JERRICK MEDIA HOLDINGS, INC., 10-Q filed on 8/15/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 14, 2019
Document and Entity Information [Abstract]    
Entity Registrant Name Jerrick Media Holdings, Inc.  
Entity Central Index Key 0001357671  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Jun. 30, 2019  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2019  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Ex Transition Period false  
Entity Common Stock, Shares Outstanding   8,830,479
Entity File Number 000-51872  
Entity Interactive Data Current Yes  
Entity Incorporation State Country Code NV  
v3.19.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Current Assets    
Cash $ 396,363
Accounts receivable 2,500 6,500
Current portion of operating lease right of use asset 109,668
Total Current Assets 508,531 6,500
Property and equipment, net 41,157 42,443
Deferred offering costs 143,146
Security deposit 16,836 16,836
Operating lease right of use asset 235,293
Total Assets 801,817 208,925
Current Liabilities    
Cash overdraft 33,573
Accounts payable and accrued liabilities 844,530 1,246,207
Demand loan 100,000
Convertible Notes - related party, net of debt discount 20,366
Convertible Notes, net of debt discount and issuance costs 1,947,622
Current portion of operating lease payable 79,474
Note payable - related party, net of debt discount 2,651,796 1,223,073
Note payable, net of debt discount and issuance costs 49,926
Deferred revenue 17,833 9,005
Deferred rent 7,800
Total Current Liabilities 5,661,621 2,569,584
Non-current Liabilities:    
Operating lease payable 258,911
Deferred rent 6,150
Convertible Notes - related party, net of debt discount 314
Convertible Notes, net of debt discount and issuance costs 123,481
Total Non-current Liabilities 258,911 129,945
Total Liabilities 5,920,532 2,699,529
Stockholders' Deficit    
Common stock par value $0.001: 15,000,000 shares authorized; 8,830,479 and 6,475,340 issued and outstanding as of June 30, 2019 and December 31, 2018 respectively 8,831 6,475
Additional paid in capital 35,241,922 34,100,327
Accumulated deficit (40,007,294) (36,545,065)
Less: Treasury stock, 149,850 and 27,667 shares, respectively (362,174) (52,341)
Total Stockholders' Deficit (5,118,715) (2,490,604)
Total Liabilities and Stockholders' Deficit $ 801,817 $ 208,925
v3.19.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 15,000,000 15,000,000
Common stock, shares issued 8,830,479 6,475,340
Common stock, shares outstanding 8,830,479 6,475,340
Treasury stock, shares 149,850 27,667
v3.19.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Income Statement [Abstract]        
Net revenue $ 7,181 $ 24,023 $ 41,515 $ 40,272
Gross margin 7,181 24,023 41,515 40,272
Operating expenses        
Compensation 545,037 451,041 1,271,611 1,102,829
Consulting fees 191,254 528,708 397,631 624,507
Research and development 13,559 136,329 354,898 323,906
General and administrative 659,452 473,648 1,124,490 878,310
Total operating expenses 1,409,302 1,589,726 3,148,630 2,929,552
Loss from operations (1,402,121) (1,565,703) (3,107,115) (2,889,280)
Other income (expenses)        
Interest expense (110,032) (341,071) (164,601) (609,196)
Accretion of debt discount and issuance cost (69,626) (415,045) (116,990) (589,933)
Settlement of vendor liabilities   1,875
Loss on extinguishment of debt (3,635) (89,419) (81,149) (431,786)
Gain (loss) on settlement of debt   13,452
Other income (expenses), net (183,293) (845,535) (362,740) (1,615,588)
Loss before income tax provision (1,585,414) (2,411,238) (3,469,855) (4,504,868)
Income tax provision
Net loss (1,585,414) (2,411,238) (3,469,855) (4,504,868)
Deemed dividend 65,823 129,858
Inducement expense (7,628) (7,628)  
Net loss attributable to common shareholders $ (1,577,786) $ (2,477,061) $ (3,462,227) $ (4,634,726)
Per-share data        
Basic and diluted loss per share $ (0.20) $ (1.22) $ (0.47) $ (2.30)
Weighted average number of common shares outstanding 8,072,257 2,026,222 7,389,564 2,011,533
v3.19.2
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - USD ($)
Series A Preferred Stock
Series B Preferred Stock
Series D Preferred Stock
Common Stock
Treasury stock
Additional Pain In Capital
Accumulated Deficit
Total
Beginning balance at Dec. 31, 2017 $ 31 $ 8 $ 1,976 $ (19,007) $ 14,387,247 $ (21,775,107) $ (7,367,307)
Beginning balance, shares at Dec. 31, 2017 31,581 8,063 1,976,034 (11,000)      
Stock based compensation 235,618 235,618
Issuance of common stock for prepaid services $ 31 116,269 116,300
Issuance of common stock for prepaid services, shares 30,500      
Common stock issued to settle vendor liabilities $ 1 3,374 3,375
Common stock issued to settle vendor liabilities, shares 938        
Common stock issued with note payable $ 19   77,468 77,487
Common stock issued with note payable, shares 18,750        
Stock warrants issued with note payable 1,486,043 1,486,043
Inducement expense              
BCF issued with note payable 38,413 38,413
Dividends 129,858 129,858
