JERRICK MEDIA HOLDINGS, INC., 10-Q filed on 5/15/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2019
May 14, 2019
Document and Entity Information [Abstract]    
Entity Registrant Name Jerrick Media Holdings, Inc.  
Entity Central Index Key 0001357671  
Trading Symbol JMDA  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Mar. 31, 2019  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2019  
Entity Filer Category Non-accelerated Filer  
Entity Ex Transition Period false  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   151,157,777
v3.19.1
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2019
Dec. 31, 2018
Current Assets    
Cash $ 262,707
Accounts receivable 7,566 6,500
Total Current Assets 270,273 6,500
Property and equipment, net 19,633 42,443
Deferred offering costs 143,146
Security deposit 16,836 16,836
Operating lease right of use asset 277,232
Total Assets 583,974 208,925
Current Liabilities    
Cash overdraft 33,573
Accounts payable and accrued liabilities 1,240,004 1,246,207
Demand loan 300,000
Convertible Notes, net of debt discount and issuance costs 761,480
Current portion of operating lease payable 77,928
Note payable - related party, net of debt discount 1,489,716 1,223,073
Note payable, net of debt discount and issuance costs 49,926
Deferred revenue 9,005
Deferred rent 7,800
Total Current Liabilities 3,869,128 2,569,584
Non-current Liabilities:    
Operating lease payable, long term 191,120 6,150
Convertible Notes - related party, net of debt discount 355 314
Convertible Notes, net of debt discount and issuance costs 75,000 123,481
Total Non-current Liabilities 266,475 129,945
Total Liabilities 4,135,603 2,699,529
Commitments and contingencies
Stockholders' Deficit    
Common stock par value $0.001: 300,000,000 shares authorized; 134,606,122 and 129,506,802 issued and outstanding as of March 31, 2019 and December 31, 2018 respectively 134,606 129,507
Additional paid in capital 34,964,052 33,977,295
Accumulated deficit (38,429,506) (36,545,065)
Less: Treasury stock, 2,233,334 and 553,334 shares, respectively (220,781) (52,341)
Total Stockholders' Deficit (3,551,629) (2,490,604)
Total Liabilities and Stockholders' Deficit $ 583,974 $ 208,925
v3.19.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 134,606,122 129,506,802
Common stock, shares outstanding 134,606,122 129,506,802
Treasury stock, shares 2,233,334 553,334
v3.19.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Statement [Abstract]    
Net revenue $ 34,334 $ 16,249
Gross margin 34,334 16,249
Operating expenses    
Compensation 726,574 651,788
Consulting fees 206,377 95,799
Research and development 341,339 187,577
General and administrative 465,038 404,662
Total operating expenses 1,739,328 1,339,826
Loss from operations (1,704,994) (1,323,577)
Other income (expenses)    
Interest expense (54,569) (268,125)
Accretion of debt discount and issuance cost (47,364) (174,888)
Settlement of vendor liabilities 1,875
Loss on extinguishment of debt (77,514) (342,367)
Gain (loss) on settlement of debt 13,452
Other income (expenses), net (179,447) (770,053)
Loss before income tax provision (1,884,441) (2,093,630)
Income tax provision
Net loss $ (1,884,441) $ (2,093,630)
Per-share data    
Basic and diluted loss per share $ (0.01) $ (0.05)
Weighted average number of common shares outstanding 133,830,595 39,930,275
v3.19.1
Consolidated Statement of Changes in Stockholders' Equity - USD ($)
Series A Preferred Stock
Series B Preferred Stock
Series D Preferred Stock
Common Stock
Treasury stock
Additional Pain In Capital
Accumulated Deficit
Total
Beginning balance at Dec. 31, 2017 $ 31 $ 8   $ 39,521 $ (19,007) $ 14,387,247 $ (22,247,551) $ (7,839,751)
Beginning balance, shares at Dec. 31, 2017 31,581 8,063   39,520,682 (220,000)      
Stock based compensation   214,782 214,782
Stock warrants issued with note payable   897,006 897,006
Common stock issued to settle vendor liabilities   $ 19 3,356 3,375
Common stock issued to settle vendor liabilities, shares   18,750        
Issuance of common stock for prepaid services   $ 610   115,690 116,300
Issuance of common stock for prepaid services, shares   610,000        
Common stock issued with note payable   $ 375   77,112 77,487
Common stock issued with note payable, shares   375,000        
BCF issued with note payable   38,413 38,413
Dividends   (57,033) (57,033)
Net loss   (2,093,631) (2,093,630)
Ending balance at Mar. 31, 2018 $ 31 $ 8   $ 40,525 $ (19,007) 15,733,606 (24,398,215) (8,643,052)
Ending balance, shares at Mar. 31, 2018 31,581 8,063   40,524,432 (220,000)      
Beginning balance at Dec. 31, 2018 $ 129,507 $ (52,341) 33,977,295 (36,545,065) (2,490,604)
Beginning balance, shares at Dec. 31, 2018     129,506,802 (553,334)      
Stock based compensation $ 2,500 308,808 311,308
Stock based compensation, shares     2,500,000        
Cash received for common stock and warrants $ 2,599 647,230 649,829
Cash received for common stock and warrants, shares       2,599,320        
Stock issuance cost (143,146) (143,146)
Stock warrants issued with note payable 175,425 175,425
Purchase of treasury stock $ (168,440) (1,560) (170,000)
Purchase of treasury stock, shares         (1,680,000)      
Net loss (1,884,441) (1,884,441)
Ending balance at Mar. 31, 2019 $ 134,606 $ (220,781) $ 34,964,052 $ (38,429,506) $ (3,551,629)
Ending balance, shares at Mar. 31, 2019       134,606,122 (2,233,334)      
v3.19.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (1,884,441) $ (2,093,630)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 3,133 10,423
Accretion of debt discount and issuance cost 47,364 174,888
Share-based compensation 318,636 232,635
Gain on settlement of vendor liabilities (1,875)
Gain on settlement of debt (13,452)
Amortization of right-of-use asset 11,935
Loss on extinguishment of debt 77,514 342,366
Changes in operating assets and liabilities:    
Prepaid expenses (18,802)
Accounts receivable (1,066) (1,521)
Deferred revenue (9,005)
Accounts payable and accrued expenses (6,687) 244,619
Current portion of operating lease payable (18,436)  
Net Cash Used In Operating Activities (1,461,053) (1,124,349)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash paid for property and equipment (2,801)
Net Cash Used In Investing Activities (2,801)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573)
Net proceeds from issuance of notes 50,000
Repayment of notes (50,000) (76,500)
Proceeds from issuance of demand loan 300,000
Proceeds from issuance of convertible note 787,813 1,080,452
Repayment of convertible notes (12,508) (71,500)
Proceeds from issuance of convertible notes - related party 265,452
Proceeds from issuance of note payable - related party 380,000 135,000
Repayment of note payable - related party (125,000) (125,000)
Proceeds from issuance of common stock and warrants 649,829
Repayment of line of credit (25,000)
Cash paid for debt issuance costs (97,500)
Purchase of treasury stock and warrants (170,000)
Net Cash Provided By Financing Activities 1,726,561 1,135,404
Net Change in Cash 262,707 11,055
Cash - Beginning of Year 111,051
Cash - End of Year 262,707 122,106
Cash Paid During the Year for:    
Income taxes
Interest 37,472
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 3,750
Deferred offering costs 143,146
Debt discount on convertible note 1,006,753
Debt discount on related party note payable 198,702
Debt discount on note payable 483,745
Beneficial conversion feature on convertible notes 38,413
Accrued dividends 57,032
Warrants issued with debt 97,911 554,639
Issuance of common stock for prepaid services 116,300
Operating Lease liability 278,729
Option liability 7,328
Conversion of note payable and interest into convertible notes 341,442
Warrants with amendment to notes payable 135,596
Conversion of note payable - related party and interest into convertible notes - related party 801,026
Reclassification of derivative liability to equity 356,288
Debt discount paid in the form of common shares 34,725
Conversion of note payable and interest into convertible notes 700,383
Conversion of note payable- related party and interest into convertible notes- related party $ 327,893
v3.19.1
Organization and Operations
 3 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

Note 1 – Organization and Operations

 

Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Jerrick Media" or "Jerrick") (formerly Great Plains Holdings, Inc. or "GTPH") was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business through the acquisition and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing properties. Historically, the Company has principally engaged in the manufacture and marketing of the LiL Marc, a plastic boys' toilet-training device, which we discontinued as of December 31, 2014.

