Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Mar. 28, 2019	Jun. 30, 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-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Ex Transition Period	false
Entity Public Float			$ 5,400,658
Entity Common Stock, Shares Outstanding		134,256,350

Consolidated Balance Sheet - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash		$ 111,051
Accounts receivable	6,500	1,325
Total Current Assets	6,500	112,376
Property and equipment, net	42,443	48,056
Deferred offering costs	143,146
Security deposit	16,836	17,000
Total Assets	208,925	177,432
Current Liabilities
Cash overdraft	33,573
Accounts payable and accrued liabilities	1,246,207	(472,444)
Demand loan		10,366
Convertible Notes, net of debt discount and issuance costs		96,500
Current portion of capital lease payable		4,732
Note payable - related party, net of debt discount	1,223,073	1,249,000
Note payable, net of debt discount and issuance costs	49,926	689,500
Line of credit - related party		130,000
Line of credit		44,996
Deferred revenue	9,005
Deferred rent	7,800
Total Current Liabilities	2,569,584	(472,444)
Non-current Liabilities:
Deferred rent	6,150
Convertible Notes - related party, net of debt discount	314	1,345,246
Convertible Notes, net of debt discount and issuance costs	123,481	2,512,293
Total Non-current Liabilities	129,945	3,857,539
Total Liabilities	2,699,529	(472,444)
Commitments and contingencies
Stockholders' Deficit
Common stock par value $0.001: 300,000,000 shares authorized; 129,506,802 and 39,520,682 issued and outstanding as of December 31, 2018 and 2017 respectively	129,507	39,521
Additional paid in capital	33,977,295	14,387,247
Accumulated deficit	(36,545,065)	(21,775,107)
Less: Treasury stock, 220,000 and 220,000 shares, respectively	(52,341)	(19,007)
Total Stockholders' Deficit	(2,490,605)	(7,367,307)
Total Liabilities and Stockholders' Deficit	208,925	177,432
Series A Preferred stock
Stockholders' Deficit
Preferred stock value		31
Total Stockholders' Deficit		31
Series B Preferred stock
Stockholders' Deficit
Preferred stock value		8
Total Stockholders' Deficit		$ 8

Consolidated Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 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	129,506,802	39,520,682
Common stock, shares outstanding	129,506,802	39,520,682
Treasury stock, shares	220,000	220,000
Series A Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	31,581
Preferred stock, shares outstanding	0	31,581
Series B Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	8,063
Preferred stock, shares outstanding	0	8,063

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Net revenue	$ 80,898	$ 95,653
Gross margin	80,898	95,653
Operating expenses
Compensation	2,378,664	2,742,459
Consulting fees	1,086,557	996,522
Research and Development	636,180	590,227
General and administrative	1,665,752	1,328,773
Total operating expenses	5,767,153	5,657,981
Loss from operations	(5,686,255)	(5,562,328)
Other income (expenses)
Interest expense	(923,008)	(477,005)
Accretion of debt discount and issuance cost	(2,090,286)	(1,828,027)
Change In derivative liability		(64,346)
Settlement of vendor liabilities	122,886	167,905
Loss on extinguishment of debt	(3,453,137)	(906,531)
Gain (loss) on settlement of debt	16,258	2,079
Impairment of minority investment		(83,333)
Other income (expenses), net	(6,327,287)	(3,189,258)
Loss before income tax provision	(12,013,542)	(8,751,586)
Income tax provision
Net loss	(12,013,542)	(8,751,586)
Deemed dividend	174,232	(297,323)
Inducement expense	2,016,634
Net loss attributable to common shareholders	$ (14,204,408)	$ (297,323)
Per-share data
Basic and diluted loss per share	$ (0.21)
Weighted average number of common shares outstanding	68,369,814	38,601,987

Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Total	Series A Preferred Stock	Series B Preferred Stock	Series D Preferred stock	Common Stock	Treasury Stock	Additional Paid In Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2016	$ (2,908,933)	$ 33	$ 8	$ 1	$ 33,895		$ 10,075,941	$ (13,018,811)
Beginning balance, shares at Dec. 31, 2016		33,314	8,063	914	33,894,582
Conversion of series A to common stock	4,710	$ (2)			$ 1,146		3,566
Conversion of series A to common stock, shares		(1,733)			1,146,307
Conversion of series D to common stock				$ (1)	$ 266		(265)
Conversion of series D to common stock, shares				(914)	266,325
Common stock issued to settle vendor liabilities	185,827				$ 1,179		184,648
Common stock issued to settle vendor liabilities, shares					1,179,107
Stock based compensation	1,248,379				$ 789		1,247,590
Stock based compensation, shares					788,395
Stock warrants issued with note payable	2,487,904						2,487,904
Issuance of common stock for prepaid services	307,427				$ 1,868		305,559
Issuance of common stock for prepaid services, shares					1,867,633
Common stock issued with note payable	82,682				$ 378		82,304
Common stock issued with note payable, shares					378,333
Purchase of treasury stock	(19,007)					$ (19,007)
Purchase of treasury stock, shares						(220,000)
Dividends	(4,710)							(4,710)
Net loss for the year ended	(8,751,586)							(8,751,586)
Ending balance at Dec. 31, 2017	(7,367,307)	$ 31	$ 8		$ 39,521	$ (19,007)	14,387,247	(21,775,107)
Ending balance, shares at Dec. 31, 2017		31,581	8,063		39,520,682	(220,000)
Common stock issued to settle vendor liabilities	3,375				$ 19		3,356
Common stock issued to settle vendor liabilities, shares					18,750
Stock based compensation	547,305				$ 1,636		545,669
Stock based compensation, shares					1,636,981
Stock warrants issued with note payable	1,660,986						1,660,986
Issuance of common stock for prepaid services	116,300				$ 610		115,690
Issuance of common stock for prepaid services, shares					610,000
Common stock issued with note payable	77,487				$ 375		77,112
Common stock issued with note payable, shares					375,000
Purchase of treasury stock	(33,334)					$ (33,334)
Issuance of common stock and warrants in exchange for Series A and accrued dividend	2,200,123	$ (31)			$ 22,250		2,177,904
Issuance of common stock and warrants in exchange for Series A and accrued dividend, shares		(31,581)			22,249,750
Issuance of common stock and warrants in exchange for series B and accrued dividend	469,184		$ (8)		$ 4,617		464,575
Issuance of common stock and warrants in exchange for series B and accrued dividend, shares			(8,063)		4,616,832
Cash received for common stock and warrants	2,787,462				$ 11,150		2,776,312
Cash received for common stock and warrants, shares					11,149,848
Common stock and warrants issued upon conversion of notes payable	11,940,763				$ 45,129		11,895,634
Common stock and warrants issued upon conversion of notes payable, shares					45,128,959
Stock issuance cost	(161,403)				$ 4,200		(165,603)
Stock issuance cost, shares					4,200,000
BCF issued with note payable	38,413						38,413
Inducement expense	(2,016,635)							(2,016,635)
Dividends	(739,782)							(739,782)
Net loss for the year ended	(12,013,542)							(12,013,542)
Ending balance at Dec. 31, 2018	$ (2,490,605)				$ 129,507	$ (52,341)	$ 33,977,295	$ (36,545,066)
Ending balance, shares at Dec. 31, 2018					129,506,802	(220,000)

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,013,542)	$ (8,751,586)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	42,218	38,435
Accretion of debt discount and issuance cost	2,090,286	1,828,027
Share-based compensation	346,954	1,262,377
Gain on settlement of vendor liabilities	(122,886)	(167,905)
Gain on settlement of debt	(16,257)	(2,079)
Impairment of minority investment		83,333
Change in fair value of derivative liability		64,346
Loss on extinguishment of debt	3,610,049	906,531
Changes in operating assets and liabilities:
Prepaid expenses	40,680	10,000
Accounts receivable	(5,175)	(1,325)
Security deposit	164	21,445
Deferred Revenue	9,005
Accounts payable and accrued expenses	1,039,690	855,849
Deferred Rent	6,000
Net Cash Used In Operating Activities	(4,972,814)	(3,852,552)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment	(27,605)	(14,662)
Net Cash Used In Investing Activities	(27,605)	(14,662)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft	33,573
Net proceeds from issuance of notes	791,833	1,441,585
Repayment of notes	(264,939)	(100,000)
Proceeds from issuance of demand loan	50,000
Proceeds from issuance of convertible note	1,525,154	2,201,500
Repayment of convertible notes	(226,250)	(477,777)
Proceeds from issuance of convertible notes - related party	299,852	655,000
Proceeds from issuance of note payable - related party	465,000	529,000
Repayment of note payable - related party	(205,000)	(145,000)
Proceeds from issuance of common stock	2,787,462
Proceeds from issuance of line of credit - related party		130,000
Repayment of line of credit	(44,996)	(199,574)
Cash paid to preferred holder	(87,111)
Cash paid for debt issuance costs	(166,761)	(211,956)
Cash paid for stock issuance costs	(35,115)
Purchase of treasury stock	(33,334)	(19,007)
Net Cash Provided By Financing Activities	4,889,368	3,803,771
Net Change in Cash	(111,051)	(63,443)
Cash - Beginning of Year	111,051	174,494
Cash - End of Year		111,051
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	123,750	353,732
Debt discount on convertible note		1,006,753
Debt discount on related party note payable		198,702
Debt discount on note payable		483,745
Beneficial conversion feature on convertible notes	38,413
Accrued dividends	174,232	217,985
Warrants issued with debt	1,133,820
Issuance of common stock for prepaid services	116,300
Derivative liability ceases to exist		383,993
Conversion of note payable and interest into convertible notes	341,442	765,656
Deferred offering costs	143,146
Issuance of common stock and warrants in exchange for Series A and accrued dividend	2,200,123
Issuance of common stock and warrants in exchange for series B and accrued dividend	469,184
Common stock and warrants issued upon conversion of notes payable	11,940,763
Conversion of note payable - related party and interest into convertible notes - related party		$ 801,026