Net loss (4,634,726) (4,504,868)
Ending balance at Jun. 30, 2018 $ 31 $ 8 $ 2,026 $ (19,007) 16,344,432 (26,279,975) (9,914,938)
Ending balance, shares at Jun. 30, 2018 31,581 8,063 2,026,222 (11,000)      
Beginning balance at Mar. 31, 2018 $ 31 $ 8 $ 2,026 $ (19,007) 15,772,104 (23,868,737) (8,113,574)
Beginning balance, shares at Mar. 31, 2018 31,581 8,063 2,026,222 (11,000)      
Stock based compensation 20,836 20,836
Stock warrants issued with note payable 589,038 589,038
Dividends 65,823 65,823
Net loss (2,477,061) (2,411,238)
Ending balance at Jun. 30, 2018 $ 31 $ 8 $ 2,026 $ (19,007) 16,344,432 (26,279,975) (9,914,938)
Ending balance, shares at Jun. 30, 2018 31,581 8,063 2,026,222 (11,000)      
Beginning balance at Dec. 31, 2018 $ 6,475 $ (52,341) 34,100,327 (36,545,065) (2,490,604)
Beginning balance, shares at Dec. 31, 2018 6,475,340 (27,667)      
Stock based compensation $ 126 433,959 434,085
Stock based compensation, shares 125,000      
Cash received for common stock and warrants $ 130 649,699 649,829
Cash received for common stock and warrants, shares 129,966      
Tender offering $ 2,100 (2,100)
Tender offering, shares 2,100,173      
Stock issuance cost (178,146) (178,146)
Stock warrants issued with note payable 328,777 328,777
Purchase of treasury stock and warrants $ (309,833) (90,594) (400,427)
Purchase of treasury stock and warrants, shares (122,183)      
Inducement expense             7,626 7,626
Net loss (3,469,855) (3,469,855)
Ending balance at Jun. 30, 2019 $ 8,831 $ (362,174) 35,241,922 (40,007,294) (5,118,715)
Ending balance, shares at Jun. 30, 2019 8,830,479 (149,850)      
Beginning balance at Mar. 31, 2019 $ 6,730 $ (220,781) 35,091,928 (38,429,506) (3,551,629)
Beginning balance, shares at Mar. 31, 2019 6,730,306 (111,667)      
Stock based compensation 122,776 122,776
Stock based compensation, shares      
Cash received for common stock and warrants
Cash received for common stock and warrants, shares      
Tender offering $ 2,101 (2,101)
Tender offering, shares 2,100,173        
Stock issuance cost (35,000) (35,000)
Stock warrants issued with note payable 1,153,353 1,153,353
Purchase of treasury stock and warrants $ (141,393) (89,034) (230,427)
Purchase of treasury stock and warrants, shares (38,183)      
Inducement expense 7,626 7,626
Net loss (1,585,414) (1,585,414)
Ending balance at Jun. 30, 2019 $ 8,831 $ (362,174) $ 35,241,922 $ (40,007,294) $ (5,118,715)
Ending balance, shares at Jun. 30, 2019 8,830,479 (149,850)      
v3.19.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (3,469,855) $ (4,504,868)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 5,660 21,439
Accretion of debt discount and issuance cost 116,991 589,933
Inducement expense 7,626
Share-based compensation 448,291 285,821
Gain (loss) on settlement of vendor liabilities (1,875)
Gain on settlement of debt (13,452)
Loss on extinguishment of debt 81,149 431,786
Changes in operating assets and liabilities:    
Prepaid expenses (18,864)
Accounts receivable 4,000 (7,845)
Operating lease right of use asset (47,643)
Security deposit 164
Deferred revenue 8,828
Accounts payable and accrued expenses (251,299) 900,595
Deferred rent 707
Net Cash Used In Operating Activities (3,096,252) (2,316,459)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash paid for property and equipment (26,851) (16,446)
Net Cash Used In Investing Activities (26,851) (16,446)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft (33,573)
Net proceeds from issuance of notes 658,500
Repayment of notes (50,000) (85,675)
Proceeds from issuance of demand loan 100,000 50,000
Proceeds from issuance of convertible note 1,993,025 1,525,154
Repayment of convertible notes (12,508) (76,798)
Proceeds from issuance of convertible notes - related party 299,852
Proceeds from issuance of note payable - related party 1,590,000 245,000
Repayment of note payable - related party (275,000) (160,000)
Proceeds from issuance of common stock and warrants 649,829
Repayment of line of  credit (44,996)
Cash paid for debt issuance costs (166,761)
Purchase of treasury stock and warrants (407,307)  
Net Cash Provided By Financing Activities 3,519,466 2,244,276
Net Change in Cash 396,363 (88,629)
Cash - Beginning of Year 111,051
Cash - End of Year 396,363 22,422
Cash Paid During the Year for:    
Income taxes
Interest 18,273 64,892
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of vendor liabilities 3,750
Deferred offering costs 143,146
Beneficial conversion feature on convertible notes 38,413
Accrued dividends 127,795
Warrants issued with debt 247,628 1,085,221
Issuance of common stock for prepaid services 116,300
Operating Lease liability 288,790
Option liability 7,328
Conversion of note payable and interest into convertible notes 341,442
Warrants with amendment to notes payable 135,596
Conversion of note payable - related party and interest into convertible notes - related party $ 20,000
v3.19.2
Organization and Operations
6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

