |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. |
|
us-gaap:LiabilitiesAndStockholdersEquity |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. |
|
us-gaap:LiabilitiesAndStockholdersEquityAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:LiabilitiesCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. |
|
us-gaap:LiabilitiesCurrentAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:LineOfCredit |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire |
|
us-gaap:LineOfCreditFacilityAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:LinesOfCreditCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year an |
|
us-gaap:LongTermLoansPayable |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. |
|
us-gaap:NetCashProvidedByUsedInFinancingActivities |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. |
|
us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:NetCashProvidedByUsedInInvestingActivities |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. |
|
us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:NetCashProvidedByUsedInOperatingActivities |
xbrli:monetaryItemType |
| Duration |
| |
| |
|
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. |
|
us-gaap:NetIncomeLoss |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. |
|
us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders. |
|
us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. |
|
us-gaap:NonoperatingIncomeExpense |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). |
|
us-gaap:NonoperatingIncomeExpenseAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:OfficersCompensation |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of expense for salary and wage arising from service rendered by officer. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold. |
|
us-gaap:OperatingExpenses |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. |
|
us-gaap:OperatingExpensesAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:OperatingIncomeLoss |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The net result for the period of deducting operating expenses from operating revenues. |
|
us-gaap:OtherAssetsCurrent |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Amount of current assets classified as other. |
|
us-gaap:OtherNonoperatingIncomeExpense |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Amount of income (expense) related to nonoperating activities, classified as other. |
|
us-gaap:PaymentsForRent |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Cash payments to lessor's for use of assets under operating leases. |
|
us-gaap:PaymentsToDevelopSoftware |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
The cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization. |
|
us-gaap:PreferredStockMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company. |
|
us-gaap:PreferredStockParOrStatedValuePerShare |
num:perShareItemType |
| Instant |
| |
| |
|
Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. |
|
us-gaap:PreferredStockSharesAuthorized |
xbrli:sharesItemType |
| Instant |
| |
| |
|
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. |
|
us-gaap:PreferredStockSharesIssued |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. |
|
us-gaap:PreferredStockSharesOutstanding |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. |
|
us-gaap:PreferredStockValue |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. |
|
us-gaap:PreferredStockVotingRights |
xbrli:stringItemType |
| Duration |
| |
| |
|
Description of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights. |
|
us-gaap:PriorPeriodReclassificationAdjustmentDescription |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error. |
|
us-gaap:PrivatePlacementMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts. |
|
us-gaap:ProceedsFromIssuanceOfCommonStock |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The cash inflow from the additional capital contribution to the entity. |
|
us-gaap:ProceedsFromIssuanceOfDebt |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. |
|
us-gaap:ProceedsFromIssuanceOfPrivatePlacement |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement. |
|
us-gaap:ProceedsFromLoans |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Cash received from principal payments made on loans related to operating activities. |
|
us-gaap:ProceedsFromRepaymentsOfDebt |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The net cash inflow or outflow in aggregate debt due to repayments and proceeds from additional borrowings. |
|
us-gaap:ProceedsFromRepaymentsOfLinesOfCredit |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The net cash inflow or cash outflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity that is collateralized (backed by pledge, mortgage or other lien in the entity's assets). |
|
us-gaap:PropertyPlantAndEquipmentAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. |
|
us-gaap:PropertyPlantAndEquipmentUsefulLife |
xbrli:durationItemType |
| Duration |
| |
| |
|
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. |
|
us-gaap:ProvisionForDoubtfulAccounts |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
Amount of expense (reversal of expense) for expected credit loss on accounts receivable. |
|
us-gaap:ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized. |
|
us-gaap:RelatedPartyDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
|
us-gaap:RelatedPartyTransactionsAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:RelatedPartyTransactionsByRelatedPartyAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
|
