JERRICK MEDIA HOLDINGS, INC., 10-Q filed on 11/19/2018

Quarterly Report

Cover Financial Statements Notes to Financial Statements Accounting Policies Notes Tables Notes Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2018	Nov. 19, 2018
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	Sep. 30, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		119,965,073

Condensed Consolidated Balance Sheet - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 186,278	$ 111,051
Prepaid expenses	39,644
Accounts receivable	6,957	1,325
Total Current Assets	232,879	112,376
Property and equipment, net	48,031	48,056
Security deposit	16,836	17,000
Total Assets	297,746	177,432
Current Liabilities
Accounts payable and accrued liabilities	1,121,056	1,462,106
Demand loan		10,366
Convertible Notes, net of debt discount and issuance costs	40,401	96,500
Current portion of capital lease payable	4,732	4,732
Note payable - related party, net of debt discount	1,112,295	1,249,000
Note payable, net of debt discount and issuance costs	105,128	689,500
Line of credit - related party		130,000
Line of credit		44,996
Deferred rent	11,829
Investor Deposit	208,428
Total Current Liabilities	2,603,869	3,687,200
Non-current Liabilities:
Convertible Notes - related party, net of debt discount	314	1,345,246
Convertible Notes, net of debt discount and issuance costs	186,103	2,512,293
Total Non-current Liabilities	186,417	3,857,539
Total Liabilities	2,790,286	7,544,739
Commitments and contingencies
Stockholders' Deficit
Common stock par value $0.001: 300,000,000 shares authorized; 40,524,432 and 33,894,582 issued and outstanding as of June 30, 2018 and December 31,2017 respectively	119,321	39,521
Additional paid in capital	31,990,831	14,387,247
Accumulated deficit	(34,583,684)	(21,775,107)
Less: Treasury stock, 220,000 and 220,000 shares, respectively	(19,007)	(19,007)
Total Stockholders' Deficit	(2,492,539)	(7,367,307)
Total Liabilities and Stockholders' Deficit	297,747	177,432
Series A Preferred stock
Stockholders' Deficit
Preferred stock value		31
Series B Preferred stock
Stockholders' Deficit
Preferred stock value		8
Series D Preferred stock
Stockholders' Deficit
Preferred stock value

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	40,524,432	33,894,582
Common stock, shares outstanding	40,524,432	33,894,582
Treasury stock, shares	220,000	220,000
Series A Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	31,581	33,314
Preferred stock, shares outstanding	31,581	33,314
Series B Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	8,063	8,063
Preferred stock, shares outstanding	8,063	8,063
Series D Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Net revenue	$ 25,119	$ 11,244	$ 65,391	$ 105,345
Operating expenses
Compensation	446,094	280,674	1,548,923	1,536,082
Consulting fees	73,603	725,486	520,206	903,056
General and administrative	388,010	412,226	1,768,130	1,048,979
Total operating expenses	907,707	1,418,386	3,837,259	3,488,117
Loss from operations	(882,588)	(1,407,142)	(3,771,868)	(3,382,772)
Other income (expenses)
Interest expense	(279,163)	(228,120)	(888,359)	(372,825)
Accretion of debt discount and issuance cost	(1,449,656)	(800,614)	(2,039,589)	(1,525,514)
Change In derivative liability		(64,346)		(64,346)
Settlement of vendor liabilities	1,011		2,886	(110,674)
Loss on extinguishment of debt	(2,938,719)	(923,822)	(3,370,505)	(923,822)
(Loss) gain on settlement of debt	1,823	2,079	15,275	2,079
Other income (expenses)	(4,664,704)	(2,014,823)	(6,280,292)	(2,995,102)
Loss before income tax provision	(5,547,292)	(3,421,965)	(10,052,160)	(6,377,874)
Income tax provision
Net loss	(5,547,292)	(3,421,965)	(10,052,160)	(6,377,874)
Deemed dividend	45,367	74,014	174,232	203,365
Inducement to convert convertible preferred stock	2,016,634		2,016,634
Net loss attributable to common shareholders	$ (7,609,293)	$ (3,495,979)	$ (12,243,026)	$ (6,581,239)
Per-share data
Basic and diluted loss per share	$ (0.11)	$ (0.09)	$ (0.25)	$ (0.17)
Weighted average number of common shares outstanding	66,608,083	39,469,670	49,046,551	38,343,241

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,052,160)	$ (6,377,874)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	33,109	28,211
Accretion of debt discount and issuance cost	2,039,589	1,560,239
Share-based compensation	329,857	751,215
Loss on settlement of vendor liabilities	(2,886)	110,674
Gain on settlement of debt	(15,275)	(2,079)
Change in fair value of derivative liability		64,347
Loss on extinguishment of debt	3,370,505	889,097
Changes in operating assets and liabilities:
Prepaid expenses	3,366	10,000
Accounts receivable	(5,632)
Security deposit	164
Accounts payable and accrued expenses	848,171	489,326
Deferred rent	3,429
Net Cash Used In Operating Activities	(3,447,763)	(2,476,844)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment	(24,084)
Net Cash Used In Investing Activities	(24,084)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of notes	791,833	1,141,585
Repayment of notes	(214,939)	(100,000)
Proceeds from issuance of demand loan	50,000
Proceeds from issuance of convertible note	1,525,154	1,066,500
Repayment of convertible notes	(86,798)	(477,777)
Proceeds from issuance of convertible notes - related party	299,852	555,000
Proceeds from issuance of note payable - related party	315,000	479,000
Repayment of note payable - related party	(163,305)	(120,000)
Investor Deposit	208,428
Proceeds from issuance of common stock	1,155,832
Proceeds from issuance of line of credit - related party		130,000
Repayment of line of credit	(44,996)	(125,324)
Cash paid to preferred holder	(87,111)
Cash paid for debt issuance costs	(166,761)	(151,956)
Cash paid for stock issuance costs	(35,115)
Net Cash Provided By Financing Activities	3,547,074	2,397,028
Net Change in Cash	75,227	(79,816)
Cash - Beginning of Year	111,051	174,494
Cash - End of Year	186,278	94,678
Cash Paid During the Year for:
Income taxes
Interest	64,892	3,534
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of vendor liabilities	3,750	353,732
Beneficial conversion feature on convertible notes	38,413
Deemed dividends	174,232	203,365
Warrants issued with debt	1,122,292	1,542,523
Issuance of common stock for prepaid services	116,300
Conversion of note payable and interest into convertible notes	341,442
Warrants issued with amendment to notes payable	135,596
Inducement to convert convertible preferred stock	$ 2,016,634

Organization and Operations	9 Months Ended
Organization and Operations	Sep. 30, 2018
Organization and Operations [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.

Significant and Critical Accounting Policies and Practices

9 Months Ended

Sep. 30, 2018

Significant and Critical Accounting Policies and Practices [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 - Unaudited 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 10 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, 2017.

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 September 30, 2018, 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
Leasehold improvement		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 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 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 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.

Revenue Recognition

The Company adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods.

Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. During the nine months ended September 30, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

1)

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2018 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

4)

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)

Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Product revenue

Revenue from multiple-element arrangements is allocated among separate elements based on their estimated sales prices, provided the elements have value on a stand-alone basis.

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

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 nine months ended September 30, 2018 and 2017 presented in these 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 September 30, 2018 and 2017:

		September 30, 2018				September 30, 2017
Series A Preferred stock			-				21,654,614
Series B Preferred stock			-				4,431,987
Options			17,649,990				17,749,990
Warrants			103,341,735				34,457,024
Convertible notes - related party			2,000				-
Convertible notes			1,620,505				13,681,425
Totals			122,614,230				91,975,040

Reclassifications

Interest expense has been allocated to accretion of debt discount and issuance cost to conform to current period presentation.

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 did not have a material effect on its financial position or results of operations or cash flows.

Revenue Recognition

The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods.

Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. During the six months ended June 30, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

1)

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company's contracts as of June 30, 2018 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

4)

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)

Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Product revenue

Revenue from multiple-element arrangements is allocated among separate elements based on their estimated sales prices, provided the elements have value on a stand-alone basis.

Adoption of ASU 2017-11

As noted above, in connection with the securities purchase agreement and debt transactions during the year ended December 31, 2017, the Company issued warrants and convertible notes, to purchase common stock with an exercise price of $0.20 and a five-year term. Upon issuance of the warrants and convertible notes, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants and convertible notes that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants and convertible notes as a derivative liability. The Company changed its method of accounting for the convertible notes and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance.

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the nine months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Nine Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(2,025,486	)		$	499,972			$	(1,525,514	)

Derivative expense			(254,470	)			254,470				-

Change in fair value of derivative liabilities			1,257,716				(1,322,062	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(5,762,470	)		$	(615,404	)		$	(6,377,874	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.15	)		$	(0.02	)		$	(0.17	)

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the three months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Three Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(1,074,002	)		$	273,388			$	(800,614	)

Change in fair value of derivative liabilities			673,705				(738,051	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(2,909,519	)		$	(512,446	)		$	(3,421,965	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.07	)		$	(0.02	)		$	(0.09	)

Recent Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.

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 consolidated financial statements.

Going Concern	9 Months Ended
Going Concern	Sep. 30, 2018
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 September 30, 2018, 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. 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.

Property and Equipment

9 Months Ended

Sep. 30, 2018

Property and Equipment [Abstract]

Property and Equipment

Note 4 – Property and Equipment

Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

		September 30, 2018				December 31, 2017
Computer Equipment		$	220,054			$	234,315
Furniture and Fixtures			61,803				61,803
Leasehold Improvements			25,446				-
			307,303				296,118
Less: Accumulated Depreciation			(259,272	)			(248,062	)
		$	48,031			$	48,056

Depreciation expense was $11,670 and $9,507 for the three months ended September 30, 2018 and 2017, respectively. Depreciation expense was $33,109 and $28,211 for the nine months ended September 30, 2018 and 2017, respectively.

Line of Credit

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Note 5 – Line of Credit

Line of credit as of September 30, 2018 and December 31, 2017 is as follows:

		Outstanding Balances as of
		September 30, 2018				December 31, 2017
Revolving Note			-				44,996
		$	-			$	44,996

On March 19, 2009, Astoria Surgical Supplies North LLC signed a revolving note (the “Revolving Note”) at PNC Bank (the “Bank”). The outstanding balance of this Revolving Note is limited to $200,000 and expired March 19, 2010. The outstanding balance accrues interest at a variable rate. The interest rate is subject to change based on changes in an independent index which is the highest Prime Rate as published in the “Money Rates” section of the Wall Street Journal. The Company had been in payment default since March 19, 2010; however, on May 3, 2017, the Company agreed to pay back the line of credit by December 1, 2017. On March 23, 2018 the Company sent the final payment for the Revolving Note and the Revolving Note was fully satisfied.

The balance outstanding on the Revolving Note at September 30, 2018 and December 31, 2017 was $0 and $44,996, respectively.

Notes Payable

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Note 6 – Notes Payable

Notes payable as of September 30, 2018 and December 31, 2017 is as follows:

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
The February 2017 Offering		$	5,369			$	400,000				12	%		September 1, 2017			2,450,000			$	0.20
The June 2017 Loan Agreement			-				50,000				12	%		September 1, 2017			35,000				0.20
The First November 2017 Loan Agreement			-				100,000				15	%		January 12, 2018			-				-
The Second November 2017 Loan Agreement			-				50,000				15	%		January 13, 2018			-				-
The Third November 2017 Loan Agreement			-				100,000				15	%		January 13, 2018			-				-
July 2018 Loan Agreement			100,000								6	%		August 2018			300,000				-
			105,369				700,000
Less: Debt Discount			-				(10,500	)
Less: Debt Issuance Costs			(241	)			-
		$	105,128			$	689,500

Private Placement Offerings:

The February 2017 Offering

From February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the “February 2017 Offering”) of the Company’s securities by entering into subscription agreements (the “Subscription Agreements”) with accredited investors (the “Accredited Investors”) for aggregate gross proceeds of $916,585 for which the Accredited Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the “February 2017 Offering Notes”) and warrants to purchase the Company’s common stock (the “February 2017 Offering Warrants”).