Organization and Operations	12 Months Ended
Organization and Operations	Dec. 31, 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

12 Months Ended

Dec. 31, 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 - Interim Financial Information

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

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 December 31, 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 improvements		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.

Investments - Cost Method, Equity Method and Joint Venture

In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock.

On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest was accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333 during the year ended December 31, 2017.

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

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

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

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

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

Revenue Recognition

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

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

We determine revenue recognition through the following steps:

●

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

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

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

●

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

Revenue disaggregated by revenue source for the years ended December 31, 2018 and 2017 consists of the following:

	Year Ended December 31,
	2018		2017
Branded content	$	60,485		14,190
Affiliate sales		11,553		10,016
Other revenue		8,860		71,447
	$	80,898	$	95,653

Branded Content

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

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

●

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

●

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

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

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The Client pays 50% at signing and 50% upon completion

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

Affiliate sales

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

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2018, the Company had deferred revenue of $9,005. The Company will typically record this as revenue within the next three months as the performance obligations are met.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the years ended December 31, 2018 and 2017.

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 year ended December 31, 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 December 31, 2018 and 2017:

	December 31, 2018		December 31, 2017
Series A Preferred stock		-		192,567
Series B Preferred stock		-		40,929
Options		17,649,990		17,749,990
Warrants		110,859,062		46,193,779
Convertible notes - related party		2,889		7,080,128
Convertible notes		839,764		17,749,990
Totals		129,351,705		88,773,887

Reclassifications

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

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 did not have a material effect on its financial position or results of operations or cash flows.

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 versus 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.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 did not have a material effect on its financial position or results of operations or cash flows.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material effect on its financial position or results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not have a material effect on its financial position or results of operations or cash flows.

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations or cash flows.

Recent Accounting Guidance Not Yet Adopted

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

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	12 Months Ended
Going Concern	Dec. 31, 2018
Going Concern [Abstract]
Going Concern	Note 3 – Going Concern The Company’s 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 consolidated financial statements, the Company had an accumulated deficit at December 31, 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, or April 1, 2020. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The 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

12 Months Ended

Dec. 31, 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:

	December 31, 2018			December 31, 2017
Computer Equipment	$	223,574		$	234,315
Furniture and Fixtures		61,803			61,803
Leasehold Improvements		25,446			-
		310,823			296,118
Less: Accumulated Depreciation		(268,380	)		(248,062	)
	$	42,443		$	48,056

Depreciation expense was $42,218 and $38,435 for the year ended December 31, 2018 and 2017, respectively.

Line of Credit

12 Months Ended

Dec. 31, 2018

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

Line of Credit

Note 5 – Line of Credit

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

	Outstanding Balances as of
	December 31, 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 December 31, 2018 and 2017 was $0 and $44,996, respectively.

Notes Payable

12 Months Ended

Dec. 31, 2018

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

Notes Payable

Note 6 – Notes Payable

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

	Outstanding Principal as of										Warrants
	December 31, 2018			December 31, 2017			Interest Rate			Maturity Date	Quantity		Exercise Price
The February 2017 Offering	$	-		$	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		50,000			-			6	%	August 2018		300,000		-
		50,000			700,000
Less: Debt Discount		-			(10,500	)
Less: Debt Issuance Costs		(74	)		-
	$	49,926		$	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 year ended December 31, 2018, the Company entered into three forbearance agreement whereby the Company issued the remaining investors of The February 2017 Offering five-year warrants to purchase 500,000 shares of the Company’s common stock at a purchase price of $0.20 per share. These warrants had a fair value of $ 70,219 which was recorded to loss on extinguishment of debt. The new maturity date of the February 2017 Loan Agreements were from July to September of 2018.

During the year ended December 31, 2018 the Company has repaid $131,606 of principal and $45,931 of unpaid interest. In addition, during the year ended December 31, 2018, the Company converted $268,394 of principal and $21,620 of unpaid interest into 1,444,867 shares of common stock. Upon conversion of the notes, the Company also issued 722,434 warrants with a grant date fair value of $104,124 which is recorded in Other income (expense) on the accompanying 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 year ended December 31, 2018 the Company repaid $50,000 principal and the debtor forgave the interest of $4,424, which was recorded as a gain on forgiveness of debt on the accompanying consolidated statement of operations.

The July 2017 Loan Agreement

On July 21, 2017, the Company entered into a loan agreement (the “July 2017 Loan Agreement”) with an individual (the “July 2017 Lender”), the July 2017 Lender issued the Company a promissory note of $100,000 (the “July 2017 Note”). Pursuant to the July 2017 Loan Agreement, the July 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the July 2017 Loan Agreement, the Company issued the July 2017 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 July 2017 Note was April 21, 2017 (the “July 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2017 Note were due. On September 28, 2017, the July 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.

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”). 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”). 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 exchanged for a convertible note under 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 “May 2018 Investors”) for aggregate gross proceeds of $608,500.

The May 2018 Offering consisted of a maximum of $1,200,000 of units of the Company’s securities (each, a “May 2018 Unit” and collectively, the “May 2018 Units”), with each May 2018 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. During August 2018, the Company converted all outstanding principal unpaid interest into the August 2018 equity raise.

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 December 31, 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.

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.

During the year ended December 31, 2018 the Company has repaid $50,000 of principal and $1,700 of unpaid interest.

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 December 31, 2018. On September 7, 2018 the Company has repaid $33,333 in principal.

Convertible Note Payable

12 Months Ended

Dec. 31, 2018

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

Convertible Note Payable

Note 7 – Convertible Note Payable

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

	Outstanding Principal as of													Warrants
	December 31, 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		-			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		-			-			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
		150,000			3,140,384
Less: Debt Discount		(17,280	)		(452,022	)
Less: Debt Issuance Costs		(9,239	)		(79,569	)
		123,481			2,608,793
Less: Current Debt		-			(96,500	)
Total Long-Term Debt	$	123,481		$	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 accrued interest at a rate of 10% per annum and matured 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 year December 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 accrued interest at 12% per annum and matured 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 paid these notes and is no longer in default.

The July 2017 Convertible Offering

During the month of July 2017, the Company entered into Securities Purchase Agreements and conducted closings of a private placement offering (the “July 2017 Convertible Note Offering”) of the Company’s securities for aggregate gross proceeds of $445,000. In aggregate, the Company entered into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the “Debentures”) and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company’s common stock, par value $0.001 per share. The Warrants were immediately exercisable upon issuance at an exercise price of $0.20 per share, subject to adjustment, and expire five years from the date of issuance. The accredited investors also received a total of 245,000 shares of the Company’s common stock as inducement for participating in the July 2017 Convertible Note Offering (the “Consideration Shares”).

During September 8, 2017 through September 13, 2017, the Company redeemed the 8.5% Convertible Redeemable Debentures by paying the three accredited investors an aggregate $606,812 representing 117.5% of the principal along with interest. Pursuant to such redemption, the Debentures are no longer in full force and effect.

The Company also repurchased 220,000 consideration shares of one of the accredited investors for $19,007, cancelling the accredited investor’s Consideration Shares.

Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black Scholes model at the issuance date and the period end. The conversion feature of The July 2017 Convertible Offering issued during the year ended December 31, 2017, gave rise to a derivative liability of $332,942 which was recorded as a debt discount. The debt discount is charged to accretion of debt discount and issuance cost ratably over the term of the convertible note.

The Company recorded an $78,823 debt discount relating to 778,750 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 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 “August 2017 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 “August 2017 Unit” and collectively, the “August 2017 Units”), with each August 2017 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 year ended December 31, 2018, the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below).

During the year ended December 31, 2018 the Company has repaid $114,000 of principal and $18,410 of unpaid interest.