Note 1 – Organization and Operations

 

Jerrick Media Holdings, Inc. ("we," "us," the "Company," or "Jerrick Media" or "Jerrick") (formerly Great Plains Holdings, Inc. or "GTPH") 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.

 

The Company was originally 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. Historically, the Company had principally engaged in the manufacture and marketing of the LiL Marc, a plastic boys' toilet-training device, which was 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 "Merger") 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, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick's shareholders (the "Jerrick Shareholders"), pro-rata, a total of 1,425,000 shares of GTPH's common stock. In connection therewith, GTPH acquired 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 39,091 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.

v3.19.2
Significant and Critical Accounting Policies and Practices
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

 

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

   

Basis of Presentation - Interim Financial Information

 

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

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. 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 June 30, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate   State or other jurisdiction of
incorporation or organization
  Company Ownership Interest  
             
Jerrick Ventures LLC   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  2

 

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

 

Commitments and Contingencies

 

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

  

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

 

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

  

Derivative Liability

 

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

   

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

 

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

 

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

 

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

 

Revenue Recognition

 

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

 

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

 

We determine revenue recognition through the following steps:

 

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

 

  identification of the performance obligations in the contract;

 

  determination of the transaction price;

   

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

 

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

  

Revenue disaggregated by revenue source for the six months ended June 30, 2019 and 2018 consists of the following:

 

   Six Months Ended
June 30,
 
   2019   2018 
Branded content  $22,421   $28,335 
Affiliate sales   5,661    5,996 
Other revenue   13,433    5,941 
   $41,515   $40,272 

 

Branded Content

 

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients 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 $5,000

 

  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.

 

Subscription

 

 

Vocal+ is the new subscription offering of the Company's product, Vocal. For a flat annual fee of $50, subscribers receive access to value-added features such as increased rate of CPM monetization, decreased minimum withdrawal balance, a discount on platform processing fees, and member badges for their profiles. Future features will be added, along with a monthly pricing plan, commencing in early September 2019. Subscription revenues stem from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned.

  

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of June 30, 2019, the Company had deferred revenue of $17,833.

 

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 six months ended June 30, 2019 and 2018.

     

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. 

   

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 six months ended June 30, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at June 30, 2019 and 2018:

 

   June 30,
2019
   June 30,
2018
 
Series A Preferred stock   -    1,156,797 
Series B Preferred stock   -    234,895 
Options   882,500    882,500 
Warrants   713,138    3,100,840 
Convertible notes - related party   5,180    501,375 
Convertible notes   551,923    1,400,792 
Totals   2,152,741    7,277,199 

 

Reclassifications

 

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

  

Recently Adopted Accounting Guidance

  

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

   

Recent Accounting Guidance Not Yet Adopted

 

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

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

v3.19.2
Going Concern
6 Months Ended
Jun. 30, 2019
Going Concern [Abstract]  
Going Concern

Note 3 – Going Concern

 

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

 

As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit at June 30, 2019, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements.