The February 2017 Offering Notes are convertible into shares of the Company’s common stock at the time of Company’s next round of financing (the “Subsequent Offering”) at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the “Conversion Price”). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. The February 2017 Offering Warrants entitle the holder to purchase shares of the Company’s common stock at $0.20 per share (the “Exercise Price”).

The Conversion Price and the Exercise Price are subject to adjustments for issuances of (i) the Company’s common stock, (ii) any equity linked instruments or (iii) securities convertible into the Company’s common stock, at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants.

Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the “February 2017 Offering Maturity Date”). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible Note Offering”). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner.

During the nine months ended September 30, 2018 the Company has repaid $131,606 of principal and $45,931 of unpaid interest. In addition, during the nine months ended September 30, 2018, the Company converted $263,025 of principal and $21,502 of unpaid interest into 1,422,639 shares of common stock. Upon conversion of the notes, the Company also issued 711,320 warrants with a grant date fair value of $102,954 which is recorded in Other income (expense) on the accompanying condensed consolidated statement of operations.

The June 2017 Loan Agreement

On June 12, 2017, the Company entered into a loan agreement (the “June 2017 Loan Agreement”) with an individual (the “June 2017 Lender”) whereby the June 2017 Lender issued the Company a promissory note of $50,000 (the “June 2017 Note”). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 35,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the June 2017 Note was September 1, 2017 (the “June 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due.

During the nine months ended September 30, 2018 the Company has repaid $50,000 principal and the debtor has forgiven the interest of $4,424 this was recorded as a gain on forgiveness of debt on the accompanying condensed consolidated statement of operations.

The First November 2017 Loan Agreement

On November 28, 2017, the Company entered into a loan agreement (the “First November 2017 Loan Agreement”) with an individual (the “First November 2017 Lender”), the First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017 Note”). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First November 2017 Note are due. On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.

The Second November 2017 Loan Agreement

On November 29, 2017, the Company entered into a loan agreement (the “Second November 2017 Loan Agreement”) with an individual (the “Second November 2017 Lender”), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017 Note”). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company’s common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second November 2017 Note are due. On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.

The Third November 2017 Loan Agreement

On November 29, 2017, the Company entered into a loan agreement (the “Third November 2017 Loan Agreement”) with an individual (the “Third November 2017 Lender”), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017 Note”). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.

On March 14, 2018, the Company entered into a loan agreement (the “March 2018 Loan Agreement”) with an individual (the “March 2018 Lender”), the March 2018 Lender issued the Company a promissory note of $50,000 (the “March 2018 Note”). Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of 12% per annum. As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the March 2018 Note was March 29, 2018 (the “March 2018 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the March 2018 Note were due. On March 29, 2018, the March 2018 Note and accrued but unpaid interest was converted into the Company’s March 2018 Convertible Note Offering.

The May 2018 Offering

During the months of May and June 2018, the Company conducted multiple closings with accredited investors (the “May 2018 Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $658,500.

The May 2018 Offering consisted of a maximum of $1,200,000 of units of the Company’s securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (i) a 13% promissory note (each, a ” May 2018 Offering Note” and, together, the “May 2018 Offering Notes”), and (ii) a four-year warrant (“May 2018 Offering Warrant”) to purchase the number of shares of the Company’s common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the “May 2018 Warrant Shares”) at an exercise price of $0.20 per share (the “May Offering Warrant Exercise Price”), subject to adjustment upon the terms thereof. The May 2018 Offering Notes mature on the nine-month anniversary of their issuance dates.

The Company recorded a $215,032 debt discount relating to 1,825,500 May 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 the note to accretion of debt discount and issuance cost.

The May Offering Warrant Exercise Price of the May 2018 Offering 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 May 2018 Offering Warrant Exercise Price. Such adjustment shall result in the May 2018 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

During the nine months ended September 30, 2018, the Company converted $608,500 of principal and $723,780 of unpaid interest into the August 2018 equity raise (as defined below).

July 2018 Loan Agreements

In July 2018, the Company received gross proceeds of $100,000 from the issuance of notes payable. As additional consideration for entering into the debentures, the Company issued the investor a 4-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share. The Company recorded a $34,569 debt discount relating to these warrants issued to these 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 this note to accretion of debt discount and issuance cost.

Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon agreements that extended the maturity dates of these loans to March 7, 2019. As part of the extension agreements, the Company issued 204,051 warrants to purchase common stock of the Company at an exercise price of $0.30.

August 2018 Loan Agreements

On August 30, 2018, the Company received gross proceeds of $33,333 from the issuance of a note payable. As additional consideration for entering into the debenture, the Company issued the investor a 4-year warrant to purchase 33,333 shares of the Company’s common stock at a purchase price of $0.20 per share. The Company recorded a $4,178 debt discount relating to these warrants issued to this investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount was fully accreted during the nine months ended September 30, 2018. On September 7, 2018 the Company has repaid $33,333 in principal.

Convertible Note Payable

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Convertible Note Payable

Note 7 – Convertible Note Payable

Convertible notes payable as of September 30, 2018 and December 31, 2017 is as follows:

		Outstanding Principal as of																		Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Conversion Price				Maturity Date		Quantity				Exercise Price
The November 2016 Convertible Note Offering		$	-			$	25,000				10	%			0.30			November 1, 2017			400,000			$	0.30
The June 2017 Convertible Note Offering			-				71,500				12	%			Not Applicable			September 1, 2017			114,700				0.20
The August 2017 Convertible Note Offering			114,100				2,943,884				15	%			0.20	(*)		August – November 2019			14,716,419				0.20
The First December 2017 Note			-				100,000				15	%			0.20	(*)		December 21, 2019			500,000				0.20
The February 2018 Convertible Note Offering			75,000				-				15	%			0.20	(*)		January – February 2020			5,078,375				0.20
The January 2018 Note			-				-								0.20	(*)		January 12, 2020			343,806				0.20
The February 2018 Note			25,452				-				18	%			0.20	(*)		February 8, 2020			81,500				0.20
The March 2018 Convertible Note Offering			75,000				-				14	%			0.20	(*)		March – April 2020			4,806,833				0.20
			289,552				3,140,384
Less: Debt Discount			(46,367	)			(452,022	)
Less: Debt Issuance Costs			(16,681	)			(79,569	)
			226,504				2,608,793
Less: Current Debt			(40,401	)			(96,500	)
Total Long-Term Debt		$	186,103			$	2,512,293

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

The November 2016 Convertible Note Offering

During the months of November and December 2016, the Company issued convertible notes to third party lenders totaling $400,000 (the “November 2016 Convertible Note Offering”). These notes accrue interest at a rate of 10% per annum and mature with interest and principal both due between November 1, 2017 through December 29, 2017. The notes and accrued interest are convertible at a conversion price as defined therein. In addition, in connection with these notes the Company issued five-year warrants to purchase an aggregate of 400,000 shares of Company common stock at a purchase price of $0.30 per share. These investors converted $375,000 of principal and $30,719 of interest into the August 2017 Convertible Note Offering.

During the nine months September 2018, the Company converted $25,000 of principal and $4,417 of unpaid interest into the August 2018 Equity Raise (as defined below).

The June 2017 Convertible Note Offering

During the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500. These notes accrue interest at 12% per annum and mature with interest and principal both due on September 1, 2017. These notes and accrued interest may be converted into a subsequent offering at a 15% discount to the offering price are convertible at a conversion price as defined therein. In addition, the Company issued warrants to purchase 67,550 shares of Company common stock. These warrants entitle the holders to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. As of December 31, 2017, the Company was currently in default on $71,500 in principal due on these notes. On February 8, 2018, the Company repurchased these notes and is no longer in default.

The August 2017 Convertible Note Offering

From August through November of 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “August 2017 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 $1,585,000. In addition, $1,217,177 of the Company’s short-term debt along with accrued but unpaid interest of $40,146 was converted into the August 2017 Convertible Note Offering. These conversions resulted in the issuance of 6,791,419 warrants with a fair value of $583,681 and an original issue discount of $101,561. These were recorded as a loss on extinguishment of debt.

The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company’s securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “August 2017 Offering Note”, and together the “August 2017 Offering Notes”), convertible into shares of the Company’s common stock (“August 2017 Offering Conversion Shares”) at a conversion price of $0.20 per share (the “August 2017 Note Conversion Price”), and (b) a five-year warrant (each a “August 2017 Offering Warrant and together the “August 2017 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into (“August 2017 Offering Warrant Shares”) at an exercise price of $0.20 per share (“August 2017 Offering Warrant Exercise Price”). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates.

The August 2017 Note Conversion Price and the August 2017 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 August 2017 Note Conversion Price or August 2017 Offering Warrant Exercise Price. Such adjustment shall result in the August 2017 Note Conversion Price and August 2017 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The Company recorded a $472,675 debt discount relating to 7,925,000 August 2017 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 the note to accretion of debt discount and issuance cost.

In connection with the August 2017 Convertible Note Offering, the Company paid a placement agent a cash fee of $90,508 to for services rendered in connection therewith on a “best-efforts” basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost.

During the nine months ended September 30, 2018, the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below).

The First December 2017 Note

On December 27, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the “First December 2017 Note”). The First December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $35,525 debt discount relating to the warrants issued to the investor 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 The First December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The First December 2017 Note is secured by a second priority lien on the assets of the Company.

During the nine months ended September 30, 2018, the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2018 Convertible Note Offering

During the nine months ended September 30, 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 “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 converted into the February 2018 Offering. These conversions resulted in the issuance of 1,453,375 warrants 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 “Unit” and collectively, the “Units”), with each 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 nine months ended September 30, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined below).

The January 2018 Note

On January 12, 2018, the Company issued a convertible note to a third-party lender totaling $68,761 to settle an outstanding vendor liability (the “January 2018 Note”). The January 2018 Note accrues interest at 15% per annum and matures with interest and principal both due on January 12, 2020. The conversions resulted in the issuance of 343,806 warrants with a fair value of $42,850. These were recorded as a loss on extinguishment of debt. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The January 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The January 2018 Note is secured by a second priority lien on the assets of the Company.

During the nine months ended September 30, 2018, the Company converted $68,761 of principal and $7,212 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2018 Note

On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the “February 2018 Note”). The February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on February 8, 2020. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note. The February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The February 2018 Note is secured by a second priority lien on the assets of the Company. During the nine months ended September 30, 2018, the Company has repaid $15,298 in principal.

The March 2018 Convertible Note Offering

During the nine months ended September 30, 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 $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 converted into 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 “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “Note” and together the “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 $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 nine months ended September 30, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest into the August 2018 Equity Raise (as defined below).

Related Party Loans

9 Months Ended

Sep. 30, 2018

Related Party Loans [Abstract]

Related Party Loans

Note 8 – Related Party Loans

Convertible notes

Convertible notes payable – related party as of September 30, 2018 and December 31, 2017 is as follows:

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
The August 2017 Convertible Note Offering		$	-			$	1,416,026				15	%		August – October 2019			4,589,466			$	0.20
The Second December 2017 Note			-				100,000				15	%		December 21, 2019			500,000				0.20
The February 2018 Convertible Note Offering			-				-				15	%		January – February 2020			125,000				0.20
The Second February 2018 Note			-				-				20	%		September 30, 2018			81,500				0.20
The March 2018 Convertible Note Offering			400				-				14	%		March 2020			1,197,000				0.20
			400				1,516,026
Less: Debt Discount			(86	)			(170,780	)
Less: Debt Issuance Costs			-				-
			314				1,345,246
Less: Current Debt			-				-
Total Long-Term Debt		$	314			$	1,345,246

The August 2017 Convertible Note Offering

During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “The August 2017 Convertible Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $505,000. In addition, $645,000 of the Company’s short-term debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering. These conversions resulted in the issuance of 4,555,129 warrants with a fair value of $440,157 and the increase of principal of $60,000. These resulted in a loss on extinguishment of debt of $500,157.

The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “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 five-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 $160,700 debt discount relating to 2,525,000 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 nine months ended September 30, 2018, the Company converted $1,416,026 of principal and $202,362 of unpaid interest into the August 2018 Equity Raise (as defined below).

The Second December 2017 Note

On December 21, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the “Second December 2017 Note”). The Second December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $36,722 debt discount relating to the warrants issued to the investor 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 The Second December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second December 2017 Note is secured as a second priority lien on the assets of the Company.