us-gaap:RelatedPartyTransactionsDisclosureTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. |
|
us-gaap:ResearchAndDevelopmentExpense |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. |
|
us-gaap:ResearchAndDevelopmentExpensePolicy |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. |
|
us-gaap:ResearchDevelopmentAndComputerSoftwarePolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination. |
|
us-gaap:RetainedEarningsAccumulatedDeficit |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
The cumulative amount of the reporting entity's undistributed earnings or deficit. |
|
us-gaap:RetainedEarningsMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
The cumulative amount of the reporting entity's undistributed earnings or deficit. |
|
us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. |
|
us-gaap:RevenueRecognitionPolicyTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. |
|
us-gaap:SaleOfStockNameOfTransactionDomain |
nonnum:domainItemType |
| Duration |
| |
| |
|
Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement. |
|
us-gaap:SalesRevenueNetMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation. |
|
us-gaap:ScheduleOfDebtTableTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. |
|
us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. |
|
us-gaap:SellingAndMarketingExpense |
xbrli:monetaryItemType |
| Duration |
| Debit |
| |
|
The aggregate total amount of expenses directly related to the marketing or selling of products or services. |
|
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Number of non-option equity instruments exercised by participants. |
|
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Number of shares under non-option equity instrument agreements that were either cancelled or expired. |
|
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Number of equity instruments other than options outstanding, including both vested and non-vested instruments. |
|
us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding |
xbrli:monetaryItemType |
| Instant |
| Debit |
| |
|
Intrinsic value of outstanding award under share-based payment arrangement. Excludes share and unit options. |
|
us-gaap:SharesIssuedPricePerShare |
num:perShareItemType |
| Instant |
| |
| |
|
Per share or per unit amount of equity securities issued. |
|
us-gaap:SharesOutstanding |
xbrli:sharesItemType |
| Instant |
| |
| |
|
Number of shares issued which are neither cancelled nor held in the treasury. |
|
us-gaap:ShortTermBorrowings |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer. |
|
us-gaap:SignificantAccountingPoliciesTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for all significant accounting policies of the reporting entity. |
|
us-gaap:StatementEquityComponentsAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by component of equity. |
|
us-gaap:StatementOfCashFlowsAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:StatementOfFinancialPositionAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:StatementOfStockholdersEquityAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:StockIssuedDuringPeriodSharesIssuedForServices |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. |
|
us-gaap:StockIssuedDuringPeriodSharesNewIssues |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Number of new stock issued during the period. |
|
us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards. |
|
us-gaap:StockIssuedDuringPeriodValueIssuedForServices |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. |
|
us-gaap:StockIssuedDuringPeriodValueNewIssues |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. |
|
us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross |
xbrli:monetaryItemType |
| Duration |
| Credit |
| |
|
Aggregate value of stock related to Restricted Stock Awards issued during the period. |
|
us-gaap:StockholdersEquity |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. |
|
us-gaap:StockholdersEquityAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:StockholdersEquityNoteDisclosureTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. |
|
us-gaap:SubsequentEventsAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:SubsequentEventsTextBlock |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. |
|
us-gaap:SubsidiarySaleOfStockAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by type of sale of the entity's stock. |
|
us-gaap:TaxesPayableCurrent |
xbrli:monetaryItemType |
| Instant |
| Credit |
| |
|
Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). |
|
us-gaap:TypeOfArrangementAxis |
xbrli:stringItemType |
| Duration |
| |
| |
|
Information by collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations. |
|
us-gaap:UseOfEstimates |
nonnum:textBlockItemType |
| Duration |
| |
| |
|
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. |
|
us-gaap:WarrantMember |
nonnum:domainItemType |
| Duration |
| |
| |
|
Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount. |
|
us-gaap:WarrantsAndRightsNoteDisclosureAbstract |
xbrli:stringItemType |
| Duration |
| |
| |
|
|
|
us-gaap:WarrantsAndRightsOutstandingMaturityDate |
xbrli:dateItemType |
| Instant |
| |
| |
|
Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format. |
|
us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
xbrli:sharesItemType |
| Duration |
| |
| |
|
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). |
|
Total Elements |
|
307 |
Total Non-Abstract Elements |
|
234 |
Total Extension Elements |
|
77 |
Percent Extended |
|
25% |
Percent Extended (excluding abstracts) |
|
31% |
Total Facts |
|
520 |
|
(End Elements) |