 

On February 5, 2016 (the "Closing Date"), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH ("Merger Sub"), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey ("Jerrick"), entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the "Merger"). GTPH acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick's shareholders (the "Jerrick Shareholders"), pro-rata, a total of 28,500,000 shares of GTPH's common stock. GTPH assumed 33,415 shares of Jerrick's Series A Convertible Preferred Stock (the "Jerrick Series A Preferred") and 8,064 shares of Series B Convertible Preferred Stock (the "Jerrick Series B Preferred").

   

In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the "Spin-Off Agreement"), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH's interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH's interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH's Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

 

Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media.

 

Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the "Statutory Merger Agreement") with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the "Statutory Merger") and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.

 

Jerrick Media is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick's content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick's proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.
v3.19.1
Significant and Critical Accounting Policies and Practices
 3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation - Interim Financial Information

 

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

   

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
   
(ii) Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
   
(iii)   Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
   
(iv) Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Principles of consolidation

 

The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.

 

As of March 31, 2019, the Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate   State or other jurisdiction of
incorporation or organization		   Company interest  
             
Jerrick Ventures LLC   The State of Delaware     100%  
Jerrick Australia Pty Ltd   Australia     100%  

 

All inter-company balances and transactions have been eliminated.

 

Jerrick Australia Pty Ltd does not have any operations.

  

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

  

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

 

    Estimated Useful
Life
(Years)
     
Computer equipment and software   3
Furniture and fixture   5

 

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

  

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. 

   

Derivative Liability

 

The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

 

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

 

The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.

 

Revenue Recognition

 

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

 

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

 

We determine revenue recognition through the following steps:

 

  ● identification of the contract, or contracts, with a customer;

 

  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price;

 

  ● allocation of the transaction price to the performance obligations in the contract; and

 

  ● recognition of revenue when, or as, we satisfy a performance obligation.

  

Revenue disaggregated by revenue source for the three months ended March 31, 2019 and 2018 consists of the following:

 

   Three Months Ended March 31, 
   2019   2018 
Branded content  $20,071   $11,157 
Affiliate sales   3,122    1,874 
Other revenue   11,141    3,218 
   $34,334   $16,249 

 

Branded Content

 

Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles for a client on the Vocal platform and promote stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as contractually agreed upon with such client. The revenue is recognized over time as the services are performed.

 

Below are the significant components of a typical agreement pertaining to branded content revenue:

 

  ● The Company will collect fixed fees ranging from $1,000 to $15,000

 

  ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client

 

  ● The articles are promoted per the contract and engagement reports are provided to the client

 

  ● The client pays 50% at signing and 50% upon completion

 

  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee

 

Affiliate sales

 

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

 

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of March 31, 2019, the Company had deferred revenue of $0.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the three months ended March 31, 2019 and 2018.

     

Stock-Based Compensation

 

We have stock-based compensation plans that are broad-based long-term retention programs intended to attract and retain talented employees and align stockholder and employee interests, which allows for awards of restricted stock, restricted stock units and other stock-based awards of our common stock to employees and non-employees. Our plans include time-based, market-based, and performance-based awards of our common stock to employees and non-employees.

 

We account for stock-based awards under the fair value method of accounting. The fair value of all stock-based compensation is recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards.

 

We estimate the fair value of time-based awards using our closing stock price on the date of grant. We estimate the fair value of market-based awards using a Black Scholes option valuation method, which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. For performance-based shares, we do not record expense until the performance criteria are considered probable.  

  

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three months ended March 31, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at March 31, 2019 and 2018:

 

   March 31,
2019		   March 31,
2018		 
Series A Preferred stock   -    192,567 
Series B Preferred stock   -    40,929 
Options   17,649,990    17,649,990 
Warrants   116,346,622    55,521,987 
Convertible notes - related party   1,012,626    9,526,533 
Convertible notes   3,760,784    23,796,858 
Totals   138,770,022    106,728,864 

 

Reclassifications

 

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities.

  

Recently Adopted Accounting Guidance

  

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

 

Recent Accounting Guidance Not Yet Adopted

 

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
v3.19.1
Going Concern
 3 Months Ended
Mar. 31, 2019
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

The Company's condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. 

 

As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2019, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements, or May 15, 2020.

 

The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.

 

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
v3.19.1
Notes Payable
 3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable

Note 4 – Notes Payable

 

Notes payable as of March 31, 2019 and December 31, 2018 is as follows:

 

   Outstanding Principal as of          Warrants 
   March 31,
2019		   December 31,
2018		   Interest Rate   Maturity Date  Quantity   Exercise
Price		 
July 2018 Loan Agreement               -    50,000    6%   August 2018   300,000        - 
         50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $-   $49,926                   

 

During the three months ended March 31, 2019 the Company repaid $50,000 in principal and $1,893 in interest.
v3.19.1
Convertible Note Payable
 3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 5 – Convertible Note Payable

 

Convertible notes payable as of March 31, 2019 and December 31, 2018 is as follows: 

 

    Outstanding Principal as of                     Warrants  
    March 31,
2019		     December 31,
2018		     Interest
Rate		     Conversion
Price		     Maturity Date   Quantity     Exercise
Price		  
The February 2018 Convertible Note Offering     62,492       75,000       15 %     0.20 (*)   January – February 2020     5,078,375       0.20  
The March 2018 Convertible Note Offering     75,000       75,000       14 %     0.20 (*)   March – April 2020     4,806,833       0.20  
The February 2019 Convertible Note Offering     787,813       -       10 %     0.25 (*)   February – March 2020     782,100       0.30  
      925,305       150,000                                      
Less: Debt Discount     (79,585 )     (17,280 )                                    
Less: Debt Issuance Costs     (9,240 )     (9,239 )                                    
      836,480       123,481                                      
Less: Current Debt     (761,480 )     -                                      
Total Long-Term Debt   $ 75,000     $ 123,481                                      

  

(*)As subject to adjustment as further outlined in the notes

  

The February 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2018 Investors”) for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company’s short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of warrants to purchase 1,453,375 shares of common stock with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

 

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $0.20 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $0.20 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.

 

The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

       

The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

 

The Company recorded a $316,875 debt discount relating to 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the “Placement Agent”), to carry out the Offering on a “best-efforts” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

 

During the Year ended December31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined below).

 

During the three months ended March 31, 2019 the company repaid $12,508 in principal.