During the nine months ended September 30, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2018 Convertible Note Offering

During the nine months ended September 30, 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 “Investors”) for aggregate gross proceeds of $25,000.

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “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 five-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 Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.

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 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 $1,063, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

The Company recorded a $11,054 debt discount relating to 125,000 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 the note to accretion of debt discount and issuance cost.

In connection with the Offering, the Company retained Network 1 Financial Securities, Inc. (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 $3,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, 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 nine months ended September 30, 2018, the Company converted $25,000 of principal and $2,219 of unpaid interest into the August 2018 Equity Raise (as defined below).

The Second February 2018 Note

On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the “Second February 2018 Note”). The Second February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on September 30, 2018. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note The Second February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second February 2018 Note is secured as a second priority lien on the assets of the Company.

During the nine months ended September 30, 2018, the Company has repaid $5,298 in principal. In addition, the Company converted $35,452 of principal and $4,116 of unpaid interest into the August 2018 Equity Raise (as defined below).

The March 2018 Convertible Note Offering

During the nine months ended September 30, 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 “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “Note” and together the “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 nine months ended September 30, 2018, 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 September 30, 2018 and December 31, 2017 is as follows:

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				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 September 2017 Rosen Loan Agreement			-				224,000				18	%		September 24, 2017			125,000				0.20
The November 2017 Schiller Loan Agreement			-				25,000				15	%		December 31, 2017			-				-
The May 2018 Schiller Loan Agreements			-				-				13	%		February 2, 2019			300,000				0.20
The June 2018 Frommer Loan Agreement			10,000				-				6	%		August 17, 2018			30,000				0.20
The July 2018 Rosen Loan Agreement			60,000				-				6	%		August 17, 2018			30,000				0.20
The July 2018 Schiller Loan Agreements			60,000				-				6	%		August 17, 2018			150,000				0.20
			1,130,000				1,249,000
Less: Debt Discount			(14,400	)			-
			1,115,600
Less: Current Debt			(1,115,600	)			-
		$	-			$	1,249,000

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 $150,128 (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. As of the date of this filing this note is in default.

The September 2017 Rosen Loan Agreement

On September 8, 2017, the Company entered into a loan agreement (the “September 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $224,000 (the “September 2017 Rosen Note”). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.20 per share. On November 13, 2017, in consideration for extending the September 2017 Rosen Note, Rosen was issued a warrant to purchase 100,000 shares of the Company’s common stock exercisable within five (5) years and with an exercise price of $0.20 per share.

On February 20, 2018, the Company entered into a forbearance agreement whereby the Company issued Rosen a five-year warrant to purchase 448,000 shares of the Company’s common stock at a purchase price of $0.20 per share. These warrants had a fair value of $65,378 which was recorded to Loss on extinguishment of debt. The new maturity date of the September 2017 Rosen Loan Agreement is September 8, 2018.

During the nine months ended September 30, 2018, the Company converted $224,000 of principal and $20,496 of unpaid interest into the August 2018 Equity Raise (as defined below).

The November 2017 Schiller Loan Agreement

On November 20, 2017, the Company entered into a loan agreement (the “November 2017 Schiller Loan Agreement”) with Mr. Len Schiller (“Schiller”), a member of the Company’s Board of Directors, whereby the Company issued Schiller a promissory note in the principal amount of $25,000 (the “November 2017 Schiller Note”). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. During the nine months ended September 30, 2018 the Company repaid $25,000 in principal and $637 in interest.

The January 2018 Rosen Loan Agreement

On January 16, 2018, the Company entered into a loan agreement (the “January 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $60,000 (the “January 2018 Rosen Note”). The January 2018 Rosen Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company’s common stock to Rosen equal to the amount of principal outstanding divided by 0.20. Pursuant to the January 2018 Rosen Loan Agreement, the January 2018 Rosen Note bears interest at a rate of 6% per annum and is payable on the maturity date of January 31, 2018 (the “January 2018 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. During the nine months ended September 30, 2018, the Company repaid $60,000 in principal and $200 in interest.

The January 2018 Gordon Loan Agreement

On January 16, 2018, the Company entered into a loan agreement (the “January 2018 Gordon Loan Agreement”) with Mr. Christopher Gordon (“Gordon”), whereby the Company issued Gordon a promissory note in the principal amount of $40,000 (the “January 2018 Gordon Note”). The January 2018 Gordon Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company’s common stock to Gordon equal to the amount of principal outstanding divided by 0.20. Pursuant to the January 2018 Gordon Loan Agreement, the January 2018 Gordon Note bears interest at a rate of 6% per annum and payable on the maturity date of January 31, 2018 (the “January 2018 Gordon Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the January 2018 Gordon Note are due. During the nine months ended September 30, 2018, the Company repaid $40,000 in principal and $105 in interest.

The First March 2018 Rosen Loan Agreement

On March 4, 2018, the Company entered into a loan agreement (the “First March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the “First March 2018 Rosen Note”). As additional consideration for entering in the First March 2018 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the First March 2018 Rosen Loan Agreement, the First March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 19, 2018 (the “First March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2018 Rosen Note was due. During the nine months ended September 30, 2018, the Company repaid $10,000 in principal and $260 in interest.

The Second March 2018 Rosen Loan Agreement

On March 9, 2018, the Company entered into a loan agreement (the “Second March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $15,000 (the “Second March 2018 Rosen Note”). As additional consideration for entering in the Second March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 15,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second March 2018 Rosen Loan Agreement, the Second March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 24, 2018 (the “Second March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2018 Rosen Note was due. During the nine months ended September 30, 2018, the Company repaid $15,000 in principal and $365 in interest.

The Third March 2018 Rosen Loan Agreement

On March 13, 2018, the Company entered into a loan agreement (the “Third March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the “Third March 2018 Rosen Note”). As additional consideration for entering in the Third March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Third March 2018 Rosen Loan Agreement, the Third March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 28, 2018 (the “Third March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third March 2018 Rosen Note was due. During the nine months ended September 30, 2018, the Company repaid $10,000 in principal and $230 in interest.

The May 2018 Schiller Loan Agreement

On May 2, 2018, the Company entered into a loan agreement (the “May 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal amount of $100,000 (the “May 2018 Schiller Note”). As additional consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the May 2018 Schiller Loan Agreement, the May 2018 Schiller Note bears interest at a rate of 13% per annum and is payable on the maturity date of February 02, 2019 (the “May 2018 Schiller Maturity Date”) at which time all outstanding principal, accrued and unpaid interest are due under the May 2018 Schiller Loan.

During the nine months ended September 30, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest into the August 2018 Equity Raise (as defined below).

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”) at which time all outstanding principal, accrued and unpaid interest are due under the June 2018 Frommer Loan. 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 40,854 warrants to purchase common stock of the Company at an exercise price of $0.30.

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 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 at which time all outstanding principal, accrued and unpaid interest were due under the First July 2018 Schiller Loan. 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 142,987 warrants to purchase common stock of the Company at an exercise price of $0.30.

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 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 at which time all outstanding principal, accrued and unpaid interest were due under the Second July 2018 Schiller Loan. 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 101,900 warrants to purchase common stock of the Company at an exercise price of $0.30.

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 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 at which time all outstanding principal, accrued and unpaid interest are due under the First July 2018 Rosen Note. 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 27,534 warrants to purchase common stock of the Company at an exercise price of $0.30.

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 of $50,000 (the “Second July 2018 Rosen Note”) resulting from the conversion of a demand note. 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 at which time all outstanding principal, accrued and unpaid interest are due under the Second July 2018 Rosen Note. 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 203,967 warrants to purchase common stock of the Company at an exercise price of $0.30.

Line of credit – related party

On May 9, 2017, the Company entered into a Revolving Line of Credit (the “Grawin LOC”) with Grawin, LLC, a limited liability company controlled by Rosen, a related party. The Grawin LOC was established for a period of twelve months, with a maturity date of May 2018, in which the Company can borrow principal up to $130,000. The Grawin LOC bears interest at a rate of 18%. On June 8, 2018 the Grawin LOC’s maturity date was extended to June 1, 2019.

During the nine months ended September 30, 2018, the Company converted $130,000 of principal and $30,626 of unpaid interest into the August 2018 Equity Raise (as defined below).

Demand loan

On June 6, 2018, the Company’s related party made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured. On July 12, 2018, this note was converted into The Second July 2018 Rosen Loan Agreements.

Capital Leases Payable

9 Months Ended

Sep. 30, 2018

Capital Leases Payable [Abstract]

Capital Leases Payable

Note 9 – Capital Leases Payable

Capital lease obligation consisted of the following:

				September 30, 2018				December 31, 2017

(i)		Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10		$	4,732			$	4,732

		Less current maturities			(4,732	)			(4,732	)

		Capital lease obligation, net of current maturities			-				-

		Total Capital Lease Obligation		$	4,732			$	4,732

The capital leases mature as follows:

2018:				$	4,732			$	4,732

Stockholders' Deficit

9 Months Ended

Sep. 30, 2018

Stockholders' Deficit [Abstract]

Stockholders' Deficit

Note 10 – 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

Series A Cumulative Convertible Preferred Stock

On February 13, 2015, 100,000 shares of preferred stock were designated as Series A Cumulative Convertible Preferred Stock (“Series A”). Each share of Series A shall have a stated value equal to $100 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”).

The holders of the Series A shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series A Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock, as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series A and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series A is issued. Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred.

The dividends on the Series A shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A or any shares of any other class of stock ranking on a parity with the Series A and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock.

Holder of Series A shall have the right at any time after the issuance, to convert such shares, accrued but unpaid declared dividends on the Series A and any other sum owed by the Corporation arising from the Series A into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”).

The number of Conversion Shares issuable upon conversion shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series A shall be $0.25, subject to adjustment.

During the year ended December 31, 2016 the conversion price was adjusted to $0.164

The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days’ prior written notice to the Corporation.

The holders of our Series A do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series A shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series A on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series A is required to for the following actions:

(a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series A

(b) purchasing any of the Corporation’s securities other than required redemptions of Series A and repurchase under restricted stock and option agreements authorizing the Corporation’s employees;

(c) effecting a Liquidation Event;

(d) declaring or paying any dividends other than in respect of the Series A; and

(e) issuing any additional securities having rights senior to or on parity with the Series A.

As of September 30, 2018, the Company has undeclared Series A dividends of $0.

See below for discussion of conversion of Series A in relation to the private placement closing in August 2018.

Series B Cumulative Convertible Preferred Stock

On December 21, 2015, 20,000 shares of preferred stock were designated as Series B Cumulative Convertible Preferred Stock (“Series B”). Each share of Series B shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series B Stated Value”).

The holders of outstanding shares of Series B shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series B Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined. Such dividends shall compound annually and be fully cumulative and shall accumulate from the date of original issuance of the Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series B is issued. Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred.

The dividends on the Series B shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series B then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series B for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series B or any shares of any other class of stock ranking on a parity with the Series B and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock.

Holders of shares of Series B shall have the right at any time commencing after the issuance to convert such shares, accrued but unpaid declared dividends on the Series B into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series B Stated Value of the Series B.

The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series B Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series B shall be $0.30, subject to adjustment.

During the year ended December 31, 2016 the conversion price was adjusted to $0.197.

The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days’ prior written notice to the Corporation.

The holders of our Series B do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series B shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series B on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series B is required to for the following actions:

(a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series B

(b) purchasing any of the Corporation’s securities other than required redemptions of Series B and repurchase under restricted stock and option agreements authorizing the Corporation’s employees;

(c) effecting a Liquidation Event;

(d) declaring or paying any dividends other than in respect of the Company’s Series A or Series B; and

(e) issuing any additional securities having rights senior to the Series B.

As of September 30, 2018, the Company has undeclared Series B dividends of $0.

See below for discussion of conversion of Series B in relation to the private placement closing in August 2018.

Series D Convertible Preferred Stock

On January 29, 2016, 2,100,000 shares of preferred stock were designated as Series D Convertible Preferred Stock (“Series D”). Each share of Series A shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series D Stated Value”).

Holders of shares of Series D shall have the right at any time commencing after the issuance to convert such shares into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”).

The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series D Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series D is $0.25, subject to adjustment.

The Company and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days’ prior written notice to the Corporation.