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 year ended December 31, 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 year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2018 Investors”) for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company’s short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 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 “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $0.20 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $0.20 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.

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

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

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

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

During the year ended December 31, 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 year ended December 31, 2018, the Company exchanged $68,761 of principal and $7,212 of unpaid interest pursuant to 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 year ended December 31, 2018 the Company has repaid $40,750 of principal and $3,548 of unpaid interest.

The March 2018 Convertible Note Offering

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

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

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

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

During the year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

Related Party Loans

12 Months Ended

Dec. 31, 2018

Related Party Loans [Abstract]

Related Party Loans

Note 8 – Related Party Loans

Convertible notes

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

	Outstanding Principal as of										Warrants
	December 31, 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		(72	)		(170,780	)
Less: Debt Issuance Costs		-			-
		328			1,345,246
Less: Current Debt		-			-
Total Long-Term Debt	$	328		$	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 “August 2017 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, an “August 2017 Unit” and collectively, the “August 2017 Units”), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “August 2017 Note” and together the “August 2017 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 August 2017 Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the August 2017 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 year ended December 31, 2018, the Company converted $1,416,026 of principal and $202,362 of unpaid interest pursuant to 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 year ended December 31, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the note is no longer outstanding.

The February 2018 Convertible Note Offering

During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “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 “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Note” and together the “February 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a 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 February 2018 Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The February 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018Notes 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 year ended December 31, 2018, the Company converted $25,000 of principal and $2,219 of unpaid interest pursuant to 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 December 31, 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 year ended December 31, 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 year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $239,400.

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

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

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

During the year ended December 31, 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 December 31, 2018 and 2017 is as follows:

	Outstanding Principal as of									Warrants
	December 31, 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		56,695			-		6	%	August 17, 2018		30,000		0.20
The July 2018 Schiller Loan Agreements		40,000			-		6	%	August 17, 2018		150,000		0.20
The December 2018 Gravitas Loan Agreement		50,000			-		6	%	January 22, 2019		50,000		0.30
The December 2018 Rosen Loan Agreement		75,000			-		6	%	January 26, 2019		75,000		0.30
		1,231,695			1,249,000
Less: Debt Discount		(8,125	)		-
		1,223,570
Less: Current Debt		(1,223,570	)		-
	$	-		$	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 $124,306 (the “May 2016 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company executed an agreement to further extend the maturity date of this loan to May 15, 2019.

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 year December 31, 2018, the Company converted $224,000 of principal and $20,496 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding.

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 year ended December 31, 2018 the Company repaid $25,000 in principal and $637 in interest and the loan is no longer outstanding.

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 Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal 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 was 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 became due. During the year ended December 31, 2018, the Company repaid $60,000 in principal and $200 in interest and the loan is no longer outstanding.

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 Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal 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 became due. During the year ended December 31, 2018, the Company repaid $40,000 in principal and $105 in interest and the loan is non longer outstanding.

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 year ended December 31, 2018, the Company repaid $10,000 in principal and $260 in interest and the loan is no longer outstanding.

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 year ended December 31, 2018, the Company repaid $15,000 in principal and $365 in interest and the loan is no longer outstanding.

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 year ended December 31, 2018, the Company repaid $10,000 in principal and $230 in interest and the loan is no longer outstanding.

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”).

During the year ended December 31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding.

The June 2018 Frommer Loan Agreement

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

The First July 2018 Schiller Loan Agreement

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

The Second July 2018 Schiller Loan Agreement

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

The First July 2018 Rosen Loan Agreements

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

The Second July 2018 Rosen Loan Agreements

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

The November 2018 Rosen Loan Agreement

On November 29, 2018, the Company entered into a loan agreement (the “November 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $25,000 (the “November 2018 Rosen Note”). As additional consideration for entering in the November 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the November 2018 Rosen Loan Agreement, the November 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of December 23, 2018 (the “November 2018 Rosen Maturity Date”).

During the year ended December 31, 2018, the Company repaid $25,000 of principal and $33 of unpaid interest and the loan is no longer outstanding.

The December 2018 Rosen Loan Agreement

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

The December 2018 Gravitas Capital Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the “December 2018 Gravitas Capital Note”). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019 (the “December 2018 Gravitas Capital Maturity Date”). On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019.

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 year ended December 31, 2018, the Company exchanged $130,000 of principal and $30,626 of unpaid interest on the Grawin LOC into the August 2018 Equity Raise (as defined below).

As of December 31, 2018 and 2017 the total outstanding balance of line of credit - related party was $0 and $130,000, respectively.

Demand loan

On June 6, 2018, Rosen 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.

Officer compensation

During the years ended December 31, 2018 and 2017 the Company paid $109,407 and $132,792, respectively for living expenses for officers of the Company.

Capital Leases Payable

12 Months Ended

Dec. 31, 2018

Capital Leases Payable [Abstract]

Capital Leases Payable

Note 9 – Capital Leases Payable

Capital lease obligation consisted of the following:

		December 31, 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

Derivative Liabilities

12 Months Ended

Dec. 31, 2018

Derivative Liabilities [Abstract]

Derivative Liabilities

Note 10 – Derivative Liabilities

The Company has identified derivative instruments arising from embedded conversion features in the Company’s convertible notes payable at December 31, 2017. The Company had no financial assets measured at fair value on a recurring basis as of December 31, 2018 and 2017.

The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the date of issuance and for the convertible notes during the year ended December 31, 2017.

	Low			High
Annual dividend rate		0	%		0	%
Expected life		0.58			0.75
Risk-free interest rate		1.11	%		1.16	%
Expected volatility		90.71	%		93.55	%

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the expected term.

Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes.

The following are the changes in the derivative liabilities during the year ended December 31, 2017.

	Year Ended December 31, 2017
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2017	$	-	$	-	$	-
Addition		-		-		332,942
Conversion		-		-
Extinguishment Expense						(397,288	)
Gain on changes in fair value		-		-		64,346
Derivative liabilities as December 31, 2017	$	-	$	-	$	-

There was no derivative liability activity during the year ended December 31, 2018.

Stockholders' Deficit

12 Months Ended

Dec. 31, 2018

Stockholders' Deficit [Abstract]

Stockholders' Deficit

Note 11 - 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.

During the years ended December 31, 2018 and 2017, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A.

During the year ended December 31, 2018 the Company converted the remaining Series A into the August 2018 Equity Raise. See below.

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.

During the years ended December 31, 2018 and 2017, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B.

During the years ended December 31, 2018 and 2017, the Company issued 0 shares of Series B upon conversion of interest totaling $0.

During the year ended December 31, 2018 the Company converted the remaining Series B into the August 2018 Equity Raise. See below.

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.

During the year ended December 31, 2017, the Company converted 914 shares of Series D into 266,325 shares of common stock.

Common Stock

On January 30, 2017, the Company issued 947,440 shares of its restricted common stock to settle outstanding vendor liabilities of $353,732. In connection with this transaction the company also recorded a gain on settlement of vendor liabilities of $167,905.

On February 7, 2017, the Company issued 1,767,633 shares of its restricted common stock to consultants in exchange for services at a fair value of $293,427.

On February 1, 2017, the Company issued 800,000 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities.

On February 13, 2017, the Company issued 133,333 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities.

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 year ended December 31, 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 year ended December 31, 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 August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the “Purchase Agreements”) for aggregate gross proceeds of $2,787,462. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 11,149,848 shares of common stock at $0.25 per share and received warrants to purchase 11,149,848 shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”).

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

In connection with the August 2018 Equity Raise, the Company will issue 2,200,000 shares of Common Stock, will pay fees of $161,406 and will grant warrants to purchase 139,984 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 $536,342 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 $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company’s debt obligations into 45,128,959 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 22,564,504 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 $2,913,934 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.

The assumptions used for options granted during the year ended December 31, 2018 and 2017 are as follows:

	December 31, 2018	December 31, 2017
Exercise price	0.30-0.75	0.16-0.75
Expected dividends	0%	0%
Expected volatility	93.64%-116.27%	86.62% - 92.14%
Risk free interest rate	2.2%-2.56	1.74% - 2.10%
Expected life of option	3.6 - 4.3 years	5 years

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

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2016 – outstanding		2,250,000		$	0.34		4.38
Granted		15,499,990			0.43		5.00
Exercised		-			-		-
Cancelled/Modified		(100,000	)		0.40		-
Balance – December 31, 2017 – outstanding		17,649,990			0.42		4.27
Balance – December 31, 2017 – exercisable		8,983,322			0.27		4.15

Balance – December 31, 2017 – outstanding		17,649,990			0.42		4.27
Granted		-			-		-
Exercised		-			-		-
Cancelled/Modified		-			-		-
Balance – December 31, 2018 – outstanding		17,649,990			0.42		3.27
Balance – December 31, 2018 – exercisable		15,316,654		$	0.36		3.25

During the year ended December 31, 2018 the Company granted options of 500,000 to consultants. As of the date of this filing the company has not issued these options.