 

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 that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.

 

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

v3.19.2
Notes Payable
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Notes Payable

Note 4 – Notes Payable

 

Notes payable as of June 30, 2019 and December 31, 2018 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   June 30,
2019
   December 31,
2018
   Interest Rate   Maturity Date  Quantity   Exercise
Price
 
July 2018 Loan Agreement   -    50,000    6%   August 2018   15,000    - 
         50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $-   $49,926                   

 

During the six months ended June 30, 2019 the Company repaid $50,000 in principal and $1,893 in interest.

v3.19.2
Convertible Note Payable
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Convertible Note Payable

Note 5 – Convertible Note Payable

 

Convertible notes payable as of June 30, 2019 and December 31, 2018 is as follows: 

 

    Outstanding Principal as of                     Warrants granted  
    June 30,
2019
    December 31,
2018
    Interest
Rate
    Conversion
Price
    Maturity Date   Quantity     Exercise
Price
 
The February 2018 Convertible Note Offering     62,492       75,000       15 %     0.20 (*)   January – February 2020     253,919       4.00  
The March 2018 Convertible Note Offering     75,000       75,000       14 %     0.20 (*)   March – April 2020     240,342       4.00  
The February 2019 Convertible Note Offering     1,993,025       -       10 %     0.25 (*)   February – March 2020     133,190       6.00  
      2,130,517       150,000                                      
Less: Debt Discount     (178,760 )     (17,280 )                                    
Less: Debt Issuance Costs     (4,135 )     (9,239 )                                    
      1,947,622       123,481                                      
Less: Current Debt     (1,947,622 )     -                                      
Total Long-Term Debt   $ -     $ 123,481                                      

 

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

 

The February 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2018 Investors") for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company's short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 72,669 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 $4.00 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 in Note 7 below).

 

During the six months ended June 30, 2019 the company repaid $12,508 in principal.

 

The March 2018 Convertible Note Offering

 

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 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 $4.00 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 240,342 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).

   

The February 2019 Convertible Note Offering

 

During the six months ended June 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025.

  

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the six months ended June 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

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

 

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

 

The Company recorded a $222,632 debt discount relating to 133,190 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

v3.19.2
Related Party Loans
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Related Party Loans

Note 6 – Related Party Loans

 

Convertible notes

 

Convertible notes payable – related party as of June 30, 2019 and December 31, 2018 is as follows:

 

    Outstanding Principal as of               Warrants granted  
    June 30,
2019
    December 31,
2018
    Interest
Rate
    Maturity Date   Quantity     Exercise
Price
 
The March 2018 Convertible Note Offering     400       400       14 %   March 2020     59,850       4.00  
The February 2019 Convertible Note Offering     20,000       -       10 %   February – March 2020     1,320       6.00  
      20,400       400                              
Less: Debt Discount     (34 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      20,366       328                              
Less: Current Debt     (20,366 )     -                              
Total Long-Term Debt   $ -     $ 328                              

 

The March 2018 Convertible Note Offering

 

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

 

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 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 59,850 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

  

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

 

The February 2019 Convertible Note Offering

 

During the Six months ended June 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000.

  

The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the six months ended June 30, 2019 a total of 1,320 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.

 

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

  

The Company recorded a $2,465debt discount relating to 1,320 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.

  

Notes payable

 

Notes payable – related party as of June 30, 2019 and December 31, 2018 is as follows:

 

   Outstanding Principal as of          Warrants granted 
   June 30,
2019
   December 31,
2018
   Interest
Rate
   Maturity Date  Quantity   Exercise
Price
 
The May 2016 Rosen Loan Agreement  $-   $1,000,000    13%  November 26, 2017   50,000   $8.00 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Rosen Loan Agreement   -    56,695    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    40,000    6%  August 17, 2018   7,500    4.00 
The December 2018 Gravitas Loan Agreement   -    50,000    6%  January 22, 2019   2,500    6.00 
The December 2018 Rosen Loan Agreement   75,000    75,000    6%  January 26, 2019   3,750    6.00 
The January 2019 Rosen Loan Agreement   175,000    -    10%  February 15, 2019   15,000    6.00 
The February 2019 Gravitas Loan Agreement   -    -    5%  February 28, 2019   375    6.00 
The February 2019 Rosen Loan Agreement   50,000    -    10%  February 28, 2019   5,000    6.00 
The March 2019 Gravitas Loan Agreement   -    -    6%  April 11, 2019   500    6.00 
The May 2019 Loan Agreement   -         6%  June 4, 2019   150    4.00 
The June 2019 Loan Agreement   2,400,000         12.5%  December 3, 2019   -    - 
    2,730,863    1,235,000                   
Less: Debt Discount   (79,067)   (11,927)                  
    2,651,796    1,223,073                   
Less: Current Debt   (2,651,796)   (1,223,073)                  
   $-   $-                   