The holders of Series D Preferred shall not be entitled to a vote on matters submitted to a vote of the stockholders of the Company. Also, as long as any shares of Series D Preferred are outstanding, the Company shall not, without the affirmative vote of all of the Holders of the then outstanding shares of the Series D Preferred,

(a) alter or change adversely the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of Designation,

(b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holders,

(c) increase the number of authorized shares of Series D Preferred, or

(d) enter into any agreement with respect to any of the foregoing.

Common Stock

On January 31, 2018, the Company issued 18,750 shares of its restricted common stock to settle outstanding vendor liabilities of $3,750. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $375.

During the nine months ended September 30, 2018, the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the nine months ended September 30, 2018 the Company recorded $72,835 to share based payments.

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”). In connection with the Initial Closing, the Company entered into definitive securities purchase agreements (the “Purchase Agreements”) with 37 accredited investors (the “Purchasers”) for aggregate gross proceeds of $1,155,832. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 4,623,328 shares of common stock at $0.25 per share and received warrants to purchase 4,623,328 shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”). Further, pursuant to the Purchase Agreements, the Company expects to have two additional closings within the next 180 days and has already received commitments for an additional $2,022,996 in capital, bringing the total dollar amount committed to the Offering in excess of $3,000,000. Additionally, the Purchasers may participate in a subsequent offering of the Company’s securities in an aggregate amount of up to 50% of the subsequent offering on the twenty-four (24) month anniversary of the close of the Third Closing (as defined in the Securities Purchase Agreement) of the Private Offering. Investors have deposited $208,428 for future closings of the August 2018 Equity Raise. This amount has been recorded as a liability on the balance sheet.

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

In connection with the August 2018 Equity Raise, the Company will issue 2,200,000 shares of Common Stock, will pay fees of $135,825 and will grant warrants to purchase 81,584 shares of common stock at an exercise price of $0.30 per share for services rendered as the Company’s placement agent in the Private Offering. The company has recorded $375,082 to stock issuances costs, and is part of Additional Paid-in Capital.

Letter Agreements for the Conversion of Debt and Preferred Stock

In connection with the August 2018 Equity Raise, the Company entered into those certain letter agreements (the “Debt Conversion Agreements”) with certain holders of its debt securities (the “Debt Holders”), for the conversion of an aggregate amount of $7,992,570 of principal and $1,028,772 of accrued but unpaid interest of the Company’s debt obligations into 45,106,731 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,553,390 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the “Incentive Debt Warrants”). The Company recorded a Loss on extinguishment of debt of $2,914,917 in connection with of the debt conversions. See Notes 6, 7 and 8.

Concurrently with its entrance in the Debt Conversion Agreements, the Company entered into those letter agreements (the “Preferred Stock Conversion Agreements”) with certain holders (the “Preferred Holders”) of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the “collectively, the Preferred Stock”) whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 26,866,582.00 shares of Common Stock at conversion prices equal to $0.19683 per share for Series A and $0.164 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 13,433,305 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the “Incentive Preferred Warrants”, and together with the Incentive Debt Warrants, the “Incentive Warrants”). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations.

Stock Options

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

At September 30, 2018 and 2017, the aggregate intrinsic value of options outstanding and exercisable was $1,000 and $1,000, respectively.

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $ 261,837.99 and $560,794, for the nine months ended September 30, 2018 and 2017, respectively.

The Company did not issue any new options during the nine months ended September 30, 2018.

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 nine months ended September 30, 2018 are as follows:

		September 30, 2018
Exercise price		$	0.20-.030
Expected dividends			0	%
Expected volatility			102% - 107	%
Risk free interest rate			2%-3	%
Expected life of warrant			4 - 5 years

Warrant Activities

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

		Warrants				Weighted Average Exercise Price

Outstanding – December 31, 2017			46,193,779			$	0.24
Granted			57,197,956				0.27
Exercised			(50,000	)			0.40
Forfeited/Cancelled			-				-
Outstanding and Exercisable – September 30, 2018			103,341,735			$	0.26

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
$	0.26				103,341,735				4.01				0.26				103,341,735				0.26

During the nine months ended September 30, 2018, a total of 2,758,833 warrants were issued with promissory notes (See Note 6 above). The warrants have a grant date fair value of $478,064 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2018, a total of 10,481,016 warrants were issued with convertible notes (See Note 7 above). The warrants have a grant date fair value of $1,284,683 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2018, a total of 1,863,000 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $358,030 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2018, a total of 1,403,500 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $162,834 using a Black-Scholes option-pricing model and the above assumptions.

During the nine months ended September 30, 2018, a total of 40,691,607 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $5,741,297 using a Black-Scholes option-pricing model and the above assumptions.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2018
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 11 – Commitments and Contingencies 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. Rent expense for the three and nine months ended September 30, 2018 was $20,557 and $146,056 respectively, and was $66,569 and $144,425, respectively, for the three and nine months ended September 30, 2017.

Revision of Prior Year Financial Statements

9 Months Ended

Sep. 30, 2018

Revision of Prior Year Financial Statements [Abstract]

Revision of Prior Year Financial Statements

Note 12 – Revision of Prior Year Financial Statements:

The Company’s correction of accrued dividends was a result of the following:

●

Management was accruing dividends as a liability, despite the fact the Board of Directors had not formally declared the dividends payable. This results in accrued dividends being removed from the liabilities section of the balance sheet,

●

Management was not compounding the dividends annually,

●

Management was not presenting the accrued dividends on the consolidated statement of operations, ultimately being included in the loss per share.

In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements the Company has determined that the impact of adjustments relating to the correction of this accounting error are not material to previously issued consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

As a result of the aforementioned correction of accounting errors, the relevant financial statements have been revised as follows:

Effects on respective financial statements are as noted below:

		December 31, 2017
		As Previously Reported				Adjustment				As Revised
Balance Sheet
Current Liabilities
Accrued dividends		$	472,444			$	(472,444	)		$	-
Total Current Liabilities		$	4,159,644			$	(472,444	)		$	3,687,200
Total Liabilities		$	8,017,183			$	(472,444	)		$	7,544,739

Stockholders’ Equity
Total Stockholders’ Equity		$	7,839,751			$	(472,444	)		$	7,367,307

		For the nine months ended September 30, 2017
		As Previously Reported after Adoption of ASU 2017-11				Adjustments				As Revised
Statement of Operations
Deemed dividend		$	-			$				$	203,365
Net loss attributable to common stockholders		$	(6,377,874	)		$	(203,365	)		$	(6,581,239	)
Basic and diluted loss per share		$	(0.17	)		$					(0.17	)

Statements of Cash Flows
Supplementary Disclosure of Non-Cash Investing And Financing Activities
Deemed dividend		$	-			$	203,365			$	203,365

		For the three months ended September 30, 2017
		As Previously Reported after Adoption of ASU 2017-11				Adjustments				As Revised
Statement of Operations
Deemed dividend		$	-			$				$	74,014
Net loss attributable to common stockholders		$	(3,421,965	)		$	(74,014	)		$	(3,495,979	)
Basic and diluted loss per share		$	(0.09	)		$					(0.09	)

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 13 – Subsequent Events Second Closing of August 2018 Equity Raise On or about October 30, 2018, the Company consummated the second closing (the “Second Closing”) of the August 2018 Equity Raise. In connection with the Second Closing, the Company entered into definitive securities purchase agreements (the “Purchase Agreements) with an additional 9 accredited investors (the “Purchasers”) for aggregate gross proceeds of $161,000. Pursuant to the Purchase Agreements, the Purchasers purchased an aggregate of 644,000 shares of common stock at $0.25 per share and received warrants to purchase 644,000 shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”). More details regarding the Company’s August 2018 Equity Raise may be found in the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2018.

Significant and Critical Accounting Policies and Practices (Policies)

9 Months Ended

Sep. 30, 2018

Significant and Critical Accounting Policies and Practices [Abstract]

Basis of Presentation - Unaudited Interim Financial Information

Basis of Presentation - Unaudited 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 10 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, 2017.

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 September 30, 2018, 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
Leasehold improvement		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 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 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 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.

Revenue Recognition

Revenue Recognition

The Company adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods.

Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. During the nine months ended September 30, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

1)

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2018 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

4)

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)

Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Product revenue

Revenue from multiple-element arrangements is allocated among separate elements based on their estimated sales prices, provided the elements have value on a stand-alone basis.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

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 nine months ended September 30, 2018 and 2017 presented in these 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 September 30, 2018 and 2017:

		September 30, 2018				September 30, 2017
Series A Preferred stock			-				21,654,614
Series B Preferred stock			-				4,431,987
Options			17,649,990				17,749,990
Warrants			103,341,735				34,457,024
Convertible notes - related party			2,000				-
Convertible notes			1,620,505				13,681,425
Totals			122,614,230				91,975,040

Reclassifications

Reclassifications

Interest expense has been allocated to accretion of debt discount and issuance cost to conform to current period presentation.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 did not have a material effect on its financial position or results of operations or cash flows.

Revenue Recognition

The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods.

Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. During the six months ended June 30, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

1)

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company's contracts as of June 30, 2018 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

4)

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)

Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Product revenue

Revenue from multiple-element arrangements is allocated among separate elements based on their estimated sales prices, provided the elements have value on a stand-alone basis.

Adoption of ASU 2017-11

As noted above, in connection with the securities purchase agreement and debt transactions during the year ended December 31, 2017, the Company issued warrants and convertible notes, to purchase common stock with an exercise price of $0.20 and a five-year term. Upon issuance of the warrants and convertible notes, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants and convertible notes that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants and convertible notes as a derivative liability. The Company changed its method of accounting for the convertible notes and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance.

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the nine months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Nine Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(2,025,486	)		$	499,972			$	(1,525,514	)

Derivative expense			(254,470	)			254,470				-

Change in fair value of derivative liabilities			1,257,716				(1,322,062	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(5,762,470	)		$	(615,404	)		$	(6,377,874	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.15	)		$	(0.02	)		$	(0.17	)

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the three months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Three Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(1,074,002	)		$	273,388			$	(800,614	)

Change in fair value of derivative liabilities			673,705				(738,051	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(2,909,519	)		$	(512,446	)		$	(3,421,965	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.07	)		$	(0.02	)		$	(0.09	)

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.

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 consolidated financial statements.

Significant and Critical Accounting Policies and Practices (Tables)

9 Months Ended

Sep. 30, 2018

Significant and Critical Accounting Policies and Practices [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 life

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		5
Leasehold improvement		5

Schedule of common stock equivalents

		September 30, 2018				September 30, 2017
Series A Preferred stock			-				21,654,614
Series B Preferred stock			-				4,431,987
Options			17,649,990				17,749,990
Warrants			103,341,735				34,457,024
Convertible notes - related party			2,000				-
Convertible notes			1,620,505				13,681,425
Totals			122,614,230				91,975,040

Summaries of the revisions and the corresponding effects on the consolidated statement of operations

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the nine months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Nine Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(2,025,486	)		$	499,972			$	(1,525,514	)

Derivative expense			(254,470	)			254,470				-

Change in fair value of derivative liabilities			1,257,716				(1,322,062	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(5,762,470	)		$	(615,404	)		$	(6,377,874	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.15	)		$	(0.02	)		$	(0.17	)

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the three months ended September 30, 2017 are presented below:

Consolidated Statement of Operations Three Months Ended September 30, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(1,074,002	)		$	273,388			$	(800,614	)

Change in fair value of derivative liabilities			673,705				(738,051	)			(64,346	)

Loss on extinguishment of debt			(876,038	)			(47,784	)			(923,822	)

Net loss		$	(2,909,519	)		$	(512,446	)		$	(3,421,965	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.07	)		$	(0.02	)		$	(0.09	)

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Property and Equipment [Abstract]

Schedule of property and equipment

		September 30, 2018				December 31, 2017
Computer Equipment		$	220,054			$	234,315
Furniture and Fixtures			61,803				61,803
Leasehold Improvements			25,446				-
			307,303				296,118
Less: Accumulated Depreciation			(259,272	)			(248,062	)
		$	48,031			$	48,056

Line of Credit (Tables)

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Schedule of line of credit

		Outstanding Balances as of
		September 30, 2018				December 31, 2017
Revolving Note			-				44,996
		$	-			$	44,996