At December 31, 2018, 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 $320,564 and $1,092,970, for the year ended December 31, 2018 and 2017, respectively.

The following is a summary of the Company’s stock options granted during the year ended December 31, 2018:

Options				Value				Purpose for Grant
	700,000			$	56,495			Service Rendered

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 year ended December 31, 2018 are as follows:

	December 31, 2018	December 31, 2017
Exercise price	$0.20-0.30	$0.20-0.30
Expected dividends	0%	0%
Expected volatility	92.14%-109.54%	96.76%-102.21%
Risk free interest rate	1.64%-3.09%	1.63%-2.26%
Expected life of warrant	4 - 5 years	5 years

Warrant Activities

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

	Warrants		Weighted Average Exercise Price

Outstanding and Exercisable – December 31, 2016		15,541,666	$	0.36
Granted		30,652,113		0.20
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding – December 31, 2017		46,193,779		0.25
Granted		64,665,283		0.27
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding and Exercisable – December 31, 2018		110,859,062	$	0.27

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.27		110,859,062		3.84		0.27		110,819,062		0.27

During the year ended December 31, 2017, a total of 5,811,360 warrants were issued with promissory notes (See Note 6 above). In addition, the placement agent was granted a total of 487,755 warrants to purchase common stock. The warrants have a grant date fair value of $1,189,235 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2017, a total of 16,597,719 warrants were issued with convertible notes (See Note 7 above). In addition, the placement agent was granted a total of 12,150 warrants to purchase common stock. The warrants have a grant date fair value of $1,472,161 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2017, a total of 345,500 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $38,109 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2017, a total of 7,115,129 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $680,037 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 2018, a total of 2,962,884 warrants were issued with promissory notes (See Note 6 above). The warrants have a grant date fair value of $501,268 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 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 year ended December 31, 2018, a total of 2,530,242 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $429,340 using a Black-Scholes option-pricing model and the above assumptions.

During the year ended December 31, 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 year ended December 31, 2018, a total of 47,287,641 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $6,418,381 using a Black-Scholes option-pricing model and the above assumptions.

Stock Incentive Plan

On December 9, 2015, Jerrick adopted the 2015 Stock Incentive and Award Plan (the “Plan”) which will provide for the issuance of up to 18,000,000 shares of the Company’s Common Stock.

The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Company’s business.

Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. Upon recommendation from the Compensation Committee, the board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our Common Stock.

The provisions of each option granted need not be the same with respect to each option recipient. Option recipients shall enter into award agreements with us, in such form as the board shall determine.

The Plan shall be administered by the Compensation Committee consisting of two or more independent, non-employee and outside directors. In the absence of such a Committee, the Board of the Company shall administer the Plan.

Each Option shall contain the following material terms:

(i)

the purchase price of each share of Common Stock with respect to Incentive Options shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Jerrick, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Jerrick, the exercise price shall be at least 110% of the Fair Market Value;

(ii)

The purchase price of each share of Common Stock purchasable under a Non-qualified Option shall be at least 100% of the Fair Market Value of such share of Common Stock on the date the Non-qualified Option is granted, unless the Committee, in its sole and absolute discretion, determines to set the purchase price of such Non-qualified Option below Fair Market Value.

(iii)

the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than five (5) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Jerrick, the Incentive Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;

(iv)

subject to acceleration in the event of a Change of Control of the Jerrick (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Jerrick through the four (4) year anniversary of the date on which the Option was granted;

(v)

no Option is transferable, and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and

(vi)

with respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000.

Each award of Restricted Stock is subject to the following material terms:

(i)

no rights to an award of Restricted Stock are granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Compensation Committee;

(ii)

Restricted Stock shall not be delivered until they are free of any restrictions specified by the Compensation Committee at the time of grant;

(iii)

recipients of Restricted Stock have the rights of a stockholder of the Jerrick as of the date of the grant of the Restricted Stock;

(iv)

shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated; and

(v)

the Restricted Stock is not transferable until the date on which the Compensation Committee has specified such restrictions have lapsed.

Commitments and Contingencies

12 Months Ended

Dec. 31, 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.

Total future minimum payments required under the lease as of December 31, 2018 are as follows:

Twelve Months Ending December 31,
2019	$	75,358
2020		79,281
2021		83,321
2022		88,528
2023		53,935
Total	$	380,423

Rent expense for the years ended December 31, 2018 and 2017 was $179,186 and $146,056 respectively.

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Taxes [Abstract]

Income Taxes

Note 12 – Income Taxes

Components of deferred tax assets are as follows:

	December 31, 2018			December 31, 2017
Net deferred tax assets – Non-current:
Depreciation	$	14,168		$	10,500
Stock based compensation		533,187			350,622
Expected income tax benefit from NOL carry-forwards		3,413,650			1,953,856
Less valuation allowance		(3,961,005	)		(2,314,978	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Consolidated Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Year Ended December 31, 2018			For the Year Ended December 31, 2017

Federal statutory income tax rate		21.0	%		21.0	%
State tax rate, net of federal benefit		6.5	%		6.3	%

Change in valuation allowance on net operating loss carry-forwards		(27.5	)%		(27.3	)%

Effective income tax rate		0.0	%		0.0	%

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2018 and 2017. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2018 and 2017.

As of December 31, 2018, the Company had approximately $12.5 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company’s deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act.

Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 13 – Subsequent Events Subsequent to December 31, 2018 the company concluded the August 2018 Equity Raise. In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the “Purchase Agreements) with an additional 25 accredited investors (the “Purchasers”) for aggregate gross proceeds of $581,829. Pursuant to the Purchase Agreements, the Purchasers purchased an aggregate of 2,727,320 shares of common stock at $0.25 per share and received warrants to purchase 2,727,320 shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”). Subsequent to December 31, 2018 the company entered into four promissory note agreements with related parties. The Company received proceeds of $380,000. As additional consideration for entering in the promissory note agreements, the investors were granted a total of 417,500 warrants to purchase the Company’s common stock. Subsequent to December 31, 2018 the company entered into eight convertible promissory note agreements. The Company received proceeds of $655,000. As additional consideration for entering in the convertible promissory note agreements, the investors were granted a total of 864,600 warrants to purchase the Company’s common stock. Subsequent to December 31, 2018, the Company filed a tender offer statement on Schedule TO with the SEC, relating to the offer by the Company to holders of certain of the Company's outstanding warrants, each with an exercise price of $0.20, to receive an aggregate of 61,832,962 shares of the Company's Common Stock, by agreeing to receive thirty-three thousand three-hundred thirty-three (33,333) shares of Common Stock in exchange for every one-hundred thousand (100,000) warrants tendered by the holders of these warrants. As of the date of this filing, this tender offer by the Company remains open. On January 31, 2019, Mr. Rick Schwartz informed the Board of Directors (the “Board”) of Jerrick Media Holdings, Inc. (the “Company”), that he was resigning as the Company’s President, effective immediately. Mr. Schwartz’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Schwartz will continue on as an employee of the Company in the capacity of senior advisor. On January 31, 2019, the Board appointed Mr. Justin Maury as the Company’s new President. Mr. Maury has been with the Company since 2013 as an employee of the Company and previously led the Company’s product development.

Significant and Critical Accounting Policies and Practices (Policies)

12 Months Ended

Dec. 31, 2018

Significant and Critical Accounting Policies and Practices [Abstract]

Basis of Presentation - Interim Financial Information

Basis of Presentation - Interim Financial Information

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

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 December 31, 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 improvements		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.

Investments - Cost Method, Equity Method and Joint Venture

Investments - Cost Method, Equity Method and Joint Venture

In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock.

On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest was accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333 during the year ended December 31, 2017.

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

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

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

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

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

Revenue Recognition

Revenue Recognition

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

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

We determine revenue recognition through the following steps:

●

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

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

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

●

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

Revenue disaggregated by revenue source for the years ended December 31, 2018 and 2017 consists of the following:

	Year Ended December 31,
	2018		2017
Branded content	$	60,485		14,190
Affiliate sales		11,553		10,016
Other revenue		8,860		71,447
	$	80,898	$	95,653

Branded Content

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

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

●

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

●

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

●

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

●

The Client pays 50% at signing and 50% upon completion

●

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

Affiliate sales

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

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2018, the Company had deferred revenue of $9,005. The Company will typically record this as revenue within the next three months as the performance obligations are met.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the years ended December 31, 2018 and 2017.

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

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

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 year ended December 31, 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 December 31, 2018 and 2017:

	December 31, 2018		December 31, 2017
Series A Preferred stock		-		192,567
Series B Preferred stock		-		40,929
Options		17,649,990		17,749,990
Warrants		110,859,062		46,193,779
Convertible notes - related party		2,889		7,080,128
Convertible notes		839,764		17,749,990
Totals		129,351,705		88,773,887

Reclassifications

Reclassifications

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

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 did not have a material effect on its financial position or results of operations or cash flows.