 

The May 2016 Rosen Loan Agreement

 

On May 26, 2016, the Company entered into a loan agreement (the "May 2016 Rosen Loan Agreement") with Arthur Rosen, an individual ("Rosen"), pursuant to which on May 26, 2016 (the "Closing Date"), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the "May 2016 Rosen Loan"). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the "Rosen Security Agreement"), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company's assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company's common stock at a purchase price of $2.00 per share (the "May 2016 Rosen Warrant"). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the "Conversion Date"), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the "May 2016 Rosen Loan Interest") into the Company's August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below).

  

The June 2018 Frommer Loan Agreement

 

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company's common stock at a purchase price of $4.00 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 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 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 3,750 shares of the Company's common stock at a purchase price of $4.00 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 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

 

During the 6 months ended June 30, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding.  

 

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 3,750 shares of the Company's common stock at a purchase price of $4.00 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 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.

 

During the 6 months ended June 30, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. 

   

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 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

During the six months ended June 30, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and the loan is no longer outstanding. 

 

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 7,500 shares of the Company's common stock at a purchase price of $6.00 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 10,198 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

 

During the six months ended June 30, 2019 the company repaid $50,000 of principal and $2,900 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 3,750 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the "December 2018 Rosen Maturity Date"). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 35,194 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 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 2,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019  (the "December 2018 Gravitas Capital Maturity Date").

 

During the six months ended June 30, 2019 the Company repaid $50,000 in principal and $250 in interest and the loan is no longer outstanding.

  

The January 2019 Rosen Loan Agreement

 

On January 30, 2019, the Company entered into a loan agreement (the "January 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the "January 2019 Rosen Note"). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the "January 2019 Rosen Maturity Date"). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 35,194 shares of common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

 

 The February 2019 Gravitas Capital Loan Agreement

 

On February 6, 2019, the Company entered into a loan agreement (the "February 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the "February 2019 Gravitas Capital Note"). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019  (the "February 2019 Gravitas Capital Maturity Date").

 

During the six months ended June 30, 2019 the Company repaid $75,000 in principal and $3,500 in interest and the loan is no longer outstanding. 

 

The February 2019 Rosen Loan Agreement

 

On February 14, 2019, the Company entered into a loan agreement (the "February 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the "February 2019 Rosen Note"). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 5,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date"). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

 

The March 2019 Gravitas Capital Loan Agreement

 

On March 11, 2019, the Company entered into a loan agreement (the "March 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the "March 2019 Gravitas Capital Note"). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date"). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 500 warrants to purchase common stock of the Company at an exercise price of $6.00.

 

During the six months ended June 30, 2019 the company repaid $80,000 of principal and $10,000 of unpaid interest and the loan is no longer outstanding.

   

The May 2019 Loan Agreement

 

On May 31, 2019, the Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.

 

During the six months ended June 30, 2019 the Company repaid $10,000 in principal and $500 in interest and the loan is no longer outstanding. 

 

The June 2019 Loan Agreement

 

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by June 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

 

Demand loan

 

On March 29, 2019, Standish made non-interest bearing loans of $300,000 to the Company in the form of cash. The loan is due on demand and unsecured. In April of 2019 the company papered this note as part of the February 2019 Convertible Note Offering.

 

On June 13, 2019, Standish made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured

 

Officer compensation

 

During the six months ended June 30, 2019 the Company paid $24,342 for living expenses for officers of the Company.

v3.19.2
Stockholders' Deficit
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders' Deficit

Note 7 - Stockholders' Deficit

 

Shares Authorized

 

Upon incorporation, the total number of shares of all classes of stock which the Company is authorized to issue is Thirty-five Million (35,000,000) shares of which Fifteen Million (15,000,000) 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. 

 

Reverse Stock Split

 

On July 25, 2019, following stockholder and Board approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of shares authorized for common and preferred stock were not affected by the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.