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Schedule of notes payable

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
The February 2017 Offering		$	5,369			$	400,000				12	%		September 1, 2017			2,450,000			$	0.20
The June 2017 Loan Agreement			-				50,000				12	%		September 1, 2017			35,000				0.20
The First November 2017 Loan Agreement			-				100,000				15	%		January 12, 2018			-				-
The Second November 2017 Loan Agreement			-				50,000				15	%		January 13, 2018			-				-
The Third November 2017 Loan Agreement			-				100,000				15	%		January 13, 2018			-				-
July 2018 Loan Agreement			100,000								6	%		August 2018			300,000				-
			105,369				700,000
Less: Debt Discount			-				(10,500	)
Less: Debt Issuance Costs			(241	)			-
		$	105,128			$	689,500

Convertible Note Payable (Tables)

9 Months Ended

Sep. 30, 2018

Line of Credit/Notes Payable/Convertible Note Payable [Abstract]

Schedule of convertible notes payable

		Outstanding Principal as of																		Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Conversion Price				Maturity Date		Quantity				Exercise Price
The November 2016 Convertible Note Offering		$	-			$	25,000				10	%			0.30			November 1, 2017			400,000			$	0.30
The June 2017 Convertible Note Offering			-				71,500				12	%			Not Applicable			September 1, 2017			114,700				0.20
The August 2017 Convertible Note Offering			114,100				2,943,884				15	%			0.20	(*)		August – November 2019			14,716,419				0.20
The First December 2017 Note			-				100,000				15	%			0.20	(*)		December 21, 2019			500,000				0.20
The February 2018 Convertible Note Offering			75,000				-				15	%			0.20	(*)		January – February 2020			5,078,375				0.20
The January 2018 Note			-				-								0.20	(*)		January 12, 2020			343,806				0.20
The February 2018 Note			25,452				-				18	%			0.20	(*)		February 8, 2020			81,500				0.20
The March 2018 Convertible Note Offering			75,000				-				14	%			0.20	(*)		March – April 2020			4,806,833				0.20
			289,552				3,140,384
Less: Debt Discount			(46,367	)			(452,022	)
Less: Debt Issuance Costs			(16,681	)			(79,569	)
			226,504				2,608,793
Less: Current Debt			(40,401	)			(96,500	)
Total Long-Term Debt		$	186,103			$	2,512,293

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

Related Party Loans (Tables)

9 Months Ended

Sep. 30, 2018

Related Party Loans [Abstract]

Schedule of convertible notes payable - related party

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
The August 2017 Convertible Note Offering		$	-			$	1,416,026				15	%		August – October 2019			4,589,466			$	0.20
The Second December 2017 Note			-				100,000				15	%		December 21, 2019			500,000				0.20
The February 2018 Convertible Note Offering			-				-				15	%		January – February 2020			125,000				0.20
The Second February 2018 Note			-				-				20	%		September 30, 2018			81,500				0.20
The March 2018 Convertible Note Offering			400				-				14	%		March 2020			1,197,000				0.20
			400				1,516,026
Less: Debt Discount			(86	)			(170,780	)
Less: Debt Issuance Costs			-				-
			314				1,345,246
Less: Current Debt			-				-
Total Long-Term Debt		$	314			$	1,345,246

Schedule of notes payable - related party

		Outstanding Principal as of														Warrants
		September 30, 2018				December 31, 2017				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 September 2017 Rosen Loan Agreement			-				224,000				18	%		September 24, 2017			125,000				0.20
The November 2017 Schiller Loan Agreement			-				25,000				15	%		December 31, 2017			-				-
The May 2018 Schiller Loan Agreements			-				-				13	%		February 2, 2019			300,000				0.20
The June 2018 Frommer Loan Agreement			10,000				-				6	%		August 17, 2018			30,000				0.20
The July 2018 Rosen Loan Agreement			60,000				-				6	%		August 17, 2018			30,000				0.20
The July 2018 Schiller Loan Agreements			60,000				-				6	%		August 17, 2018			150,000				0.20
			1,130,000				1,249,000
Less: Debt Discount			(14,400	)			-
			1,115,600
Less: Current Debt			(1,115,600	)			-
		$	-			$	1,249,000

Capital Leases Payable (Tables)

9 Months Ended

Sep. 30, 2018

Capital Leases Payable [Abstract]

Schedule of capital lease obligation

				September 30, 2018				December 31, 2017

(i)		Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10		$	4,732			$	4,732

		Less current maturities			(4,732	)			(4,732	)

		Capital lease obligation, net of current maturities			-				-

		Total Capital Lease Obligation		$	4,732			$	4,732

Schedule of capital leases maturity

2018:

$

4,732

$

4,732

Stockholders' Deficit (Tables) - Warrants [Member]

9 Months Ended

Sep. 30, 2018

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]

Summary of assumptions used for warrants granted

		September 30, 2018
Exercise price		$	0.20-.030
Expected dividends			0	%
Expected volatility			102% - 107	%
Risk free interest rate			2%-3	%
Expected life of warrant			4 - 5 years

Summary of warrant activity

		Warrants				Weighted Average Exercise Price

Outstanding – December 31, 2017			46,193,779			$	0.24
Granted			57,197,956				0.27
Exercised			(50,000	)			0.40
Forfeited/Cancelled			-				-
Outstanding and Exercisable – September 30, 2018			103,341,735			$	0.26

Summary of warrants 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
$	0.26				103,341,735				4.01				0.26				103,341,735				0.26

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Revision of Prior Year Financial Statements (Tables)

9 Months Ended

Sep. 30, 2018

Revision of Prior Year Financial Statements [Abstract]

Schedule of correction of accounting errors, the relevant annual financial statements

		December 31, 2017
		As Previously Reported				Adjustment				As Revised
Balance Sheet
Current Liabilities
Accrued dividends		$	472,444			$	(472,444	)		$	-
Total Current Liabilities		$	4,159,644			$	(472,444	)		$	3,687,200
Total Liabilities		$	8,017,183			$	(472,444	)		$	7,544,739

Stockholders’ Equity
Total Stockholders’ Equity		$	7,839,751			$	(472,444	)		$	7,367,307

		For the nine months ended September 30, 2017
		As Previously Reported after Adoption of ASU 2017-11				Adjustments				As Revised
Statement of Operations
Deemed dividend		$	-			$				$	203,365
Net loss attributable to common stockholders		$	(6,377,874	)		$	(203,365	)		$	(6,581,239	)
Basic and diluted loss per share		$	(0.17	)		$					(0.17	)

Statements of Cash Flows
Supplementary Disclosure of Non-Cash Investing And Financing Activities
Deemed dividend		$	-			$	203,365			$	203,365

		For the three months ended September 30, 2017
		As Previously Reported after Adoption of ASU 2017-11				Adjustments				As Revised
Statement of Operations
Deemed dividend		$	-			$				$	74,014
Net loss attributable to common stockholders		$	(3,421,965	)		$	(74,014	)		$	(3,495,979	)
Basic and diluted loss per share		$	(0.09	)		$					(0.09	)

Organization and Operations (Details)	Feb. 05, 2016 shares
Kent Campbell [Member]
Organization and Operations (Textual)
Cancelled of common stock	781,818

Significant and Critical Accounting Policies and Practices (Details)	9 Months Ended
	Sep. 30, 2018
Jerrick Ventures LLC [Member]
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 [Member]
Name of combined affiliate	Jerrick Australia Pty Ltd
State or other jurisdiction of incorporation or organization	Australia
Company interest	100.00%

Significant and Critical Accounting Policies and Practices (Details 1)	9 Months Ended
	Sep. 30, 2018
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
Leasehold improvement [Member]
Property and Equipment, Estimated Useful Life (Years)	5 years

Significant and Critical Accounting Policies and Practices (Details 2) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Loss Per Share [Line Items]
Common stock equivalents, total	122,614,230	91,975,040
Series A Preferred stock [Member]
Loss Per Share [Line Items]
Common stock equivalents, total		21,654,614
Series B Preferred stock [Member]
Loss Per Share [Line Items]
Common stock equivalents, total		4,431,987
Convertible notes [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	1,620,505	13,681,425
Convertible notes - related party [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	2,000	250,000
Options [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	17,649,990	17,749,990
Warrants [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	103,341,735	34,457,024

Significant and Critical Accounting Policies and Practices (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Accretion of debt discount and issuance cost	$ (1,449,656)	$ (800,614)	$ (2,039,589)	$ (1,525,514)
Derivative expense
Change in fair value of derivative liabilities		(64,346)		(64,346)
Loss on extinguishment of debt	(2,938,719)	(923,822)	(3,370,505)	(923,822)
Net loss	$ (5,547,292)	$ (3,421,965)	$ (10,052,160)	$ (6,377,874)
Net loss per ordinary share:
Basic and diluted loss per share	$ (0.11)	$ (0.09)	$ (0.25)	$ (0.17)
Previously Reported [Member]
Accretion of debt discount and issuance cost		$ (1,074,002)		$ (2,025,486)
Derivative expense				(254,470)
Change in fair value of derivative liabilities		673,705		1,257,716
Loss on extinguishment of debt		(876,038)		(876,038)
Net loss		$ (2,909,519)		$ (5,762,470)
Net loss per ordinary share:
Basic and diluted loss per share		$ (0.07)		$ (0.15)
Revisions [Member]
Accretion of debt discount and issuance cost		$ (273,388)		$ (499,972)
Derivative expense				254,470
Change in fair value of derivative liabilities		(738,051)		(1,322,062)
Loss on extinguishment of debt		(47,784)		(47,784)
Net loss		$ (512,446)		$ (615,404)
Net loss per ordinary share:
Basic and diluted loss per share		$ (0.02)		$ (0.02)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Significant and Critical Accounting Policies and Practices (Details Textual) - Securities purchase agreement [Member]	12 Months Ended
	Dec. 31, 2017 $ / shares
Significant and Critical Accounting Policies and Practices (Textual)
Stock options exercisable term	5 years
Stock options to purchase of common stock exercise price per share	$ 0.20

Property and Equipment (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 307,303	$ 296,118
Less: Accumulated Depreciation	(259,272)	(248,062)
Property and equipment, net	48,031	48,056
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	220,054	234,315
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	61,803	61,083
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 25,446

Property and Equipment (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details Textual) - USD ($)	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property and Equipment (Textual)
Depreciation	$ 11,670	$ 9,507	$ 33,109	$ 28,211

Line of Credit (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Line of credit		$ 44,996
Revolving Note [Member]
Line of Credit Facility [Line Items]
Line of credit	$ 0	$ 44,996

Line of Credit (Details Textual) - USD ($)	1 Months Ended
Line of Credit (Details Textual) - USD ($)	Mar. 19, 2009	Sep. 30, 2018	Dec. 31, 2017
Line of Credit (Textual)
Line of credit			$ 44,996
Revolving Note [Member]
Line of Credit (Textual)
Line of credit maximum outstanding balance	$ 200,000
Line of credit facility, expiration date	Mar. 19, 2010
Line of credit		$ 0	$ 44,996

Notes Payable (Details) - USD ($)	9 Months Ended
Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal	$ 105,128	$ 689,500
Less: Debt Discount		(10,500)
Less: Debt Issuance Costs	(241)
Notes Payable	105,128	689,500
The February 2017 Offering [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal	$ 364,325	400,000
Interest Rate	12.00%
Interest and principal both due date	Sep. 01, 2017
Warrants, Quantity	2,450,000
Warrants, Exercise Price	$ 0.20
The June 2017 Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal		50,000
Interest Rate	12.00%
Interest and principal both due date	Sep. 01, 2017
Warrants, Quantity	35,000
Warrants, Exercise Price	$ 0.20
The First November 2017 Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal		100,000
Interest Rate	15.00%
Interest and principal both due date	Jan. 12, 2018
Warrants, Quantity
Warrants, Exercise Price
The Second November 2017 Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal		50,000
Interest Rate	15.00%
Interest and principal both due date	Jan. 13, 2018
Warrants, Quantity
Warrants, Exercise Price
The Third November 2017 Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal		100,000
Interest Rate	15.00%
Interest and principal both due date	Jan. 13, 2018
Warrants, Quantity
Warrants, Exercise Price
July 2018 Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal	$ 608,500
Interest Rate	13.00%
Interest and principal both due date	Mar. 31, 2019
Warrants, Quantity	300,000
Warrants, Exercise Price