 

The March 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “March 2018 Investors”) for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company’s short-term debt, $767 accrued but unpaid interest and $140,600 of the Company’s vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 956,833 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt.

  

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates. 

 

The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

  

The Company recorded a $254,788 debt discount relating to 4,806,833 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

During the Year ended December31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

 

The February 2019 Convertible Note Offering

 

During the three months ended March 31, 2019, the Company conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”) for aggregate gross proceeds of $787,813.

  

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying February 2019 Notes may be converted, at an exercise price of $0.30 per share (“Exercise Price”). During the three months ended March 31, 2019 a total of 1,046,100 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

The February 2019 Notes mature on the first (1st) anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the February 2019 Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering (as defined therein).

 

The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s Common Stock or any equity linked instruments or securities convertible into the Company’s Common Stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $73,214 debt discount relating to 1,046,100 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.
v3.19.1
Related Party Loans
 3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Loans

Note 6 – Related Party Loans

 

Convertible notes

 

Convertible notes payable – related party as of March 31, 2019 and December 31, 2018 is as follows:

 

    Outstanding Principal as of               Warrants  
    March 31,
2019		     December 31,
2018		     Interest
Rate		     Maturity Date   Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering     400       400       14 %   March 2020     1,197,000       0.20  
      400       400                              
Less: Debt Discount     (45 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      355       328                              
Less: Current Debt     -       -                              
Total Long-Term Debt   $ 355     $ 328                              

  

The March 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $239,400.

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates. 

 

The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

 

The Company recorded a $84,854 debt discount relating to 1,197,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

  

During the year ended December 31, 2019, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below).

 

Notes payable

 

Notes payable – related party as of March 31, 2019 and December 31, 2018 is as follows:

 

    Outstanding Principal as of               Warrants  
    March 31,
2019		     December 31,
2018		       Interest
Rate    		     Maturity Date   Quantity     Exercise
Price		  
The May 2016 Rosen Loan Agreement   $ 1,000,000     $ 1,000,000       13 %   November 26, 2017     1,000,000     $ 0.40  
The June 2018 Frommer Loan Agreement     10,000       10,000       6 %   August 17, 2018     30,000       0.20  
The July 2018 Rosen Loan Agreement     60,000       60,000       6 %   August 17, 2018     30,000       0.20  
The July 2018 Schiller Loan Agreements     40,000       40,000       6 %   August 17, 2018     150,000       0.20  
The December 2018 Gravitas Loan Agreement     -       50,000       6 %   January 22, 2019     50,000       0.30  
The December 2018 Rosen Loan Agreement     75,000       75,000       6 %   January 26, 2019     75,000       0.30  
The January 2019 Rosen Loan Agreement     175,000       -       10 %   February 15, 2019     300,000       0.30  
The February 2019 Gravitas Loan Agreement     -       -       5 %   February 28, 2019     7,500       0.30  
The February 2019 Rosen Loan Agreement     50,000       -       10 %   February 28, 2019     100,000       0.30  
The March 2019 Gravitas Loan Agreement     80,000       -       6 %   April 11, 2019     10,000       0.30  
      1,490,000       1,235,000                              
Less: Debt Discount     (284 )     (11,927 )                            
      1,489,716       1,223,073                              
Less: Current Debt     (1,489,716 )     (1,223,073 )                            
    $       $ -                              

  

The May 2016 Rosen Loan Agreement

 

On May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the “May 2016 Rosen Loan”). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $0.40 per share (the “May 2016 Rosen Warrant”). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the “May 2016 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019.

 

The June 2018 Frommer Loan Agreement

 

On June 29, 2018, the Company entered into a loan agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the “June 2018 Frommer Maturity Date”). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 40,854 warrants to purchase common stock of the Company at an exercise price of $0.30. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 41,534 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. 

 

The First July 2018 Schiller Loan Agreement

 

On July 3, 2018, the Company entered into a loan agreement (the “First July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the “First July 2018 Schiller Note”). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018.  Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 142,987 shares of common stock of the Company at an exercise price of $0.30. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 64,077 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

 

The Second July 2018 Schiller Loan Agreement

 

On July 17, 2018, the Company entered into a loan agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the “Second July 2018 Schiller Note”). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 101,900 shares of common stock of the Company at an exercise price of $0.30. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 103,600 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.

 

The First July 2018 Rosen Loan Agreements

 

On July 12, 2018, the Company entered into a loan agreement (the “First July 2018 Rosen Loan Agreement”) with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the “First July 2018 Rosen Note”). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 27,534 shares of common stock of the Company at an exercise price of $0.30. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 207,400 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

The Second July 2018 Rosen Loan Agreements

 

On July 18, 2018, the Company entered into a loan agreement (the “Second July 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the “Second July 2018 Rosen Note”) resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 150,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 203,967 shares of common stock of the Company at an exercise price of $0.30. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 41,440 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

The December 2018 Rosen Loan Agreement

 

On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the “December 2018 Rosen Note”). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the “December 2018 Rosen Maturity Date”). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 703,889 warrants to purchase common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.

 

The December 2018 Gravitas Capital Loan Agreement

 

On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the “December 2018 Gravitas Capital Note”). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019  (the “December 2018 Gravitas Capital Maturity Date”).

 

During the three months ended March 31, 2019 the Company repaid $50,000 in principal and $250 in interest.

 

The January 2019 Rosen Loan Agreement

 

On January 30, 2019, the Company entered into a loan agreement (the “January 2019 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the “January 2019 Rosen Note”). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the “January 2019 Rosen Maturity Date”). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 703,889 shares of common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.

 

 The February 2019 Gravitas Capital Loan Agreement

 

On February 6, 2019, the Company entered into a loan agreement (the “February 2019 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the “February 2019 Gravitas Capital Note”). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 7,500 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019  (the “February 2019 Gravitas Capital Maturity Date”).

 

During the three months ended March 31, 2019 the Company repaid $75,000 in principal and $3,500 in interest.

 

The February 2019 Rosen Loan Agreement

 

On February 14, 2019, the Company entered into a loan agreement (the “February 2019 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the “February 2019 Rosen Note”). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 100,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the “February 2019 Rosen Maturity Date”). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.  

 

The March 2019 Gravitas Capital Loan Agreement

 

On March 11, 2019, the Company entered into a loan agreement (the “March 2019 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the “March 2019 Gravitas Capital Note”). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 7,500 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019  (the “March 2019 Gravitas Capital Maturity Date”). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 10,000 warrants to purchase common stock of the Company at an exercise price of $0.30.

 

Demand loan

 

On March 29, 2019, Standish made non-interest bearing loans of $300,000 to the Company in the form of cash. The loan is due on demand and unsecured.

 

Officer compensation

 

During the three months ended March 31, 2019 the Company paid $25,952 for living expenses for officers of the Company.
v3.19.1
Stockholders' Deficit
 3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Stockholders' Deficit

Note 7 - Stockholders' Deficit

 

Shares Authorized

 

Upon incorporation, the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Twenty Million (320,000,000) shares of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share and Twenty Million (20,000,000) shall be Preferred Stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. 

 

Preferred Stock

 

As of March 31, 2019, and December 31, 2018 there were no preferred stock issued or outstanding.

 

Common Stock

 

On January 4, 2017, the Company issued 2,000,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

 

On January 3, 2017, the Company issued 500,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

 

August 2018 Equity Raise

 

Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 2,599,320 shares of common stock at an exercise price of $0.30 per share (the "Purchaser Warrants", collectively, the "Securities").