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 versus 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.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 did not have a material effect on its financial position or results of operations or cash flows.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material effect on its financial position or results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not have a material effect on its financial position or results of operations or cash flows.

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations or cash flows.

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

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)

12 Months Ended

Dec. 31, 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 lives

		Estimated Useful Life (Years)

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

Schedule of revenue disaggregated by revenue

	Year Ended December 31,
	2018		2017
Branded content	$	60,485		14,190
Affiliate sales		11,553		10,016
Other revenue		8,860		71,447
	$	80,898	$	95,653

Schedule of common stock equivalents

	December 31, 2018		December 31, 2017
Series A Preferred stock		-		192,567
Series B Preferred stock		-		40,929
Options		17,649,990		17,749,990
Warrants		110,859,062		46,193,779
Convertible notes - related party		2,889		7,080,128
Convertible notes		839,764		17,749,990
Totals		129,351,705		88,773,887

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property and Equipment [Abstract]

Schedule of property and equipment

	December 31, 2018			December 31, 2017
Computer Equipment	$	223,574		$	234,315
Furniture and Fixtures		61,803			61,803
Leasehold Improvements		25,446			-
		310,823			296,118
Less: Accumulated Depreciation		(268,380	)		(248,062	)
	$	42,443		$	48,056

Line of Credit (Tables)

12 Months Ended

Dec. 31, 2018

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

Schedule of line of credit

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

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2018

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

Schedule of notes payable

	Outstanding Principal as of										Warrants
	December 31, 2018			December 31, 2017			Interest Rate			Maturity Date	Quantity		Exercise Price
The February 2017 Offering	$	-		$	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		50,000			-			6	%	August 2018		300,000		-
		50,000			700,000
Less: Debt Discount		-			(10,500	)
Less: Debt Issuance Costs		(74	)		-
	$	49,926		$	689,500

Convertible Note Payable (Tables)

12 Months Ended

Dec. 31, 2018

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

Schedule of convertible notes payable

	Outstanding Principal as of													Warrants
	December 31, 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		-			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		-			-			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
		150,000			3,140,384
Less: Debt Discount		(17,280	)		(452,022	)
Less: Debt Issuance Costs		(9,239	)		(79,569	)
		123,481			2,608,793
Less: Current Debt		-			(96,500	)
Total Long-Term Debt	$	123,481		$	2,512,293

(*)

As subject to adjustment as further outlined in the notes

Related Party Loans (Tables)

12 Months Ended

Dec. 31, 2018

Related Party Loans [Abstract]

Schedule of convertible notes payable - related party

	Outstanding Principal as of										Warrants
	December 31, 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		(72	)		(170,780	)
Less: Debt Issuance Costs		-			-
		328			1,345,246
Less: Current Debt		-			-
Total Long-Term Debt	$	328		$	1,345,246

Schedule of notes payable - related party

	Outstanding Principal as of									Warrants
	December 31, 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		56,695			-		6	%	August 17, 2018		30,000		0.20
The July 2018 Schiller Loan Agreements		40,000			-		6	%	August 17, 2018		150,000		0.20
The December 2018 Gravitas Loan Agreement		50,000			-		6	%	January 22, 2019		50,000		0.30
The December 2018 Rosen Loan Agreement		75,000			-		6	%	January 26, 2019		75,000		0.30
		1,231,695			1,249,000
Less: Debt Discount		(8,125	)		-
		1,223,570
Less: Current Debt		(1,223,570	)		-
	$	-		$	1,249,000

Capital Leases Payable (Tables)

12 Months Ended

Dec. 31, 2018

Capital Leases Payable [Abstract]

Schedule of capital lease obligation

		December 31, 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

Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Derivative Liabilities [Abstract]

Schedule of fair value of the derivative liability

	Low			High
Annual dividend rate		0	%		0	%
Expected life		0.58			0.75
Risk-free interest rate		1.11	%		1.16	%
Expected volatility		90.71	%		93.55	%

Schedule of changes in derivative liabilities

	Year Ended December 31, 2017
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2017	$	-	$	-	$	-
Addition		-		-		332,942
Conversion		-		-
Extinguishment Expense						(397,288	)
Gain on changes in fair value		-		-		64,346
Derivative liabilities as December 31, 2017	$	-	$	-	$	-

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5580258-113959

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41620-113959

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41638-113959

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41678-113959

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=109980867&loc=d3e41641-113959

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579240-113959

+ Details

Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2018

Stock Options [Member]

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

Summary of assumptions used for options and warrants granted

	December 31, 2018	December 31, 2017
Exercise price	0.30-0.75	0.16-0.75
Expected dividends	0%	0%
Expected volatility	93.64%-116.27%	86.62% - 92.14%
Risk free interest rate	2.2%-2.56	1.74% - 2.10%
Expected life of option	3.6 - 4.3 years	5 years

Summary of stock option and warrant activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Balance – December 31, 2016 – outstanding		2,250,000		$	0.34		4.38
Granted		15,499,990			0.43		5.00
Exercised		-			-		-
Cancelled/Modified		(100,000	)		0.40		-
Balance – December 31, 2017 – outstanding		17,649,990			0.42		4.27
Balance – December 31, 2017 – exercisable		8,983,322			0.27		4.15

Balance – December 31, 2017 – outstanding		17,649,990			0.42		4.27
Granted		-			-		-
Exercised		-			-		-
Cancelled/Modified		-			-		-
Balance – December 31, 2018 – outstanding		17,649,990			0.42		3.27
Balance – December 31, 2018 – exercisable		15,316,654		$	0.36		3.25

Summary of stock options granted

Options				Value				Purpose for Grant
	700,000			$	56,495			Service Rendered

Warrants [Member]

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

Summary of assumptions used for options and warrants granted

	December 31, 2018	December 31, 2017
Exercise price	$0.20-0.30	$0.20-0.30
Expected dividends	0%	0%
Expected volatility	92.14%-109.54%	96.76%-102.21%
Risk free interest rate	1.64%-3.09%	1.63%-2.26%
Expected life of warrant	4 - 5 years	5 years

Summary of stock option and warrant activity

	Warrants		Weighted Average Exercise Price

Outstanding and Exercisable – December 31, 2016		15,541,666	$	0.36
Granted		30,652,113		0.20
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding – December 31, 2017		46,193,779		0.25
Granted		64,665,283		0.27
Exercised		-		-
Forfeited/Cancelled		-		-
Outstanding and Exercisable – December 31, 2018		110,859,062	$	0.27

Summary of outstanding and exercisable

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.27		110,859,062		3.84		0.27		110,819,062		0.27

- Definition

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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies [Abstract]

Schedule of future minimum lease payments

Twelve Months Ending December 31,
2019	$	75,358
2020		79,281
2021		83,321
2022		88,528
2023		53,935
Total	$	380,423

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Taxes [Abstract]

Schedule of components of deferred tax assets

	December 31, 2018			December 31, 2017
Net deferred tax assets – Non-current:
Depreciation	$	14,168		$	10,500
Stock based compensation		533,187			350,622
Expected income tax benefit from NOL carry-forwards		3,413,650			1,953,856
Less valuation allowance		(3,961,005	)		(2,314,978	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Schedule of reconciliation of the federal statutory income tax rate

	For the Year Ended December 31, 2018			For the Year Ended December 31, 2017

Federal statutory income tax rate		21.0	%		21.0	%
State tax rate, net of federal benefit		6.5	%		6.3	%

Change in valuation allowance on net operating loss carry-forwards		(27.5	)%		(27.3	)%

Effective income tax rate		0.0	%		0.0	%

Organization and Operations (Details)	Feb. 05, 2016 shares
Kent Campbell [Member]
Organization and Operations (Textual)
Cancelled of common stock	781,818
Jerrick Ventures, Inc. [Member] \| Series A Convertible Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	33,415
Jerrick Ventures, Inc. [Member] \| Series B Convertible Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	8,064
Great Plains Holdings, Inc. [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	28,500,000

Significant and Critical Accounting Policies and Practices (Details)	12 Months Ended
	Dec. 31, 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)	12 Months Ended
	Dec. 31, 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) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	$ 80,898	$ 95,653
Branded content [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	60,485	14,190
Affiliate sales [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	11,553	10,016
Other revenue [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	$ 8,860	$ 71,447

Significant and Critical Accounting Policies and Practices (Details 3) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	129,351,705	88,773,887
Series A Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total		192,567
Series B Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total		40,929
Convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	839,764	17,749,990
Convertible notes - related party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	2,889	7,080,128
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	17,649,990	17,749,990

Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($)		12 Months Ended
	Jan. 02, 2013	Dec. 31, 2018	Dec. 31, 2017
Significant and Critical Accounting Policies and Practices (Textual)
Investments minority interest	$ 83,333
Description of investments cost method equity method and joint venture		The Company holds 50% or less of the common stock or in-substance common stock.
Impairment of minority investment			$ 83,333
Deferred revenue		9,005
Minimum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging		$ 1,000
Affiliate sales percentage		2.00%
Maximum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging		$ 15,000
Affiliate sales percentage		20.00%
Securities purchase agreement [Member]
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 ($)	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 310,823	$ 296,118
Less: Accumulated Depreciation	(268,380)	(248,062)
Property and equipment, net	42,443	48,056
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	223,574	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 ($)	12 Months Ended
Property and Equipment (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property and Equipment (Textual)
Depreciation	$ 42,218	$ 38,435

Line of Credit (Details) - USD ($)	Dec. 31, 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		$ 44,996

Line of Credit (Details Textual) - USD ($)	1 Months Ended
Line of Credit (Details Textual) - USD ($)	Mar. 19, 2009	Dec. 31, 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			$ 44,996

Notes Payable (Details) - USD ($)		1 Months Ended	12 Months Ended
Notes Payable (Details) - USD ($)	Nov. 08, 2018	Oct. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Note payable, Outstanding Principal			$ 49,926	$ 689,500
Warrants, Quantity		644,000
Warrants, Exercise Price		$ 0.30	$ 0.20
Less: Debt Discount				(10,500)
Less: Debt Issuance Costs			(74)
Notes Payable			49,926	689,500
The February 2017 Offering [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal				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]
Debt Instrument [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]
Debt Instrument [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]
Debt Instrument [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]
Debt Instrument [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]
Debt Instrument [Line Items]
Note payable, Outstanding Principal			$ 50,000
Interest Rate			6.00%
Interest and principal both due date	Mar. 07, 2019		Aug. 31, 2018
Warrants, Quantity	204,051		300,000
Warrants, Exercise Price

Notes Payable (Details Textual) - USD ($)				1 Months Ended								4 Months Ended	12 Months Ended
Notes Payable (Details Textual) - USD ($)	Nov. 08, 2018	Mar. 14, 2018	Jun. 12, 2017	Oct. 30, 2018	May 31, 2018	Nov. 29, 2017	Nov. 28, 2017	Jul. 21, 2017	Mar. 17, 2017	Feb. 28, 2017	Feb. 28, 2017	Nov. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Notes Payable (Textual)
Warrants purchase of common stock				644,000
Warrant exercisable price, per share				$ 0.30									$ 0.20
Warrant term													5 years
Aggregate gross proceeds of common stock													$ 1,155,832
Repaid principal													264,939	$ 100,000
Debt discount														10,500
Principal payments													50,000
Unpaid interest													17,000
Aggregate gross proceeds				$ 161,000									791,833	1,441,585
Debt discount														10,500
Loss on extinguishment of debt													$ (3,453,137)	$ (906,531)
July 2018 Loan Agreement [Member]
Notes Payable (Textual)
Maturity date	Mar. 07, 2019												Aug. 31, 2018
Interest Rate													6.00%
Warrants purchase of common stock	204,051												300,000
Warrant exercisable price, per share
Warrant term													4 years
Aggregate gross proceeds													$ 100,000
Conversion price per share													$ 0.20
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 ''May 2018 Unit'' and collectively, the ''May 2018 Units''), with each May 2018 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
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					$ 100,000
Maturity date			Sep. 01, 2017					Apr. 21, 2017
Interest Rate			10.00%					10.00%
Warrants purchase of common stock			35,000					100,000
Warrant exercisable price, per share			$ 0.20					$ 0.20
Warrant term			5 years					5 years
Repaid 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)
Maturity date													Feb. 28, 2017
Interest Rate										15.00%	15.00%
Warrants purchase of common stock													500,000
Warrant exercisable price, per share										$ 0.20	$ 0.20		$ 0.20
Warrant term													7 years
Aggregate principal amount										$ 575,511	$ 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 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.
Repaid principal													$ 26,500
Principal payments													131,606
Unpaid interest													45,931
Converted principal amount													268,394
Conversion of unpaid interest													$ 21,620
Conversion common stock, Shares													1,444,867
Issuance of warrants													722,434
Warrant grant date fair value													$ 104,124
Loss on extinguishment of debt													70,219
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"). 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.
Second November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note						$ 50,000
Notes conversion, description						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"). 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.
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 ($)	12 Months Ended
Convertible Note Payable (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Short-term Debt [Line Items]
Outstanding Principal	$ 150,000	$ 3,140,384
Less: Debt Discount	(17,280)	(452,022,000)
Less: Debt Issuance Costs	(9,239)	(79,569)
Total	123,481	2,608,793
Less: Current Debt		(96,500)
Total Long-Term Debt	123,481	2,512,293
The November 2016 Convertible Note Offering [Member]
Short-term Debt [Line Items]
Outstanding Principal	$ 25,000	25,000
Interest Rate	10.00%
Conversion Price	$ 0.30
Maturity Date	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
Interest Rate	12.00%
Conversion Price, description	Not Applicable
Maturity Date	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		2,943,884
Interest Rate	15.00%
Conversion Price	$ 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]
Maturity Date	Aug. 31, 2019
The August Convertible Note Offering [Member] \| Maximum [Member]
Short-term Debt [Line Items]
Maturity Date	Nov. 30, 2019
The First December 2017 Note [Member]
Short-term Debt [Line Items]
Outstanding Principal	$ 100,000	100,000
Interest Rate	15.00%
Conversion Price	$ 0.20
Maturity Date	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
Interest Rate	15.00%
Conversion Price	$ 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]
Maturity Date	Jan. 31, 2020
The February 2018 Convertible Note Offering [Member] \| Maximum [Member]
Short-term Debt [Line Items]
Maturity Date	Feb. 29, 2020
The January 2018 Note [Member]
Short-term Debt [Line Items]
Outstanding Principal
Conversion Price	$ 0.20
Maturity Date	Jan. 12, 2020
Warrants, Quantity	343,806
Warrants, Exercise Price	$ 0.20
The February 2018 Note [Member]
Short-term Debt [Line Items]
Outstanding Principal
Interest Rate	18.00%
Conversion Price	$ 0.20
Maturity Date	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
Interest Rate	14.00%
Conversion Price	$ 0.20
Maturity Date	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]
Maturity Date	Mar. 31, 2020
The March 2018 Convertible Note Offering [Member] \| Maximum [Member]
Short-term Debt [Line Items]
Maturity Date	Apr. 30, 2020

Convertible Note Payable (Details Textual) - USD ($)				1 Months Ended					4 Months Ended	12 Months Ended
Convertible Note Payable (Details Textual) - USD ($)	Feb. 08, 2018	Jan. 12, 2018	Jun. 30, 2017	Oct. 30, 2018	Jul. 31, 2018	Dec. 27, 2017	Sep. 13, 2017	Jul. 31, 2017	Nov. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Convertible Note Payable (Textual)
Aggregate gross proceeds of common stock										$ 1,155,832
Warrant term										5 years
Convertible notes payable outstanding balance										$ 150,000	$ 3,140,384
Debt discount										17,280	452,022,000
Debt issuance costs										74
Proceeds from issuance of convertible notes				$ 161,000						$ 791,833	1,441,585
Warrants, exercise price				$ 0.30						$ 0.20
Placement fees										$ 90,508
Current default principal amount											71,500
Derivative liability
Unpaid interest										$ 17,000
Warrants purchase of common stock				644,000
Warrants [Member]
Convertible Note Payable (Textual)
Issuance of warrants										10,481,016	16,597,719
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%
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 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
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
March 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Converted principal amount										$ 886,367
Issuance of warrants										956,833
Interest amount of convertible notes										$ 767
Fair value derivative liability										84,087
Secured debt										$ 50,000
Convertible secured promissory note, description										A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "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
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
August 2017 Convertible Note [Member]
Convertible Note Payable (Textual)
Converted principal amount										114,000
Unpaid interest										18,410
February 2018 Note [Member]
Convertible Note Payable (Textual)
Converted principal amount										40,750
Unpaid interest										3,548
The July 2017 Convertible Offering [Member]
Convertible Note Payable (Textual)
Debt discount										$ 78,823	$ 332,942
Warrants issued to purchase shares										778,750
Consideration shares, number of shares repurchased							220,000
Consideration shares, repurchase amount							$ 19,007
Convertible redeemable debentures, percentage							8.50%
Cancelling accredited investor							$ 606,812
Convertible secured promissory note, description								The Company entered into Securities Purchase Agreements and conducted closings of a private placement offering (the "July 2017 Convertible Note Offering") of the Company's securities for aggregate gross proceeds of $445,000. In aggregate, the Company entered into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the "Debentures") and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company's common stock, par value $0.001 per share. The Warrants were immediately exercisable upon issuance at an exercise price of $0.20 per share, subject to adjustment, and expire five years from the date of issuance. The accredited investors also received a total of 245,000 shares of the Company's common stock as inducement for participating in the July 2017 Convertible Note Offering (the "Consideration Shares").
Offering discount percentage							117.50%