Notes Payable (Details Textual) - USD ($)				1 Months Ended						4 Months Ended	9 Months Ended		12 Months Ended
Notes Payable (Details Textual) - USD ($)	Nov. 08, 2018	Mar. 14, 2018	Jun. 12, 2017	Oct. 30, 2018	May 31, 2018	Nov. 29, 2017	Nov. 28, 2017	Mar. 17, 2017	Feb. 28, 2017	Nov. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Notes Payable (Textual)
Aggregate gross proceeds of common stock											$ 1,155,832
Debt discount													$ 10,500
Aggregate gross proceeds											$ 299,852	$ 555,000
July 2018 Loan Agreement [Member]
Notes Payable (Textual)
Maturity date											Mar. 31, 2019
Interest rate											13.00%
Warrants purchase of common stock											300,000
Warrant exercisable price, per share
Warrant term											4 years
Aggregate gross proceeds											$ 100,000
Conversion price per share											$ 0.20
Debt discount											$ 34,569
Subsequent Events [Member]
Notes Payable (Textual)
Warrants purchase of common stock				644,000
Warrant exercisable price, per share				$ 0.30
Aggregate gross proceeds				$ 161,000
Subsequent Events [Member] \| July 2018 Loan Agreement [Member]
Notes Payable (Textual)
Maturity date	Mar. 07, 2019
Warrants purchase of common stock	204,051
Warrant exercisable price, per share	$ 0.30
Subscription Agreements [Member] \| July 2018 Loan Agreement [Member]
Notes Payable (Textual)
Interest rate					13.00%
Warrant exercisable price, per share					$ 0.20
Warrant term					4 years
Aggregate principal amount					$ 1,200,000
Aggregate gross proceeds of common stock					$ 658,500						658,500
Notes conversion, description					The Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (i) a 13% promissory note (each, a " May 2018 Offering Note" and, together, the "May 2018 Offering Notes"), and (ii) a four-year warrant ("May 2018 Offering Warrant") to purchase the number of shares of the Company's common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the "May 2018 Warrant Shares") at an exercise price of $0.20 per share (the "May Offering Warrant Exercise Price"), subject to adjustment upon the terms thereof.
Debt discount											215,032
Private Placement Offerings [Member] \| Subscription Agreements [Member]
Notes Payable (Textual)
Interest rate								6.00%
Aggregate principal amount								$ 975,511
Aggregate gross proceeds of common stock								$ 916,585
Loan Agreement [Member]
Notes Payable (Textual)
Promissory note			$ 50,000
Maturity date			Sep. 01, 2017
Interest rate			10.00%
Warrants purchase of common stock			35,000
Warrant exercisable price, per share			$ 0.20
Warrant term			5 years
Repayment of principal											50,000
Gain on forgiveness of debt											4,424
August 2017 Convertible Note Offering [Member]
Notes Payable (Textual)
Promissory note										$ 1,585,000
Unpaid interest											4,417
Converted principal amount											2,830,764
Issuance of warrants										6,791,419			4,555,129
Warrant grant date fair value											$ 0
February 2017 Offering Note [Member]
Notes Payable (Textual)
Interest rate									15.00%
Warrant exercisable price, per share									$ 0.20		$ 0.20
Aggregate principal amount									$ 575,511
Aggregate gross proceeds of common stock											$ 400,000
Notes conversion, description									The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner.		The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering.
Interest paid											$ 26,375
Repayment of principal											26,500
Principal payments											131,606
Unpaid interest											45,931
Converted principal amount											263,025
Conversion of unpaid interest											$ 21,502
Conversion common stock, Shares											1,422,639
Issuance of warrants											711,320
Warrant grant date fair value											$ 102,954
First November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note							$ 100,000
Notes conversion, description							The First November 2017 Lender issued the Company a promissory note of $100,000 (the "First November 2017 Note"). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First November 2017 Note are due.
Second November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note						$ 50,000
Notes conversion, description						The Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company's common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second November 2017 Note are due.
Third November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note						$ 100,000
Notes conversion, description						The Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due.
March 2018 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note		$ 50,000
Maturity date		Mar. 29, 2018
Interest rate		12.00%
Warrants purchase of common stock		100,000
Warrant exercisable price, per share		$ 0.20
Warrant term		5 years
May 2018 Offering [Member]
Notes Payable (Textual)
Converted principal amount											608,500
Conversion of unpaid interest											$ 723,780

Convertible Note Payable (Details) - USD ($)

9 Months Ended

Sep. 30, 2018

Dec. 31, 2017

Short-term Debt [Line Items]

Outstanding Principal

$ 289,552

$ 3,140,384

Less: Debt Discount

(1,115,600)

Less: Debt Issuance Costs

(16,681)

(79,569)

226,504

2,608,793

Less: Current Debt

(40,401)

(96,500)

Total Long-Term Debt

186,103

2,512,293

The November 2016 Convertible Note Offering [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 25,000

25,000

10.00%

Conversion Price

$ 0.30

Nov. 01, 2017

Warrants, Quantity

400,000

Warrants, Exercise Price

$ 0.30

The June, 2017 Convertible Note Offering [Member]

Short-term Debt [Line Items]

Outstanding Principal

71,500

12.00%

Conversion Price, description

Not Applicable

Sep. 01, 2017

Warrants, Quantity

114,700

Warrants, Exercise Price

$ 0.20

The August Convertible Note Offering [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 114,100

2,943,884

15.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

14,716,419

Warrants, Exercise Price

$ 0.20

The August Convertible Note Offering [Member] | Minimum [Member]

Short-term Debt [Line Items]

Aug. 31, 2019

The August Convertible Note Offering [Member] | Maximum [Member]

Short-term Debt [Line Items]

Nov. 30, 2019

The First December 2017 Note [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 100,000

100,000

15.00%

Conversion Price

^[1]

$ 0.20

Dec. 21, 2019

Warrants, Quantity

500,000.00

Warrants, Exercise Price

$ 0.20

The February 2018 Convertible Note Offering [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 1,015,674

15.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

5,078,375

Warrants, Exercise Price

$ 0.20

The February 2018 Convertible Note Offering [Member] | Minimum [Member]

Short-term Debt [Line Items]

Jan. 31, 2020

The February 2018 Convertible Note Offering [Member] | Maximum [Member]

Short-term Debt [Line Items]

Feb. 29, 2020

The January 2018 Note [Member]

Short-term Debt [Line Items]

Outstanding Principal

Conversion Price

^[1]

$ 0.20

Jan. 12, 2020

Warrants, Quantity

343,806

Warrants, Exercise Price

$ 0.20

The February 2018 Note [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 25,452

18.00%

Conversion Price

^[1]

$ 0.20

Feb. 08, 2020

Warrants, Quantity

81,500

Warrants, Exercise Price

$ 0.20

The March 2018 Convertible Note Offering [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 75,000

14.00%

Conversion Price

^[1]

$ 0.20

Mar. 31, 2020

Warrants, Quantity

4,806,333

Warrants, Exercise Price

$ 0.20

The March 2018 Convertible Note Offering [Member] | Minimum [Member]

Short-term Debt [Line Items]

Mar. 31, 2020

The March 2018 Convertible Note Offering [Member] | Maximum [Member]

Short-term Debt [Line Items]

Apr. 30, 2020

[1]	As subject to adjustment as further outlined in the notes

Convertible Note Payable (Details Textual) - USD ($)				1 Months Ended			4 Months Ended	9 Months Ended		12 Months Ended
Convertible Note Payable (Details Textual) - USD ($)	Feb. 08, 2018	Jan. 12, 2018	Jun. 30, 2017	Oct. 30, 2018	Jul. 31, 2018	Dec. 27, 2017	Nov. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018
Convertible Note Payable (Textual)
Convertible notes payable outstanding balance								$ 289,552		$ 3,140,384
Debt discount								1,115,600
Debt issuance costs								241
Proceeds from issuance of convertible notes								299,852	$ 555,000
Placement fees								90,508
Derivative liability
Subsequent Event [Member]
Convertible Note Payable (Textual)
Proceeds from issuance of convertible notes				$ 161,000
Warrants, exercise price				$ 0.30
Warrants purchase of common stock				644,000
Convertible Note to Third Party Lender [Member]
Convertible Note Payable (Textual)
Convertible note			$ 71,500								$ 400,000
Note accrues interest rate			12.00%								10.00%
Interest and principal both due date			Sep. 01, 2017								Dec. 29, 2017
Warrant term			5 years								5 years
Issuance of warrants			67,550								400,000
Warrants, exercise price			$ 0.20								$ 0.30
Principal amount of convertible notes											$ 375,000
Interest amount of convertible notes											$ 30,719
Offering discount percentage			15.00%
Convertible Note to Third Party Lender [Member] \| Subsequent Event [Member]
Convertible Note Payable (Textual)
Current default principal amount												$ 71,500
August 2017 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Converted principal amount								$ 2,830,764
Debt issuance costs							$ 101,561
Issuance of warrants							6,791,419			4,555,129
Interest amount of convertible notes							$ 40,146
Conversion feature of debt instrument							583,681
Fair value derivative liability										$ 440,157
Secured debt							$ 1,217,177
Convertible secured promissory note, description							The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note" and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("August 2017 Offering Conversion Shares") at a conversion price of $0.20 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $0.20 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates.
Aggregate principal amount							$ 1,585,000
Conversion shares
Unpaid interest								$ 4,417
Warrant grant date fair value								$ 0
August 2017 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Issuance of warrants								7,925,000
August 2017 Convertible Note Offering One [Member]
Convertible Note Payable (Textual)
Converted principal amount								$ 2,830,764
Unpaid interest								409,287
The August 2017 Convertible Note Offering Two [Member]
Convertible Note Payable (Textual)
Converted principal amount								141,602
Unpaid interest								202,362
February 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Convertible note	$ 40,750
Converted principal amount								940,675
Note accrues interest rate	18.00%
Interest and principal both due date	Feb. 08, 2020
Conversion price per share	$ 0.20
Aggregate gross proceeds								725,000
Warrant term	5 years
Repayment of principal								$ 5,298
Issuance of warrants	81,500							1,453,375
Warrants, exercise price	$ 0.20
Interest amount of convertible notes								$ 40,675
Conversion feature of debt instrument	$ 5,298							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 "Unit" and collectively, the "Units"), with each 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.
Conversion shares								362,500
Conversion shares fair value								$ 74,881
Unpaid interest								86,544
Warrant grant date fair value
February 2018 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Issuance of warrants								3,625,000
March 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Converted principal amount								$ 886,367
Aggregate gross proceeds								$ 770,000
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 "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "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.
Unpaid interest								$ 140,600
March 2018 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Issuance of warrants								4,806,833
First December 2017 Note [Member]
Convertible Note Payable (Textual)
Convertible note						$ 100,000
Converted principal amount								$ 100,000
Note accrues interest rate						15.00%
Interest and principal both due date						Dec. 27, 2019
Conversion price per share						$ 0.20
Warrant term						5 years
Warrants issued to purchase shares						500,000
Warrants, exercise price						$ 0.20
Unpaid interest								10,292
January 2018 Note [Member]
Convertible Note Payable (Textual)
Convertible note		$ 68,761
Converted principal amount								68,761
Note accrues interest rate		15.00%
Interest and principal both due date		Jan. 12, 2020
Conversion price per share		$ 0.20
Warrant term		5 years
Issuance of warrants		343,806
Fair value derivative liability		$ 42,850
Convertible secured promissory note, description		The Company issued a convertible note to a third party lender totaling $68,761 to settle an outstanding vendor liabilities (the "January 2018 Note"). The January 2018 Note accrues interest at 15% per annum and matures with interest and principal both due on January 12, 2020. The conversions resulted in the issuance of 343,806 warrants with a fair value of $42,850. These were recorded as a loss on extinguishment of debt. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The January 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment.
Unpaid interest								7,212
The November 2016 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Converted principal amount								25,000
Aggregate principal amount								25,000
Unpaid interest								4,417
The March 2018 Convertible Note Offering One [Member]
Convertible Note Payable (Textual)
Unpaid interest								51,293
The Second December 2017 Note [Member]
Convertible Note Payable (Textual)
Converted principal amount								100,000
Unpaid interest								10,542
The February 2018 Convertible Note Offering One [Member]
Convertible Note Payable (Textual)
Converted principal amount								25,000
Unpaid interest								2,219
The Second February 2018 Note [Member]
Convertible Note Payable (Textual)
Converted principal amount								35,452
Repayment of principal								5,928
Unpaid interest								4,116
The March 2018 Convertible Note Offering One [Member]
Convertible Note Payable (Textual)
Converted principal amount								239,000
Unpaid interest								15,401
The September 2017 Rosen Loan Agreement [Member]
Convertible Note Payable (Textual)
Converted principal amount								224,000
Unpaid interest								20,496
The May 2018 Schiller Loan Agreement [Member]
Convertible Note Payable (Textual)
Converted principal amount								100,000
Unpaid interest								4,369
The February 2018 Convertible Note Offering Four [Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 940,675
Unpaid interest					$ 86,544
Warrants purchase of common stock
The January 2018 Note One [Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 68,761
Unpaid interest					7,212
The March 2018 Convertible Note Offering Two [Member]
Convertible Note Payable (Textual)
Converted principal amount								886,367
Unpaid interest								51,293
The August 2017 Convertible Note Offering Three [Member]
Convertible Note Payable (Textual)
Converted principal amount								141,602
Unpaid interest								202,362
The Second December 2017 Note One [Member]
Convertible Note Payable (Textual)
Converted principal amount								10,542
Unpaid interest								100,000
The February 2018 Convertible Note Offering Five [Member]
Convertible Note Payable (Textual)
Converted principal amount								25,000
Unpaid interest								2,219
The Second February 2018 Note Two [Member]
Convertible Note Payable (Textual)
Converted principal amount								35,452
Repayment of principal								5,298
Unpaid interest								4,116
The March 2018 Convertible Note Offering Three [Member]
Convertible Note Payable (Textual)
Converted principal amount								239,000
Unpaid interest								15,401
The September 2017 Rosen Loan Agreement One [Member]
Convertible Note Payable (Textual)
Converted principal amount								224,000
Unpaid interest								20,496
The May 2018 Schiller Loan Agreement One [Member]
Convertible Note Payable (Textual)
Converted principal amount								4,369
Unpaid interest								$ 100,000
The First July 2018 Schiller Loan Agreement One[Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 35,000
Interest and principal both due date					Jul. 17, 2018
Conversion price per share								$ 0.20
Warrant term					4 years
Conversion shares					75,000
Debt issuance date					Jul. 31, 2018
The Second July 2018 Schiller Loan Agreement [Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 25,000,000
Interest and principal both due date					Aug. 17, 2018
Conversion price per share					$ 0.20
Warrant term					4 years
Conversion shares					75,000
Debt issuance date					Aug. 17, 2018
The First July 2018 Rosen Loan Agreements [Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 10,000
Interest and principal both due date					Aug. 17, 2018
Warrant term					4 years
The Second July 2018 Rosen Loan Agreements [Member]
Convertible Note Payable (Textual)
Converted principal amount					$ 50,000
Interest and principal both due date					Jul. 18, 2018
Conversion price per share					$ 0.20
Warrant term					4 years
Conversion shares					150,000
Line of Credit [Member]
Convertible Note Payable (Textual)
Converted principal amount								$ 130,000
Interest amount of convertible notes								30,626
Unpaid interest								$ 30,626