 

The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants).

 

Warrants

 

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

 

The assumptions used for warrants granted during the three months ended March 31, 2019 are as follows:

 

  

March 31,

2019

   March 31,
2018		 
Exercise price  $0.30   $0.20 
Expected dividends   0%   0%
Expected volatility   108.16%   93,69% - 100.56%
Risk free interest rate   2.23% - 2.5%   1.64% - 2.69%
Expected life of warrant   4 – 5 years    4 – 5 years 

  

Warrant Activities

 

The following is a summary of the Company's warrant activity:

 

   Warrants   Weighted Average
Exercise
Price		 
         
Outstanding – December 31, 2018   110,859,062       0.27 
Granted   5,527,560    0.30 
Exercised   -    - 
Forfeited/Cancelled   (40,000)   0.30 
Outstanding and Exercisable – March 31, 2019   116,346,622   $0.27 

 

Warrants Outstanding   Warrants Exercisable
Exercise price   Number
Outstanding		   Weighted Average
Remaining Contractual Life
(in years)		   Weighted
Average
Exercise Price		   Number
Exercisable		  Weighted
Average
Exercise Price		 
$0.27    116,346,622    3.63    0.27   116,346,622   0.27 

 

During the three months ended March 31, 2019, a total of 782,100 warrants were issued with convertible notes (See Note 5 above). The warrants have a grant date fair value of $69,317 using a Black-Scholes option-pricing model and the above assumptions.

 

During the three months ended March 31, 2019, a total of 1,882,140 warrants were issued with notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $104,900 using a Black-Scholes option-pricing model and the above assumptions.

 

During the three months ended March 31, 2019, a total of 264,000 warrants were issued with convertible notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $12,027 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the three months ended March 31, 2019, a total of 2,599,320 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.
v3.19.1
Leases
 3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Leases

Note 11 – Leases

 

Lease Agreements

 

On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150.

 

We determine if an arrangement contains a lease at inception. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

 

Our leases consist of leaseholds on office space. The approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.

 

Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

 

We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

 

During the three months ended March 31, 2019 the Company incurred $20,690 towards the amortization of assets included in general and administrative expenses on the Condensed Consolidated Statements of Operations.

 

Total future minimum payments required under the lease as of March 31, 2019 are as follows:

 

Twelve Months Ending March 31,    
2020  $76,973 
2021   80,944 
2022   85,034 
2023   91,336 
2024   15,410 
Total  $349,697 

  

Rent expense for the three months ended March 31, 2019 and 2018 was $20,690 and $10,957 respectively. 
v3.19.1
Subsequent Events
 3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

Note 13 – Subsequent Events

 

Close of Tender Offer

 

On April 11, 2019, the Company substantially completed its offer to holders of certain of the Company’s outstanding warrants. The aggregate amount of these warrants tendered, each with an exercise price of $0.20, represents approximately 91% of the warrants eligible to be exchanged in the tender offer, and 49% of the Company’s total outstanding warrants. The Company exchanged warrants to purchase approximately 56,571,598 shares of common stock as part of the tender offer. Participating investors received approximately 18,784,878 shares of common stock for returning the warrants.

 

Close of Convertible Note Offering

 

Between February 21, 2019 and February 26, 2019, and between March 12, 2019 and March 29, 2019, Jerrick Media Holdings, Inc. (the “Company”) consummated the initial closings (the “Initial Closings”) of a private placement offering of its securities of up to $3,000,000 (the “Offering”). In connection with the Initial Closings, the Company entered into securities purchase agreements (the “Purchase Agreements”) with 12 accredited investors (the “Initial Purchasers”) for an aggregate purchase price of $1,092,500. Pursuant to the Purchase Agreements, the Initial Purchasers received warrants to purchase shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”). The Initial Purchasers received 1,442,100 Purchaser Warrants.

 

On May 7, 2019, the Company consummated the final closing (the “Final Closing”) of a private placement offering of its securities of up to $3,000,000 (the “Offering”). In connection with the Final Closing, the Company will issue 1,231,593 warrants to purchase shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”) to 5 accredited investors (the “Final Closing Purchasers” and, together with the Initial Purchasers, “the Offering’s Purchasers”), for an aggregate purchase price of $933,025. This includes $162,500 in second tranche payments to be made by the Offering’s Purchasers, due when the Company meets certain performance criteria as outlined in the Purchase Agreements.

 

In connection with the Offering, the Company issued convertible notes (the “Notes”) in the principal aggregate amount of $1,863,025, with an additional $162,500 in Notes to be issued upon the achievement of certain milestones. The Notes accrue interest at a rate of 10% per annum and the interest is payable in kind upon the twelve (12) month anniversary of the Notes. The Notes have maturity dates between February 21, 2020 and May 7, 2020, respectively (the “Maturity Dates”). The Notes are convertible any time after their issuance. The Offering’s Purchasers have the right to convert the Notes into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).

 

In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.

 

The Purchaser Warrants are exercisable into a total of 2,673,693 shares of the Company’s common stock. The Purchaser Warrants issued in this transaction are immediately exercisable at an exercise price of $0.30 per share, subject to applicable adjustments. The Purchaser Warrants expire four (4) years from the original issue date.
v3.19.1
Significant and Critical Accounting Policies and Practices (Policies)
 3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Basis of Presentation - Interim Financial Information

Basis of Presentation - Interim Financial Information

 

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2018.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

   

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
   
(ii) Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
   
(iii)   Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
   
(iv) Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.
Principles of consolidation

Principles of consolidation

 

The Company consolidates all majority-owned subsidiaries, if any, in which the parent's power to control exists.

 

As of March 31, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate   State or other jurisdiction of
incorporation or organization		   Company interest  
             
Jerrick Ventures LLC   The State of Delaware     100%  
Jerrick Australia Pty Ltd   Australia     100%  

 

All inter-company balances and transactions have been eliminated.

 

Jerrick Australia Pty Ltd does not have any operations.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. 

 

The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
Cash Equivalents

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.
Property and Equipment

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

 

    Estimated Useful
Life
(Years)
     
Computer equipment and software   3
Furniture and fixture   5

 

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.
Commitments and Contingencies

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

  

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Derivative Liability

Derivative Liability

 

The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

   

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification ("Section 815-40-15") to determine whether an instrument (or an embedded feature) is indexed to the Company's own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis.

 

The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.
Revenue Recognition

Revenue Recognition

 

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

 

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

 

We determine revenue recognition through the following steps:

 

  ● identification of the contract, or contracts, with a customer;

 

  ● identification of the performance obligations in the contract;

 

  ● determination of the transaction price;

 

  ● allocation of the transaction price to the performance obligations in the contract; and

 

  ● recognition of revenue when, or as, we satisfy a performance obligation.

  

Revenue disaggregated by revenue source for the three months ended March 31, 2019 and 2018 consists of the following:

 

   Three Months Ended March 31, 
   2019   2018 
Branded content  $20,071   $11,157 
Affiliate sales   3,122    1,874 
Other revenue   11,141    3,218 
   $34,334   $16,249 

 

Branded Content

 

Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles for a client on the Vocal platform and promote stories, tracking engagement for the client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as contractually agreed upon with such client. The revenue is recognized over time as the services are performed.