Related Party Loans (Details) - USD ($)	12 Months Ended
Related Party Loans (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 400	$ 1,516,026
Less: Debt Discount	(72)	(170,780)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost	328	1,345,246
Less: Current Debt
Total Long-Term Debt	328	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 ($)	12 Months Ended
Related Party Loans (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Notes payable - related party, gross	$ 1,231,695	$ 1,249,000
Less: Debt Discount	(8,125)
Notes payable	1,223,570
Less: Current Debt	1,223,570	452,022
Notes payable - related party, net		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	$ 56,695
The July 2018 Schiller Loan Agreements [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross	40,000
The December 2018 Gravitas Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross	$ 50,000
Interest Rate	6.00%
Maturity Date	Jan. 22, 2019
Warrants, Quantity	50,000
Warrants, Exercise Price	$ 0.30
The December 2018 Rosen Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes payable - related party, gross	$ 75,000
Interest Rate	6.00%
Maturity Date	Jan. 26, 2019
Warrants, Quantity	75,000
Warrants, Exercise Price	$ 0.30

Related Party Loans (Details Textual) - USD ($)																1 Months Ended							12 Months Ended
Related Party Loans (Details Textual) - USD ($)	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	Dec. 27, 2018	Nov. 29, 2018	Jun. 29, 2018	Feb. 20, 2018	Jan. 16, 2018	Dec. 21, 2017	May 26, 2016	Dec. 31, 2018	Dec. 31, 2017	Oct. 30, 2018	Nov. 20, 2017
Related Party Loans (Textual)
Debt discount																								$ 10,500
Warrant term																							5 years
Warrants, exercise price																							$ 0.20		$ 0.30
Repaid principal																							$ 264,939	100,000
Related party made non-interest bearing loans						$ 50,000
Line of credit - related party																							0	130,000
Living expenses																							109,407	132,792
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														$ 124,306
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 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 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 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 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 of interest																							365
Third March 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Convertible note																							10,000
Unpaid interest																							230
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 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)
Fair value of warrants	$ 4,645
Promissory note																		$ 10,000
Warrant term																		4 years
Warrants issued to purchase shares	40,854																	30,000
Warrants, exercise price	$ 0.30																	$ 0.20
Interest Rate																		6.00%
Interest and principal both due date	Mar. 07, 2019																	Aug. 17, 2018
First July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note					$ 35,000
Warrant term					4 years
Warrants issued to purchase shares					75,000						142,987
Warrants, exercise price					$ 0.20						$ 0.30
Interest Rate					6.00%
Interest and principal both due date	Mar. 07, 2019				Aug. 17, 2018
Second July 2018 Schiller Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note			$ 25,000
Warrant term			4 years
Warrants issued to purchase shares	101,900		75,000
Warrants, exercise price	$ 0.30		$ 0.20
Interest Rate			6.00%
Interest and principal both due date	Mar. 07, 2019		Aug. 17, 2018
First July 2018 Rosen Loan Agreements [Member]
Related Party Loans (Textual)
Promissory note				$ 10,000
Warrants issued to purchase shares	27,534
Warrants, exercise price	$ 0.30
Interest Rate				6.00%
Interest and principal both due date				Aug. 17, 2018
Second July 2018 Rosen Loan Agreements [Member]
Related Party Loans (Textual)
Promissory note		$ 50,000
Warrant term		4 years
Warrants issued to purchase shares	203,967	150,000
Warrants, exercise price	$ 0.30	$ 0.20
Interest Rate		6.00%
Interest and principal both due date	Mar. 07, 2019	Aug. 17, 2018
November 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																	$ 25,000,000
Warrant term																	4 years
Warrants issued to purchase shares																	25,000
Warrants, exercise price																	$ 0.30
Interest Rate																	6.00%
Interest and principal both due date																	Dec. 23, 2018
December 2018 Rosen Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																$ 75,000,000
Warrant term																4 years
Warrants issued to purchase shares																75,000
Warrants, exercise price																$ 0.30
Interest Rate																6.00%
Interest and principal both due date																Jan. 26, 2018
December 2018 Gravitas Capital Loan Agreement [Member]
Related Party Loans (Textual)
Promissory note																$ 50,000,000
Warrant term																4 years
Warrants issued to purchase shares																50,000
Warrants, exercise price																$ 0.30
Interest Rate																6.00%
Interest and principal both due date																Jan. 27, 2018
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.
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").
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
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
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
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

Capital Leases Payable (Details) - USD ($)	Dec. 31, 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)
Capital lease obligation, net of current maturities
TOTAL CAPITAL LEASE OBLIGATION	$ 4,732	$ 4,732

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

Capital Leases Payable (Details Textual)	12 Months Ended
Capital Leases Payable (Details Textual)	Dec. 31, 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

Derivative Liabilities (Details)	12 Months Ended
Derivative Liabilities (Details)	Dec. 31, 2018	Dec. 31, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Annual dividend rate	0.00%
Low [Member] \| Derivative Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Annual dividend rate		0.00%
Expected life		6 months 29 days
Risk-free interest rate		1.11%
Expected volatility		90.71%
High [Member] \| Derivative Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Annual dividend rate		0.00%
Expected life		9 months
Risk-free interest rate		1.16%
Expected volatility		93.55%

Derivative Liabilities (Details 1)	12 Months Ended
Derivative Liabilities (Details 1)	Dec. 31, 2017 USD ($)
Schedule of changes in derivative liabilities (Line Items)
Derivative liabilities as January 1, 2017
Derivative liabilities as December 31, 2017
Level 1 [Member]
Schedule of changes in derivative liabilities (Line Items)
Derivative liabilities as January 1, 2017
Addition
Conversion
Extinguishment Expense
Gain on changes in fair value
Derivative liabilities as December 31, 2017
Level 2 [Member]
Schedule of changes in derivative liabilities (Line Items)
Derivative liabilities as January 1, 2017
Addition
Conversion
Extinguishment Expense
Gain on changes in fair value
Derivative liabilities as December 31, 2017
Level 3 [Member]
Schedule of changes in derivative liabilities (Line Items)
Derivative liabilities as January 1, 2017
Addition	332,942
Conversion
Extinguishment Expense	(397,288)
Gain on changes in fair value	64,346
Derivative liabilities as December 31, 2017

Derivative Liabilities (Details Textual)	12 Months Ended
Derivative Liabilities (Details Textual)	Dec. 31, 2018
Derivative Liabilities (Textual)
Dividend yield	0.00%

Stockholders' Deficit (Details) - $ / shares	12 Months Ended
Stockholders' Deficit (Details) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Expected dividends	0.00%
Stock Options [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Expected dividends	0.00%	0.00%
Expected life of option		5 years
Stock Options [Member] \| Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.30	$ 0.16
Expected volatility	93.64%	86.62%
Risk free interest rate	2.20%	1.74%
Expected life of option	3 years 7 months 6 days
Stock Options [Member] \| Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.75	$ 0.75
Expected volatility	116.27%	86.62%
Risk free interest rate	2.56%	2.10%
Expected life of option	4 years 3 months 19 days

Stockholders' Deficit (Details 1) - $ / shares	12 Months Ended
Stockholders' Deficit (Details 1) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options, Granted	500,000
Stock Options [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options/Warrant, Outstanding	17,649,990	2,250,000
Options, Granted		15,499,990
Options, Exercised	0	0
Options, Cancelled/Modified	0	100,000
Options/Warrant, Outstanding	17,649,990	17,649,990
Options, Exercisable	15,316,654	8,983,322
Weighted Average Exercise Price, Outstanding	$ 0.42	$ 0.34
Weighted Average Exercise Price, Granted	0	0.43
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price Cancelled/Modified	0	0.4
Weighted Average Exercise Price, Outstanding	0.42	0.42
Weighted Average Exercise Price, Exercisable	$ 0.36	$ 0.27
Weighted Average Remaining Contractual Life (in years), Outstanding	4 years 3 months 8 days	4 years 4 months 17 days
Weighted Average Remaining Contractual Life (in years), Granted		5 years
Weighted Average Remaining Contractual Life (in years), Outstanding	3 years 3 months 8 days	4 years 3 months 8 days
Weighted Average Remaining Contractual Life (in years), Exercisable	3 years 2 months 30 days	4 years 1 month 24 days

Stockholders' Deficit (Details 2) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2018 USD ($) shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options \| shares	700,000
Value \| $	$ 56,495
Purpose for Grant	Service Rendered