Related Party Loans (Details) - USD ($)	9 Months Ended
Related Party Loans (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 400	$ 1,516,026
Less: Debt Discount	(86)	(170,780)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost	314	1,345,246
Less: Current Debt
Total Long-Term Debt	314	1,345,246
The August 2017 Convertible Note Offering [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross		1,416,026
Interest Rate	15.00%
Maturity Date, description	August - October 2019
Warrants, Quantity	4,589,466
Warrants, Exercise Price	$ 0.20
Second December 2017 Note [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross		100,000
Interest Rate	15.00%
Maturity Date, description	December 21, 2019
Warrants, Quantity	500,000
Warrants, Exercise Price	$ 0.20
The February 2018 Convertible Note Offering [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross
Interest Rate	15.00%
Maturity Date, description	January - February 2020
Warrants, Quantity	125,000
Warrants, Exercise Price	$ 0.20
The Second February 2018 Note [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross
Interest Rate	20.00%
Maturity Date, description	September 30, 2018
Warrants, Quantity	81,500
Warrants, Exercise Price	$ 0.20
The March 2018 Convertible Note Offering [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ (400)
Interest Rate	14.00%
Maturity Date, description	March 2020
Warrants, Quantity	1,197,000
Warrants, Exercise Price	$ 0.20

Related Party Loans (Details 1) - USD ($)	9 Months Ended
Related Party Loans (Details 1) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Notes payable - related party, gross	$ 130,000	$ 1,249,000
Less: Debt Discount	14,400
Less: Current Debt	1,115,600
Notes payable - related party, net	1,112,295	1,249,000
The May 2016 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net		1,000,000
Interest Rate	13.00%
Maturity Date	Nov. 26, 2017
Warrants, Quantity	1,000,000
Warrants, Exercise Price	$ 0.40
The September 2017 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net		224,000
Interest Rate	18.00%
Maturity Date	Sep. 24, 2017
Warrants, Quantity	125,000
Warrants, Exercise Price	$ 0.20
The November 2017 Schiller Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net		25,000
Interest Rate	15.00%
Maturity Date	Dec. 31, 2017
Warrants, Quantity
Warrants, Exercise Price
The May 2018 Schiller Loan Agreements[Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 100,000
Interest Rate	13.00%
Maturity Date	Feb. 02, 2019
Warrants, Quantity	300,000
Warrants, Exercise Price	$ 0.20
The June 2018 Frommer Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 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
The July 2018 Schiller Loan Agreements [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross	$ 60,000

Related Party Loans (Details Textual) - USD ($)																1 Months Ended					9 Months Ended		12 Months Ended
Related Party Loans (Details Textual) - USD ($)	Nov. 08, 2018	Jul. 18, 2018	Jul. 17, 2018	Jul. 12, 2018	Jul. 03, 2018	Jun. 06, 2018	May 02, 2018	Mar. 13, 2018	Mar. 09, 2018	Mar. 04, 2018	Feb. 08, 2018	Nov. 13, 2017	Sep. 08, 2017	Sep. 06, 2017	May 09, 2017	Jun. 29, 2018	Feb. 20, 2018	Jan. 16, 2018	Dec. 21, 2017	May 26, 2016	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Oct. 30, 2018	Nov. 20, 2017
Related Party Loans (Textual)
Repaid principal																					$ 214,939	$ 100,000
Related party made non-interest bearing loans						$ 50,000
Subsequent Event [Member]
Related Party Loans (Textual)
Warrants, exercise price																								$ 0.30
Line of credit - related party [Member]
Related Party Loans (Textual)
Unpaid interest																					30,626
Revolving line of credit															$ 130,000
Original issue discount																					$ 130,000
LOC bears interest rate															18.00%
Revolving line of credit's maturity date															Jun. 01, 2019
February 2018 Convertible Note Offering [Member]
Related Party Loans (Textual)
Convertible secured promissory note, description																					The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.
Placement agent cash fee																					$ 3,250
Notes conversion, description																					The Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.
March 2018 Convertible Note Offering [Member] \| Over-Allotment Option [Member]
Related Party Loans (Textual)
Convertible note																					$ 900,000
Units of securities																					$ 300,000
Convertible secured promissory note, description																					The Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "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.
May 2016 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Unpaid interest														$ 150,128
Maturity date, description																				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.
Warrant term																				5 years
Warrants issued to purchase shares																				1,000,000
Warrants, exercise price																				$ 0.40
Interest rate																				12.50%
Interest and principal both due date																				Nov. 26, 2017
Secured term loan																				$ 1,000,000
September 2017 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Convertible note																					$ 224,000
Unpaid interest																					20,496
Loss on extinguishment of debt																	$ 65,378
Promissory note													$ 224,000
Warrant term												5 years	5 years				5 years
Warrants issued to purchase shares												100,000	25,000				448,000
Warrants, exercise price												$ 0.20	$ 0.20				$ 0.20
Interest and principal both due date																	Sep. 08, 2018
November 2017 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																									$ 25,000
Interest rate																									15.00%
Repaid principal																					25,000
Repaid of interest																					637
January 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Convertible secured promissory note, description																		The January 2018 Rosen Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 0.20.
Promissory note																		$ 60,000
Interest rate																		6.00%
Interest and principal both due date																		Jan. 31, 2018
Repaid principal																					60,000
Repaid of interest																					200
January 2018 Gordon Loan Agreement [Member]
Related Party Loans (Textual)
Convertible secured promissory note, description																		The January 2018 Gordon Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 0.20.
Promissory note																		$ 40,000
Interest rate																		6.00%
Interest and principal both due date																		Jan. 31, 2018
Repaid principal																					40,000
Repaid of interest																					105
First March 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note										$ 10,000
Warrant term										5 years
Warrants issued to purchase shares										10,000
Warrants, exercise price										$ 0.20
Interest rate										12.00%
Interest and principal both due date										Mar. 19, 2018
Repaid principal																					10,000
Repaid of interest																					260
Second March 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note									$ 15,000
Warrant term									5 years
Warrants issued to purchase shares									15,000
Warrants, exercise price									$ 0.20
Interest rate									12.00%
Interest and principal both due date									Mar. 24, 2018
Repaid principal																					15,000
Repaid of interest																					365
Third March 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note								$ 10,000
Warrant term								5 years
Warrants issued to purchase shares								10,000
Warrants, exercise price								$ 0.20
Interest rate								12.00%
Interest and principal both due date								Mar. 28, 2018
Repaid principal																					10,000
Repaid of interest																					230
May 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Convertible note																					100,000
Unpaid interest																					4,369
Promissory note							$ 100,000
Warrant term							4 years
Warrants issued to purchase shares							300,000
Warrants, exercise price							$ 0.20
Interest rate							13.00%
Interest and principal both due date							Feb. 02, 2019
June 2018 Frommer Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																$ 10,000
Warrant term																4 years
Warrants issued to purchase shares																30,000
Warrants, exercise price																$ 0.20
Interest rate																6.00%
Interest and principal both due date																Aug. 17, 2018
June 2018 Frommer Loan Agreement [Member] \| Subsequent Event [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares	40,854
Warrants, exercise price	$ 0.30
Interest and principal both due date	Mar. 07, 2019
First July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note					$ 35,000
Warrant term					4 years
Warrants issued to purchase shares					75,000
Warrants, exercise price					$ 0.20
Interest rate					6.00%
Interest and principal both due date					Aug. 17, 2018
First July 2018 Schiller Loan Agreement [Member] \| Subsequent Event [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares	142,987
Warrants, exercise price	$ 0.30
Interest and principal both due date	Mar. 07, 2019
Second July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note			$ 25,000
Warrant term			4 years
Warrants issued to purchase shares			75,000
Warrants, exercise price			$ 0.20
Interest rate			6.00%
Interest and principal both due date			Aug. 17, 2018
Second July 2018 Schiller Loan Agreement [Member] \| Subsequent Event [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares	101,900
Warrants, exercise price	$ 0.30
Interest and principal both due date	Mar. 07, 2019
First July 2018 Rosen Loan Agreements [Member]
Related Party Loans (Textual)
Promissory note				$ 10,000
Interest rate				6.00%
Interest and principal both due date				Aug. 17, 2018
First July 2018 Rosen Loan Agreements [Member] \| Subsequent Event [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares	27,534
Warrants, exercise price	$ 0.30
Interest and principal both due date	Mar. 07, 2019
Second July 2018 Rosen Loan Agreements [Member]
Related Party Loans (Textual)
Promissory note		$ 50,000
Warrant term		4 years
Warrants issued to purchase shares		150,000
Warrants, exercise price		$ 0.20
Interest rate		6.00%
Interest and principal both due date		Aug. 17, 2018
Second July 2018 Rosen Loan Agreements [Member] \| Subsequent Event [Member]
Related Party Loans (Textual)
Warrants issued to purchase shares	203,967
Warrants, exercise price	$ 0.30
Interest and principal both due date	Mar. 07, 2019
Investors [Member] \| August 2017 Convertible Note Offering [Member]
Related Party Loans (Textual)
Gross proceeds of private placement offering																							$ 505,000
Short term debt																							645,000
Convertible note																					1,416,026
Unpaid interest																					202,362		$ 206,026
Issuance of warrants																							4,555,129
Fair value of warrants																							$ 440,157
Increase of principal amount																							60,000
Loss on extinguishment of debt																							500,157
Units of securities																							$ 6,000,000
Conversion price per share																							$ 0.20
Convertible secured promissory note, description																							Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "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 five-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																							$ 160,700
Warrant term																							5 years
Warrants issued to purchase shares																							2,525,000
Warrants, exercise price																							$ 0.20
Investors [Member] \| February 2018 Convertible Note Offering [Member]
Related Party Loans (Textual)
Gross proceeds of private placement offering																					25,000
Convertible note																					25,000
Unpaid interest																					$ 2,219
Issuance of warrants																					125,000
Units of securities																					$ 750,000
Conversion price per share																					$ 0.20
Convertible secured promissory note, description																					Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "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 five-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").
Debt discount																					$ 11,054
BCF and related debt discount																					$ 1,063
Warrant term																					5 years
Warrants, exercise price																					$ 0.20
Investors [Member] \| March 2018 Convertible Note Offering [Member]
Related Party Loans (Textual)
Gross proceeds of private placement offering																					$ 239,400
Convertible note																					239,000
Unpaid interest																					$ 15,401
Issuance of warrants																					1,197,000
Debt discount																					$ 84,854
Third-party lender [Member] \| Second December 2017 Note [Member]
Related Party Loans (Textual)
Convertible note																			$ 100,000		100,000
Unpaid interest																					10,542
Conversion price per share																			$ 0.20
Debt discount																			$ 36,722
Warrant term																			5 years
Warrants issued to purchase shares																			500,000
Warrants, exercise price																			$ 0.20
Interest rate																			15.00%
Interest and principal both due date																			Dec. 27, 2019
Third-party lender [Member] \| Second February 2018 Note [Member]
Related Party Loans (Textual)
Convertible note											$ 40,750										35,452
Unpaid interest																					4,116
Conversion price per share											$ 0.20
Debt discount											$ 7,963
Warrant term											5 years
Warrants issued to purchase shares											81,500
Warrants, exercise price											$ 0.20
Interest rate											18.00%
Interest and principal both due date											Sep. 30, 2018
Original issue discount											$ 5,298
Repaid principal																					$ 5,298