 

Below are the significant components of a typical agreement pertaining to branded content revenue:

 

  ● The Company will collect fixed fees ranging from $1,000 to $15,000

 

  ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the client

 

  ● The articles are promoted per the contract and engagement reports are provided to the client

 

  ● The client pays 50% at signing and 50% upon completion

 

  ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee

 

Affiliate sales

 

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.
Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of March 31, 2019, the Company had deferred revenue of $0.
Accounts Receivable and Allowances

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the three months ended March 31, 2019 and 2018.
Stock-Based Compensation

Stock-Based Compensation

 

We have stock-based compensation plans that are broad-based long-term retention programs intended to attract and retain talented employees and align stockholder and employee interests, which allows for awards of restricted stock, restricted stock units and other stock-based awards of our common stock to employees and non-employees. Our plans include time-based, market-based, and performance-based awards of our common stock to employees and non-employees.

 

We account for stock-based awards under the fair value method of accounting. The fair value of all stock-based compensation is recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards.

 

We estimate the fair value of time-based awards using our closing stock price on the date of grant. We estimate the fair value of market-based awards using a Black Scholes option valuation method, which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. For performance-based shares, we do not record expense until the performance criteria are considered probable.  
Loss Per Share

Loss Per Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three months ended March 31, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at March 31, 2019 and 2018:

 

   March 31,
2019		   March 31,
2018		 
Series A Preferred stock   -    192,567 
Series B Preferred stock   -    40,929 
Options   17,649,990    17,649,990 
Warrants   116,346,622    55,521,987 
Convertible notes - related party   1,012,626    9,526,533 
Convertible notes   3,760,784    23,796,858 
Totals   138,770,022    106,728,864 
Reclassifications

Reclassifications

 

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.
Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

  

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) - Targeted Improvements," which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, "Leases (Topic 842) - Narrow-Scope Improvements for Lessors," which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.
Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

 

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory", which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
v3.19.1
Significant and Critical Accounting Policies and Practices (Tables)
 3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities
Name of combined affiliate   State or other jurisdiction of
incorporation or organization		   Company interest  
             
Jerrick Ventures LLC   The State of Delaware     100%  
Jerrick Australia Pty Ltd   Australia     100%
Schedule of property and equipment estimated useful lives
    Estimated Useful
Life
(Years)
     
Computer equipment and software   3
Furniture and fixture   5
Schedule of revenue disaggregated by revenue
   Three Months Ended March 31, 
   2019   2018 
Branded content  $20,071   $11,157 
Affiliate sales   3,122    1,874 
Other revenue   11,141    3,218 
   $34,334   $16,249 
Schedule of common stock equivalents
   March 31,
2019		   March 31,
2018		 
Series A Preferred stock   -    192,567 
Series B Preferred stock   -    40,929 
Options   17,649,990    17,649,990 
Warrants   116,346,622    55,521,987 
Convertible notes - related party   1,012,626    9,526,533 
Convertible notes   3,760,784    23,796,858 
Totals   138,770,022    106,728,864 
v3.19.1
Notes Payable (Tables)
 3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Schedule of notes payable
  Outstanding Principal as of          Warrants 
   March 31,
2019		   December 31,
2018		   Interest Rate   Maturity Date  Quantity   Exercise
Price		 
July 2018 Loan Agreement               -    50,000    6%   August 2018   300,000        - 
         50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $-   $49,926                   
v3.19.1
Convertible Note Payable (Tables)
 3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Schedule of convertible notes payable

    Outstanding Principal as of                     Warrants  
    March 31,
2019		     December 31,
2018		     Interest
Rate		     Conversion
Price		     Maturity Date   Quantity     Exercise
Price		  
The February 2018 Convertible Note Offering     62,492       75,000       15 %     0.20 (*)   January – February 2020     5,078,375       0.20  
The March 2018 Convertible Note Offering     75,000       75,000       14 %     0.20 (*)   March – April 2020     4,806,833       0.20  
The February 2019 Convertible Note Offering     787,813       -       10 %     0.25 (*)   February – March 2020     782,100       0.30  
      925,305       150,000                                      
Less: Debt Discount     (79,585 )     (17,280 )                                    
Less: Debt Issuance Costs     (9,240 )     (9,239 )                                    
      836,480       123,481                                      
Less: Current Debt     (761,480 )     -                                      
Total Long-Term Debt   $ 75,000     $ 123,481                                      

  

(*)As subject to adjustment as further outlined in the notes
v3.19.1
Related Party Loans (Tables)
 3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party

    Outstanding Principal as of               Warrants  
    March 31,
2019		     December 31,
2018		     Interest
Rate		     Maturity Date   Quantity     Exercise
Price		  
The March 2018 Convertible Note Offering     400       400       14 %   March 2020     1,197,000       0.20  
      400       400                              
Less: Debt Discount     (45 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      355       328                              
Less: Current Debt     -       -                              
Total Long-Term Debt   $ 355     $ 328                              
Schedule of notes payable - related party

    Outstanding Principal as of               Warrants  
    March 31,
2019		     December 31,
2018		       Interest
Rate    		     Maturity Date   Quantity     Exercise
Price		  
The May 2016 Rosen Loan Agreement   $ 1,000,000     $ 1,000,000       13 %   November 26, 2017     1,000,000     $ 0.40  
The June 2018 Frommer Loan Agreement     10,000       10,000       6 %   August 17, 2018     30,000       0.20  
The July 2018 Rosen Loan Agreement     60,000       60,000       6 %   August 17, 2018     30,000       0.20  
The July 2018 Schiller Loan Agreements     40,000       40,000       6 %   August 17, 2018     150,000       0.20  
The December 2018 Gravitas Loan Agreement     -       50,000       6 %   January 22, 2019     50,000       0.30  
The December 2018 Rosen Loan Agreement     75,000       75,000       6 %   January 26, 2019     75,000       0.30  
The January 2019 Rosen Loan Agreement     175,000       -       10 %   February 15, 2019     300,000       0.30  
The February 2019 Gravitas Loan Agreement     -       -       5 %   February 28, 2019     7,500       0.30  
The February 2019 Rosen Loan Agreement     50,000       -       10 %   February 28, 2019     100,000       0.30  
The March 2019 Gravitas Loan Agreement     80,000       -       6 %   April 11, 2019     10,000       0.30  
      1,490,000       1,235,000                              
Less: Debt Discount     (284 )     (11,927 )                            
      1,489,716       1,223,073                              
Less: Current Debt     (1,489,716 )     (1,223,073 )                            
    $       $ -                              
v3.19.1
Stockholders' Deficit (Tables)
 3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Schedule of assumptions used for warrants granted
 

March 31,

2019

   March 31,
2018		 
Exercise price  $0.30   $0.20 
Expected dividends   0%   0%
Expected volatility   108.16%   93,69% - 100.56%
Risk free interest rate   2.23% - 2.5%   1.64% - 2.69%
Expected life of warrant   4 – 5 years    4 – 5 years
Schedule of stock warrant activity
   Warrants   Weighted Average
Exercise
Price		 
         
Outstanding – December 31, 2018   110,859,062       0.27 
Granted   5,527,560    0.30 
Exercised   -    - 
Forfeited/Cancelled   (40,000)   0.30 
Outstanding and Exercisable – March 31, 2019   116,346,622   $0.27 
Schedule of outstanding and exercisable
Warrants Outstanding   Warrants Exercisable
Exercise price   Number
Outstanding		   Weighted Average
Remaining Contractual Life
(in years)		   Weighted
Average
Exercise Price		   Number
Exercisable		  Weighted
Average
Exercise Price		 
$0.27    116,346,622    3.63    0.27   116,346,622   0.27 
v3.19.1
Leases (Tables)
 3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Schedule of future minimum lease payments