Stockholders' Deficit (Details 3) - $ / shares	12 Months Ended
Stockholders' Deficit (Details 3) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Expected dividends	0.00%
Warrants [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Expected dividends	0.00%	0.00%
Expected life of warrant		5 years
Warrants [Member] \| Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.20	$ 0.20
Expected volatility	92.14%	96.76%
Risk free interest rate	1.64%	102.21%
Expected life of warrant	4 years
Warrants [Member] \| Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.30	$ 0.20
Expected volatility	109.54%	102.21%
Risk free interest rate	3.09%	2.26%
Expected life of warrant	5 years

Stockholders' Deficit (Details 4) - $ / shares	12 Months Ended
Stockholders' Deficit (Details 4) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants, Granted	500,000
Warrants [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options/Warrant, Outstanding	46,193,779	15,541,666
Warrants, Granted	64,665,283	30,652,113
Warrant, Exercised
Warrants, Forfeited/Cancelled
Options/Warrant, Outstanding	110,859,062	46,193,779
Weighted Average Exercise Price, Outstanding	$ 0.25	$ 0.36
Weighted Average Exercise Price, Granted	0.27	0.2
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/Cancelled
Weighted Average Exercise Price, Outstanding	$ 0.27	$ 0.25

Stockholders' Deficit (Details 5) - Warrants [Member]	12 Months Ended
Stockholders' Deficit (Details 5) - Warrants [Member]	Dec. 31, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants Outstanding, Exercise price	$ 0.27
Warrants Outstanding, Number Outstanding \| shares	110,859,062
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	3 years 10 months 3 days
Warrants Exercisable, Weighted Average Exercise Price	$ 0.27
Warrants Exercisable , Number Exercisable \| shares	110,819,062
Warrants Exercisable, Weighted Average Exercise Price	$ 0.27

Stockholders' Deficit (Details Textual) - USD ($)			1 Months Ended							3 Months Ended		9 Months Ended	12 Months Ended
Stockholders' Deficit (Details Textual) - USD ($)	Jun. 30, 2017	Feb. 13, 2017	Aug. 31, 2018	Feb. 07, 2017	Feb. 01, 2017	Jan. 29, 2016	Dec. 21, 2015	Dec. 09, 2015	Feb. 13, 2015	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Oct. 30, 2018	Dec. 31, 2016
Stockholders' Deficit (Textual)
Number of shares authorized to issue													320,000,000
Common stock, par value													$ 0.001	$ 0.001
Common stock, shares authorized													300,000,000	300,000,000
Stock issued to consultants for services, value													$ 116,300	$ 307,427
Options, Granted													500,000
Share based payments													$ 346,954	1,262,377
Inducement in convection of preferred conversions										$ 2,016,634			2,016,634
Investor deposit													$ 208,428
Common stock exercise price													$ 0.20		$ 0.30
August 2018 Equity Raise [Member]
Stockholders' Deficit (Textual)
Common stock shares issued			2,200,000
Common stock shares issued, value			$ 161,406
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 $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 45,128,959 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 22,564,504 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 $2,913,934 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 August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $2,787,462. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 11,149,848 shares of common stock at $0.25 per share and received warrants to purchase 11,149,848 shares of common stock at an exercise price of $0.30 per share (the "Purchaser Warrants", collectively, the "Securities").
Warrants to purchase			139,984
Common stock exercise price			$ 0.30
Stock issuances costs			$ 536,342
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.
2015 Stock Incentive and Award Plan [Member]
Stockholders' Deficit (Textual)
Issuance of common stock								18,000,000
Series A Cumulative Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Fair value of warrants														0
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			$ 0.164
Accrued dividends													$ 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.
Accrued for liquidating damages													$ 0	$ 0
Series B Cumulative Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Fair value of warrants													$ 0
Convertible preferred stock							20,000							0
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			$ 0.197
Accrued dividends													$ 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.
Accrued for liquidating damages													$ 0	$ 0
Shares upon conversion total amount														$ 0
Series D Convertible Preferred Stock [Member]
Stockholders' Deficit (Textual)
Convertible preferred stock						2,100,000								914
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.
Conversion of Stock, Shares Issued														266,325
Series A Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, par value													$ 0.001	$ 0.001
Stock Options [Member]
Stockholders' Deficit (Textual)
Aggregate intrinsic value of options outstanding	$ 0												$ 1,000
Aggregate intrinsic value of options exercisable													$ 1,000
Options, Granted														15,499,990
Share based payments												$ 463,619	$ 232,129
Common Stock [Member]
Stockholders' Deficit (Textual)
Restricted common stock issued, shares	947,440			1,767,633
Restricted common stock issued to settle liabilities, value	$ 353,732			$ 293,427
Gain on settlement of vendor liabilities	$ 167,905
Stock issued to consultants for services, shares													610,000	1,867,633
Stock issued to consultants for services, value													$ 610	$ 1,868
Common Stock [Member] \| Placement Agent Agreement [Member]
Stockholders' Deficit (Textual)
Restricted common stock issued, shares		133,333			800,000
Warrant [Member]
Stockholders' Deficit (Textual)
Warrants issued													10,481,016	16,597,719
Fair value of warrants													$ 1,284,683	$ 1,472,161
Warrants to purchase														12,150
Warrant [Member] \| Promissory note [Member]
Stockholders' Deficit (Textual)
Warrants issued													2,962,884	47,287,641
Fair value of warrants													$ 501,268	$ 6,418,381,000
Warrant [Member] \| Notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued													2,530,242	345,500
Fair value of warrants													$ 429,340	$ 38,109
Warrant [Member] \| Convertible notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued													1,403,500	7,115,129
Fair value of warrants													$ 162,834	$ 680,037

Commitments and Contingencies (Details)	Dec. 31, 2018 USD ($)
Summary of future minimum lease payments
2019	$ 75,358
2020	79,281
2021	83,321
2022	88,528
2023	53,935
Total	$ 380,423

Commitments and Contingencies (Details Textual)		3 Months Ended		9 Months Ended	12 Months Ended
Commitments and Contingencies (Details Textual)	May 05, 2018 USD ($) ft²	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Commitments and Contingencies (Textual)
Lease term	5 years
Area of office space \| ft²	2,300
Rent expense		$ 20,557	$ 66,569	$ 144,425	$ 179,186	$ 146,056
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

Income Taxes (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Net deferred tax assets - Non-current:
Depreciation	$ 14,168	$ 10,500
Stock based compensation	533,187	350,622
Expected income tax benefit from NOL carry-forwards	3,413,650	1,953,856
Less valuation allowance	(3,961,005)	(2,314,978)
Deferred tax assets, net of valuation allowance

Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Abstract]
Federal statutory income tax rate	21.00%	21.00%
State tax rate, net of federal benefit	6.50%	6.30%
Change in valuation allowance on net operating loss carry-forwards	27.50%	27.30%
Effective income tax rate	0.00%	0.00%

Income Taxes (Details Textual) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details Textual) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Income Tax (Textual)
Federal net operating loss carryforwards	$ 12.5
Federal net operating loss expire date	Dec. 31, 2023
Federal income tax rate	21.00%	21.00%
During period provides immediate expensing, description	The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027.
Minimum [Member]
Income Tax (Textual)
Federal income tax rate	21.00%
Maximum [Member]
Income Tax (Textual)
Federal income tax rate	35.00%

Subsequent Events (Details)	1 Months Ended	12 Months Ended
Subsequent Events (Details)	Oct. 30, 2018 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) Agreements $ / shares shares	Dec. 31, 2017 USD ($)
Subsequent Events (Textual)
Warrant term		5 years
Warrants purchase of common stock	644,000
Warrants, exercise price \| $ / shares	$ 0.30	$ 0.20
Potential amount \| $	$ 161,000	$ 791,833	$ 1,441,585
Aggregate gross proceeds of amount \| $		$ 655,000
Aggregate shares of common stock	61,832,962
Number of promissory note agreements \| Agreements		4
Common stock receive		33,333
Common stock exchange		100,000
Purchase Agreements [Member]
Subsequent Events (Textual)
Aggregate shares of common stock		2,727,320
Purchase price per share \| $ / shares		$ 0.25
Promissory note agreements [Member]
Subsequent Events (Textual)
Warrants purchase of common stock		864,600
Aggregate gross proceeds of amount \| $		$ 380,000
Warrant [Member] \| Purchase Agreements [Member]
Subsequent Events (Textual)
Aggregate shares of common stock		2,727,320
Purchase price per share \| $ / shares		$ 0.30
Investors [Member] \| Warrant [Member] \| Promissory note agreements [Member]
Subsequent Events (Textual)
Aggregate shares of common stock		417,500
Additional 25 accredited investors [Member] \| Purchase Agreements [Member]
Subsequent Events (Textual)
Aggregate gross proceeds of amount \| $		$ 581,829