Capital Leases Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Capital Leases Payable [Abstract]
Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10	$ 4,732	$ 4,732
Less current maturities	(4,732)	(4,732)
Capital lease obligation, net of current maturities
TOTAL CAPITAL LEASE OBLIGATION	$ 4,732	$ 4,732

Capital Leases Payable (Details 1) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Capital Leases Payable [Abstract]
2018:	$ 4,732	$ 4,732

Capital Leases Payable (Details Textual)	9 Months Ended
Capital Leases Payable (Details Textual)	Sep. 30, 2018 USD ($)
Capital Leases Payable (Textual)
Capital leases due amount	$ 383.10
Capital leases interest per annum	10.00%
Capital lease obligation term	5 years

Stockholders' Deficit (Details) - Warrants [Member]	9 Months Ended
Stockholders' Deficit (Details) - Warrants [Member]	Sep. 30, 2018 $ / shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Expected dividends	0.00%
Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.030
Expected volatility	102.00%
Risk free interest rate	2.00%
Expected life of warrant	4 years
Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.20
Expected volatility	107.00%
Risk free interest rate	3.00%
Expected life of warrant	5 years

Stockholders' Deficit (Details 1) - Warrant Activities [Member]	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants, Outstanding, Beginning \| shares	46,193,779
Warrants, Granted \| shares	57,197,956
Warrants, Exercised \| shares	(50,000)
Warrants, Forfeited/Cancelled \| shares
Warrants, Outstanding and Exercisable, Ending \| shares	103,341,735
Weighted Average Exercise Price, Outstanding, Beginning \| $ / shares	$ 0.24
Weighted Average Exercise Price, Granted \| $ / shares	0.27
Weighted Average Exercise Price, Exercised \| $ / shares	0.40
Weighted Average Exercise Price, Forfeited/Cancelled \| $ / shares
Weighted Average Exercise Price, Outstanding and Exercisable, Ending \| $ / shares	$ 0.26

Stockholders' Deficit (Details 2) - Warrants [Member]	9 Months Ended
Stockholders' Deficit (Details 2) - Warrants [Member]	Sep. 30, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants Outstanding, Exercise price	$ 0.26
Warrants Outstanding, Number Outstanding \| shares	103,341,735
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 4 days
Warrants Exercisable, Weighted Average Exercise Price	$ 0.26
Warrants Exercisable , Number Exercisable \| shares	103,341,735
Warrants Exercisable, Weighted Average Exercise Price	$ 0.26

Stockholders' Deficit (Details Textual) - USD ($)	1 Months Ended					3 Months Ended		9 Months Ended
Stockholders' Deficit (Details Textual) - USD ($)	Aug. 31, 2018	Jan. 31, 2018	Jan. 29, 2016	Dec. 21, 2015	Feb. 13, 2015	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Stockholders' Deficit (Textual)
Number of shares authorized to issue						320,000,000		320,000,000
Common stock, par value						$ 0.001		$ 0.001		$ 0.001
Common stock, shares authorized						300,000,000		300,000,000		300,000,000
Share based payments								$ 329,857	$ 751,215
Inducement in convection of preferred conversions						$ 2,016,634		2,016,634
Investor deposit						$ 208,428		$ 208,428
August 2018 Equity Raise [Member]
Stockholders' Deficit (Textual)
Common stock shares issued	2,200,000
Common stock shares issued, value	$ 135,825
Debt securities conversion, description	The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,992,570 of principal and $1,028,772 of accrued but unpaid interest of the Company's debt obligations into 45,106,731 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,553,390 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,914,917 in connection with of the debt conversions. See Notes 6, 7 and 8.
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"). In connection with the Initial Closing, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") with 37 accredited investors (the "Purchasers") for aggregate gross proceeds of $1,155,832. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 4,623,328 shares of common stock at $0.25 per share and received warrants to purchase 4,623,328 shares of common stock at an exercise price of $0.30 per share (the "Purchaser Warrants", collectively, the "Securities"). Further, pursuant to the Purchase Agreements, the Company expects to have two additional closings within the next 180 days and has already received commitments for an additional $2,022,996 in capital, bringing the total dollar amount committed to the Offering in excess of $3,000,000.
Warrants to purchase	81,584
Common stock exercise price	$ 0.30
Stock issuances costs	$ 375,082
Preferred stock conversion agreements description	The Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 26,866,582.00 shares of Common Stock at conversion prices equal to $0.19683 per share for Series A and $0.164 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 13,433,305 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations.
Debt Conversion Agreements [Member]
Stockholders' Deficit (Textual)
Debt securities conversion, description								The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,992,570 of principal and $1,028,772 of accrued but unpaid interest of the Company's debt obligations into 45,106,731 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,553,390 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,914,917 in connection with of the debt conversions.
Series A Cumulative Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Convertible preferred stock					100,000
Shares of Series A stated value					$ 100
Dividend payments, description								Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company's option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred.
Conversion price						$ 0.25		$ 0.25				$ 0.164
Accrued dividends						$ 636,772		$ 636,772
Conversion of common stock, description								(i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation.
Series B Cumulative Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Convertible preferred stock				20,000
Shares of Series A stated value				$ 100.00
Preferential dividends rate								6.00%
Dividend payments, description								Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred.
Conversion price						$ 0.30		$ 0.30				$ 0.197
Accrued dividends						$ 118,289		$ 118,289
Conversion of common stock, description								(i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days' prior written notice to the Corporation.
Series D Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Convertible preferred stock			2,100,000
Shares of Series A stated value			$ 100.00
Conversion price			$ 0.25
Conversion of common stock, description			(i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days' prior written notice to the Corporation.
Stock Options [Member]
Stockholders' Deficit (Textual)
Aggregate intrinsic value of options outstanding and exercisable						$ 0		$ 0			$ 0
Share based payments								$ 232,129	$ 463,619
Common Stock [Member]
Stockholders' Deficit (Textual)
Stock issued to consultants for services, shares								610,000
Stock issued to consultants for services, value								$ 116,300
Share based payments								$ 48,889
Common Stock [Member] \| Vendor [Member]
Stockholders' Deficit (Textual)
Restricted common stock issued, shares		18,750
Restricted common stock issued to settle liabilities, value		$ 3,750
Gain on settlement of vendor liabilities		$ 375
Warrant [Member] \| Promissory note [Member]
Stockholders' Deficit (Textual)
Warrants issued								2,425,500
Fair value of warrants								$ 420,456
Warrant [Member] \| Convertible notes [Member]
Stockholders' Deficit (Textual)
Warrants issued								10,481,016
Fair value of warrants								$ 1,284,683
Warrant [Member] \| Notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued								1,563,000
Fair value of warrants								$ 307,808
Warrant [Member] \| Convertible notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued								1,403,500
Fair value of warrants								$ 162,834
Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, par value						$ 0.001		$ 0.001
Preferred stock, shares authorized						20,000,000		20,000,000

Commitments and Contingencies (Details)		3 Months Ended		9 Months Ended
Commitments and Contingencies (Details)	May 05, 2018 USD ($) ft²	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)
Commitments and Contingencies (Textual)
Lease term	5 years
Area of office space \| ft²	2,300
Rent expense		$ 20,557	$ 66,569	$ 146,056	$ 144,425
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

Revision of Prior Year Financial Statements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Current Liabilities
Accrued dividends	$ 1,121,056		$ 1,121,056		$ 1,462,106
Total Current Liabilities	2,603,869		2,603,869		3,687,200
Total Liabilities	2,790,286		2,790,286		7,544,739
Stockholders' Equity
Total Stockholders' Equity	(2,492,539)		(2,492,539)		(7,367,307)
Statement of Operations
Deemed dividend	45,367	$ 74,014	174,232	$ 203,365
Net loss attributable to common stockholders	$ (7,609,293)	$ (3,495,979)	$ (12,243,026)	$ (6,581,239)
Basic and diluted loss per share	$ (0.11)	$ (0.09)	$ (0.25)	$ (0.17)
Statements of Cash Flows Supplementary Disclosure of Non-Cash Investing And Financing Activities
Deemed dividend			$ 127,795	$ 203,365
As Previously Reported [Member]
Current Liabilities
Accrued dividends					472,444
Total Current Liabilities					4,159,644
Total Liabilities					8,017,183
Stockholders' Equity
Total Stockholders' Equity					7,839,751
Statement of Operations
Basic and diluted loss per share		$ (0.07)		$ (0.15)
Adjustment [Member]
Current Liabilities
Accrued dividends					(472,444)
Total Current Liabilities					(472,444)
Total Liabilities					(472,444)
Stockholders' Equity
Total Stockholders' Equity					$ (472,444)
Statement of Operations
Deemed dividend
Net loss attributable to common stockholders		$ (74,014)		$ (203,365)
Basic and diluted loss per share		$ (0.02)		$ (0.02)
Statements of Cash Flows Supplementary Disclosure of Non-Cash Investing And Financing Activities
Deemed dividend				$ 203,365
As Previously Reported after Adoption of ASU 2017-11 [Member]
Statement of Operations
Deemed dividend
Net loss attributable to common stockholders		$ (3,421,965)		$ (6,377,874)
Basic and diluted loss per share		$ (0.09)		$ (0.17)
Statements of Cash Flows Supplementary Disclosure of Non-Cash Investing And Financing Activities
Deemed dividend

Subsequent Events (Details) - USD ($)	1 Months Ended	9 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Subsequent Events (Textual)
Aggregate gross proceeds		$ 299,852	$ 555,000
Subsequent Event [Member]
Subsequent Events (Textual)
Warrants purchase of common stock	644,000
Warrants, exercise price	$ 0.30
Aggregate gross proceeds	$ 161,000
Issuance of common shares for cash	644,000
Common stock, Share price	$ 0.25