Twelve Months Ending March 31,    
2020  $76,973 
2021   80,944 
2022   85,034 
2023   91,336 
2024   15,410 
Total  $349,697 
v3.19.1
Organization and Operations (Details)
Feb. 05, 2016
shares
Kent Campbell [Member]  
Organization and Operations (Textual)  
Cancelled of common stock 781,818
Parent Company [Member] | Series A Preferred Stock [Member]  
Organization and Operations (Textual)  
Issuance of common shares for cash 33,415
Parent Company [Member] | Series B Preferred Stock [Member]  
Organization and Operations (Textual)  
Issuance of common shares for cash 8,064
Great Plains Holdings Inc [Member]  
Organization and Operations (Textual)  
Issuance of common shares for cash 28,500,000
v3.19.1
Significant and Critical Accounting Policies and Practices (Details)
 3 Months Ended
Mar. 31, 2019
Jerrick Ventures LLC  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization The State of Delaware
Company interest 100.00%
Jerrick Australia Pty Ltd  
Name of combined affiliate Jerrick Australia Pty Ltd
State or other jurisdiction of incorporation or organization Australia
Company interest 100.00%
v3.19.1
Significant and Critical Accounting Policies and Practices (Details 1)
 3 Months Ended
Mar. 31, 2019
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
Furniture and fixture [Member]  
Property and Equipment, Estimated Useful Life (Years) 5 years
v3.19.1
Significant and Critical Accounting Policies and Practices (Details 2) - USD ($)
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 34,334 $ 16,249
Branded content [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 20,071 11,157
Affiliate sales [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue 3,122 1,874
Other revenue [Member]    
Acquired Indefinite-lived Intangible Assets [Line Items]    
Net revenue $ 11,141 $ 3,218
v3.19.1
Significant and Critical Accounting Policies and Practices (Details 3) - shares
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 138,770,022 106,728,864
Series A Preferred stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 192,567
Series B Preferred stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 40,929
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 1,012,626 9,526,533
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 3,760,784 23,796,858
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 17,649,990 17,649,990
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 116,346,622 55,521,987
v3.19.1
Significant and Critical Accounting Policies and Practices (Details Textual)
 3 Months Ended
Mar. 31, 2019
USD ($)
Significant and Critical Accounting Policies and Practices (Textual)  
Deferred revenue $ 0
Liquid investments purchase maturity, description Liquid investments with a maturity of three months or less.
Payment related percentage, description The Client pays 50% at signing and 50% upon completion
Maximum [Member]  
Significant and Critical Accounting Policies and Practices (Textual)  
Fixed fees ranging $ 15,000
Affiliate sales percentage 20.00%
Minimum [Member]  
Significant and Critical Accounting Policies and Practices (Textual)  
Fixed fees ranging $ 1,000
Affiliate sales percentage 2.00%
v3.19.1
Notes Payable (Details) - USD ($)
 1 Months Ended 3 Months Ended
Feb. 26, 2019
Mar. 29, 2019
Mar. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]        
Note payable, Outstanding Principal     $ 49,926
Warrants, Quantity 1,442,100 1,442,100    
Warrants, Exercise Price $ 0.30 $ 0.30    
Less: Debt Discount      
Less: Debt Issuance Costs       (74)
Notes Payable     49,926
July 2018 Loan Agreement [Member]        
Debt Instrument [Line Items]        
Note payable, Outstanding Principal     50,000
Interest Rate     6.00%  
Interest and principal both due date     Aug. 31, 2018  
Warrants, Quantity     300,000  
Warrants, Exercise Price      
Less: Debt Discount    
Less: Debt Issuance Costs     $ (74)
v3.19.1
Notes Payable (Details Textual) - USD ($)
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Notes Payable (Textual)    
Repaid principal $ 50,000 $ 76,500
Gain on forgiveness of debt $ 1,893  
v3.19.1
Convertible Note Payable (Details) - USD ($)
 3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Short-term Debt [Line Items]    
Outstanding Principal $ 925,305 $ 150,000
Less: Debt Discount (79,585) (17,280)
Less: Debt Issuance Costs (9,240) (9,239)
Total 836,480 123,481
Less: Current Debt (761,480)
Total Long-Term Debt 75,000 123,481
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 62,492 75,000
Interest Rate 15.00%  
Conversion Price [1] $ 0.20  
Warrants, Quantity 5,078,375  
Warrants, Exercise Price $ 0.20  
The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 75,000 $ 75,000
Interest Rate 14.00%
Conversion Price [1] $ 0.20  
Warrants, Quantity 1,197,000  
Warrants, Exercise Price $ 0.20  
The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 787,813
Interest Rate 10.00%  
Conversion Price [1] $ 0.25  
Warrants, Quantity 782,100  
Warrants, Exercise Price $ 0.30  
Minimum [Member] | The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2020  
Minimum [Member] | The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
Minimum [Member] | The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
Maximum [Member] | The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
Maximum [Member] | The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Apr. 30, 2020  
Maximum [Member] | The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
[1] As subject to adjustment as further outlined in the notes
v3.19.1
Convertible Note Payable (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Feb. 26, 2019
Mar. 29, 2019
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Convertible Note Payable (Textual)          
Convertible notes payable outstanding balance     $ 925,305   $ 150,000
Debt discount     79,585   17,280
Debt issuance costs         74
Proceeds from issuance of convertible notes     $ 50,000  
Warrants, exercise price $ 0.30 $ 0.30      
Warrants purchase of common stock 1,442,100 1,442,100      
February 2018 Convertible Note Offering [Member]          
Convertible Note Payable (Textual)          
Convertible note     12,508    
Converted principal amount     940,675    
Repayment of principal     5,298    
Debt discount     $ 254,788   $ 316,875
Issuance of warrants     1,453,375    
Warrants issued to purchase shares     4,806,833   3,625,000
Interest amount of convertible notes     $ 40,675    
Conversion feature of debt instrument     37,350    
Placement fees     $ 94,250    
Convertible redeemable debentures, percentage     10.00%    
Fair value derivative liability         $ 181,139
Secured debt         250,000
Convertible secured promissory note, description     A maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $0.20 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $0.20 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.    
Aggregate principal amount         725,000
Conversion shares     362,500    
Conversion shares fair value     $ 74,881    
Unpaid interest     86,544    
Warrant grant date fair value        
March 2018 Convertible Note Offering [Member]          
Convertible Note Payable (Textual)          
Converted principal amount         886,367
Issuance of warrants     956,833    
Interest amount of convertible notes     $ 767    
Fair value derivative liability     84,087    
Secured debt     $ 50,000    
Convertible secured promissory note, description     A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.    
Aggregate principal amount     $ 770,000    
Unpaid interest     140,600   $ 51,293
The February 2019 Convertible Note Offering [Member]          
Convertible Note Payable (Textual)          
Debt discount     $ 73,214    
Warrants issued to purchase shares     1,046,100    
Convertible secured promissory note, description     (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying February 2019 Notes may be converted, at an exercise price of $0.30 per share (“Exercise Price”). During the three months ended March 31, 2019 a total of 1,046,100 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.    
Aggregate principal amount     $ 787,813    
v3.19.1
Related Party Loans (Details) - USD ($)
 3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 400 $ 400
Less: Debt Discount (45) (72)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 355 328
Less: Current Debt
Total Long-Term Debt 355 328
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 400 $ 400
Interest Rate 14.00%
Maturity Date, description March 2020  
Warrants, Quantity 1,197,000  
Warrants, Exercise Price $ 0.20  
v3.19.1
Related Party Loans (Details 1) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Feb. 28, 2019
Jan. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Mar. 11, 2019
Feb. 14, 2019
Feb. 06, 2019
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 1,490,000 $ 1,235,000      
Less: Debt Discount     (284) (11,927)      
Notes payable     1,489,716 1,223,073      
Less: Current Debt     (1,489,716) (1,223,073)      
Notes payable - related party, net          
The May 2016 Rosen Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 1,000,000 1,000,000      
Interest Rate     13.00%        
Maturity Date     Nov. 26, 2017        
Warrants, Quantity     1,000,000        
Warrants, Exercise Price     $ 0.40        
The June 2018 Frommer Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 10,000 10,000      
Interest Rate     6.00%        
Maturity Date     Aug. 17, 2018        
Warrants, Quantity     30,000        
Warrants, Exercise Price     $ 0.20        
The July 2018 Rosen Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 60,000 60,000      
Interest Rate     6.00%        
Maturity Date     Aug. 17, 2018        
Warrants, Quantity     30,000        
Warrants, Exercise Price     $ 0.20        
The July 2018 Schiller Loan Agreements [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 40,000 40,000      
Interest Rate     6.00%        
Maturity Date     Aug. 17, 2018        
Warrants, Quantity     150,000        
Warrants, Exercise Price     $ 0.20        
The December 2018 Gravitas Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     50,000      
Interest Rate     6.00%        
Maturity Date     Jan. 22, 2019        
Warrants, Quantity     50,000        
Warrants, Exercise Price     $ 0.30        
The December 2018 Rosen Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 75,000 75,000      
Interest Rate     6.00%        
Maturity Date     Jan. 26, 2019        
Warrants, Quantity     75,000        
Warrants, Exercise Price     $ 0.30        
The January 2019 Rosen Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 175,000      
Interest Rate   10.00% 10.00%        
Maturity Date   Feb. 15, 2018 Feb. 15, 2019        
Warrants, Quantity     300,000        
Warrants, Exercise Price     $ 0.30        
The February 2019 Gravitas Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross          
Interest Rate     5.00%       5.00%
Maturity Date     Feb. 28, 2019        
Warrants, Quantity     7,500        
Warrants, Exercise Price     $ 0.30        
The February 2019 Rosen Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 50,000      
Interest Rate     10.00%     10.00%  
Maturity Date Mar. 29, 2019   Feb. 28, 2019        
Warrants, Quantity     100,000        
Warrants, Exercise Price     $ 0.30        
The March 2019 Gravitas Loan Agreement [Member]              
Related Party Transaction [Line Items]              
Notes payable - related party, gross     $ 80,000      
Interest Rate     6.00%   6.00%    
Maturity Date     Apr. 11, 2019        
Warrants, Quantity     10,000        
Warrants, Exercise Price     $ 0.30        
v3.19.1
Related Party Loans (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
May 07, 2019
Apr. 12, 2019
Mar. 11, 2019
Nov. 08, 2018
Jul. 18, 2018
Jul. 03, 2018
Sep. 06, 2017
Mar. 31, 2019
Mar. 29, 2019
Feb. 28, 2019
Feb. 18, 2019
Feb. 14, 2019
Jan. 31, 2019
Dec. 27, 2018
Jun. 29, 2018
May 26, 2016
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Feb. 26, 2019
Feb. 06, 2019
Related Party Loans (Textual)                                          
Warrants, exercise price                 $ 0.30                     $ 0.30  
Repaid principal                                 $ 50,000 $ 76,500      
Subsequent Event [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description The Notes have maturity dates between February 21, 2020 and May 7, 2020, respectively (the “Maturity Dates”). The Notes are convertible any time after their issuance. The Offering’s Purchasers have the right to convert the Notes into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).                                        
Warrant term 4 years                                        
Warrants, exercise price $ 0.30                                        
Interest Rate 10.00%                                        
The February 2019 Convertible Note Offering [Member]                                          
Related Party Loans (Textual)                                          
Warrants issued to purchase shares               1,046,100                 1,046,100        
Related party made non-interest bearing loans                 $ 300,000                        
Living expenses               $ 25,952                          
The January 2019 Rosen Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description                 The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.                    
Promissory note                         $ 175,000                
Warrant term                         4 years                
Warrants issued to purchase shares                     703,889   300,000                
Warrants, exercise price                     $ 0.30   $ 0.30                
Interest Rate               10.00%         10.00%       10.00%        
Interest and principal both due date                         Feb. 15, 2018       Feb. 15, 2019        
The February 2019 Gravitas Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description                   The maturity date of February 28, 2019 (the "February 2019 Gravitas Capital Maturity Date").                      
Promissory note                                         $ 75,000
Warrants issued to purchase shares                                         7,500
Warrants, exercise price                                         $ 0.30
Interest Rate               5.00%                 5.00%       5.00%
Interest and principal both due date                                 Feb. 28, 2019        
Repaid principal                                 $ 75,000        
Repaid of interest                                 $ 3,500        
The February 2019 Rosen Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description               The March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019  (the "March 2019 Gravitas Capital Maturity Date"). The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. The February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date").                      
Promissory note                       $ 50,000                  
Warrant term     4 years                 4 years                  
Warrants issued to purchase shares                       100,000                  
Warrants, exercise price                       $ 0.30                  
Interest Rate               10.00%       10.00%         10.00%        
Interest and principal both due date                   Mar. 29, 2019             Feb. 28, 2019        
The February 2019 Rosen Loan Agreement [Member] | Subsequent Event [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description   The Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019.                                      
The March 2019 Gravitas Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Promissory note     $ 80,000                                    
Warrants issued to purchase shares     7,500         10,000                 10,000        
Warrants, exercise price     $ 0.30         $ 0.30                 $ 0.30        
Interest Rate     6.00%         6.00%                 6.00%        
Interest and principal both due date                                 Apr. 11, 2019        
March Two Thousand Eighteen Convertible Note Offering [Member] | Investors [Member]                                          
Related Party Loans (Textual)                                          
Gross proceeds of private placement offering                                 $ 239,400        
Convertible note               $ 900,000                 $ 900,000   $ 239,000    
Unpaid interest                                     $ 15,401    
Issuance of warrants                                 1,197,000        
Units of securities                                 $ 300,000        
Convertible secured promissory note, description                                 The Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price").        
Maturity date, description                                 The Notes mature on the second (2nd) anniversary of their issuance dates.        
Debt discount               $ 84,854                 $ 84,854        
Warrants issued to purchase shares               1,197,000                 1,197,000        
May 2016 Rosen Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Unpaid interest             $ 124,306                            
Warrants issued to purchase shares                               1,000,000          
Interest Rate                               12.50%          
Interest and principal both due date                               Nov. 26, 2017          
Secured term loan                               $ 1,000,000          
June 2018 Frommer Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Fair value of warrants       $ 4,645                                  
Maturity date, description                 The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019.   On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.                    
Promissory note                             $ 10,000            
Warrants issued to purchase shares       40,854             41,534       30,000            
Warrants, exercise price                     $ 0.30                    
Interest Rate                             6.00%            
Interest and principal both due date       Mar. 07, 2019                     Aug. 17, 2018            
First July 2018 Schiller Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description                 The Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019.                    
Promissory note           $ 35,000                              
Warrants issued to purchase shares           75,000         207,400                    
Warrants, exercise price                     $ 0.30                    
Interest Rate           6.00%                              
Interest and principal both due date           Aug. 17, 2018                              
Second July 2018 Rosen Loan Agreements [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description                 The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.                    
Promissory note         $ 50,000                                
Warrants issued to purchase shares       203,967 150,000           103,600                    
Warrants, exercise price                     $ 0.30                    
Interest Rate         6.00%                                
Interest and principal both due date       Mar. 07, 2019 Aug. 17, 2018                                
December 2018 Rosen Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Maturity date, description                 The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019.                    
Promissory note                           $ 75,000              
Warrants issued to purchase shares                     703,889     75,000              
Warrants, exercise price                     $ 0.30                    
Interest Rate                           6.00%              
Interest and principal both due date                           Jan. 26, 2018              
December 2018 Gravitas Capital Loan Agreement [Member]                                          
Related Party Loans (Textual)                                          
Promissory note                           $ 50,000              
Warrants issued to purchase shares                           50,000              
Interest Rate                           6.00%              
Interest and principal both due date                           Jan. 27, 2018              
Repaid principal               $ 50,000                          
Repaid of interest               $ 250                          
v3.19.1
Stockholders' Deficit (Details) - Warrant [Member] - $ / shares
 3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]    
Exercise price $ 0.30 $ 0.20
Expected dividends 0.00% 0.00%
Expected volatility 108.16%  
Minimum [Member]    
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]    
Expected volatility   93.69%
Risk free interest rate 2.23% 1.64%
Expected life of warrant 4 years 4 years
Maximum [Member]    
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]    
Expected volatility   100.56%
Risk free interest rate 2.50% 2.69%
Expected life of warrant 5 years 5 years
v3.19.1
Stockholders' Deficit (Details 1) - Warrants [Member]
 3 Months Ended
Mar. 31, 2019
$ / shares
shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Options/Warrant, Outstanding | shares 110,859,062
Warrants, Granted | shares 5,527,560
Warrant, Exercised | shares
Warrants, Forfeited/Cancelled | shares (40,000)
Options/Warrant, Outstanding | shares 116,346,622
Weighted Average Exercise Price, Outstanding | $ / shares $ 0.27
Weighted Average Exercise Price, Granted | $ / shares 0.30
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares 0.30
Weighted Average Exercise Price, Outstanding | $ / shares $ 0.27
v3.19.1
Stockholders' Deficit (Details 2) - Warrant [Member]
 3 Months Ended
Mar. 31, 2019
$ / shares
shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Warrants Outstanding, Exercise price $ 0.27
Warrants Outstanding, Number Outstanding | shares 116,346,622
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 3 years 7 months 17 days
Warrants Exercisable, Weighted Average Exercise Price $ 0.27
Warrants Exercisable , Number Exercisable | shares 116,346,622
Warrants Exercisable, Weighted Average Exercise Price $ 0.27
v3.19.1
Stockholders' Deficit (Details Textual) - USD ($)
 1 Months Ended 3 Months Ended
Aug. 31, 2018
Jan. 04, 2017
Jan. 03, 2017
Mar. 31, 2019
Dec. 31, 2018
Stockholders' Deficit (Textual)          
Number of shares authorized to issue       320,000,000 320,000,000
Common stock, par value       $ 0.001 $ 0.001
Common stock, shares authorized       300,000,000 300,000,000
Preferred stock, par value       $ 0.001 $ 0.001
Preferred stock, shares authorized       20,000,000 20,000,000
Preferred stock, shares issued      
Preferred stock, shares outstanding      
Restricted common stock issued, shares   2,000,000 500,000    
Restricted common stock issued to settle liabilities, value   $ 240,000 $ 70,050    
Convertible Notes Payable [Member] | Warrant [Member]          
Stockholders' Deficit (Textual)          
Warrants issued       782,100  
Fair value of warrants       $ 69,317  
Note Payable Related Party [Member] | Warrant [Member]          
Stockholders' Deficit (Textual)          
Warrants issued       1,882,140  
Fair value of warrants       $ 104,900  
Notes Payable Related Party One [Member] | Warrant [Member]          
Stockholders' Deficit (Textual)          
Warrants issued       264,000  
Fair value of warrants       $ 12,027  
August 2018 Equity Raise [Member]          
Stockholders' Deficit (Textual)          
Purchase agreement, description The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 2,599,320 shares of common stock at an exercise price of $0.30 per share (the "Purchaser Warrants", collectively, the "Securities").        
Warrants term 5 years        
August 2018 Equity Raise [Member] | Warrant [Member]          
Stockholders' Deficit (Textual)          
Warrants issued       2,599,320  
Fair value of warrants       $ 334,985  
v3.19.1
Leases (Details)
Mar. 31, 2019
USD ($)
Summary of future minimum lease payments  
2020 $ 76,973
2021 80,944
2022 85,034
2023 91,336
2024 15,410
Total $ 349,697
v3.19.1
Leases (Details Textual)
 3 Months Ended
May 05, 2018
USD ($)
ft²
Mar. 31, 2019
USD ($)
Mar. 31, 2018
USD ($)
Leases (Textual)      
Lease term 5 years    
Area of office space | ft² 2,300    
Rent expense   $ 20,690 $ 10,957
Lease term, Description The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue suite 640, Fort lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150.    
Total amount due $ 411,150    
General and administrative expenses   $ 20,690  
v3.19.1
Subsequent Events (Details) - USD ($)
 1 Months Ended 12 Months Ended
May 07, 2019
Apr. 11, 2019
Feb. 26, 2019
Mar. 29, 2019
Dec. 31, 2018
Aggregate gross proceeds of amount     $ 1,092,500 $ 1,092,500 $ 1,863,025
Warrants purchase of common stock     1,442,100 1,442,100  
Warrants, exercise price     $ 0.30 $ 0.30  
Private placement offering amount     $ 3,000,000 $ 3,000,000  
Subsequent Event [Member]          
Warrant, description The Purchaser Warrants are exercisable into a total of 2,673,693 shares of the Company’s common stock. The Purchaser Warrants issued in this transaction are immediately exercisable at an exercise price of $0.30 per share, subject to applicable adjustments. The Purchaser Warrants expire four (4) years from the original issue date. The aggregate amount of these warrants tendered, each with an exercise price of $0.20, represents approximately 91% of the warrants eligible to be exchanged in the tender offer, and 49% of the Company’s total outstanding warrants. The Company exchanged warrants to purchase approximately 56,571,598 shares of common stock as part of the tender offer. Participating investors received approximately 18,784,878 shares of common stock for returning the warrants.      
Aggregate gross proceeds of amount $ 933,025        
Warrants purchase of common stock 1,231,593        
Warrant term 4 years        
Warrants, exercise price $ 0.30        
Interest rate 10.00%        
Additional principal aggregate amount $ 162,500        
Private placement offering amount $ 3,000,000        
Maturity Date, description The Notes have maturity dates between February 21, 2020 and May 7, 2020, respectively (the “Maturity Dates”). The Notes are convertible any time after their issuance. The Offering’s Purchasers have the right to convert the Notes into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).        
Subsequent Event [Member] | Second tranche [Member]          
Aggregate gross proceeds of amount $ 162,500