 

All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

 

Preferred Stock

 

As of June 30, 2019, and December 31, 2018 there were no preferred stock issued or outstanding.

 

Common Stock

 

On January 4, 2019, the Company issued 2,000,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

 

On January 3, 2019, the Company issued 500,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

 

August 2018 Equity Raise

 

Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 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). 

 

Tender offers

 

   Warrants subject to tender   Common shares issuable   Warrants tendered   Shares issued 
Tender offer 1   61,832,962    20,610,782    50,602,968    16,977,084 
Tender offer 2   53,754,849    26,727,425    50,052,133    25,026,377 
Total   115,587,811    47,338,207    100,655,101    42,003,461 

 

Tender 1

  

In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

 

Tender 2 

 

In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

  

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 six months ended June 30, 2019 are as follows:

  

   June 30,  
2019
  June 30,
2018
Exercise price  $ 4.00-6.00  $4
Expected dividends  0%  0%
Expected volatility  107.59%-114.13% %  92.14% - 100.56 %
Risk free interest rate  1.93-2.41 %  1.64% - 2.69 %
Expected life of warrant  4-5 years  4 – 5 years

 

Warrant Activities

 

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

 

   Warrants   Weighted Average
Exercise
Price
 
         
Outstanding – December 31, 2018   5,548,1418    5.40 
Granted   422,314    5.89 
Exercised   -    - 
Forfeited/Cancelled   (5,252,130)   5.32 
Outstanding and Exercisable – June 30, 2019   713,135    5.20 

 

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
 
$5.20    718,325    3.32    5.20    718,325    3.32 
                            

   

During the six months ended June 30, 2019, a total of 133,190 warrants were issued with convertible notes (See Note 5 above). The warrants have a grant date fair value of $252,533 using a Black-Scholes option-pricing model and the above assumptions.

 

During the six months ended June 30, 2019, a total of 94,757 warrants were issued with notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $106,378 using a Black-Scholes option-pricing model and the above assumptions.

 

During the six months ended June 30, 2019, a total of 1,320 warrants were issued with convertible notes payable – related party (See Note 6 above). The warrants have a grant date fair value of $2,465 using a Black-Scholes option-pricing model and the above assumptions. 

 

During the six months ended June 30, 2019, a total of 129,966 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $334,985 using a Black-Scholes option-pricing model and the above assumptions.

 

During the six months ended June 30, 2019, a total of 41,140 warrants were issued in exchange for services. The warrants have a grant date fair value of $ $122,777 using a Black-Scholes option-pricing model and the above assumptions.

v3.19.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2019
Leases [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.

 

On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229

 

Total future minimum payments required under the lease as of June 30, 2019 are as follows:

 

Twelve Months Ending June 30,    
2020  $102,927 
2021   106,927 
2022   111,257 
2023   109,730 
2024   2,081 
Total  $432,922 

  

Rent expense for the six months ended June 30, 2019 and 2018 was $36,671 and $69,022 respectively.

v3.19.2
Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

Note 13 – Subsequent Events

 

The July 2019 Loan Agreement

 

On July 26, 2019, the Company entered into a loan agreement (the "July 2019 Loan Agreement") with an investor, whereby the Company issued a promissory note in the principal amount of $12,000 (the "July 2019 Note"). As additional consideration for entering in the July 2019 Loan Agreement, the Company issued a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the July 2019 Loan Agreement, the July 2019 Note bears interest at a flat rate of $600 and payable on the maturity date of August 2, 2019 (the "July 2019 Maturity Date").

 

This note was subsequently repaid.

 

The July 2019 Gravitas Capital Loan Agreement

 

On July 16, 2019, the Company entered into a loan agreement (the "August 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $100,000 (the "August 2019 Gravitas Capital Note"). As additional consideration for entering in the August 2019 Gravitas Capital Loan Agreement, the Company issued Gravitas Capital a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Gravitas Capital Loan Agreement, the August 2019 Gravitas Capital Note bears interest at a flat rate of $5,000 and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date").

 

June 2019 Loan Agreement Amendments

 

On July 29, 2019, the Company entered into an amendment agreement to the June 2019 Loan Agreement with the investors party thereto, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Laon to $2,500,000; and (ii) amend the provisions therein with regard to the ranking of security interests.

 

On August 12, 2019, the Company and investors entered into a second amendment agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $3,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests.

 

The August 2019 Schiller Loan Agreement

 

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Schiller Loan Agreement") with Gravitas Capital, whereby the Company issued Leonard Schiller a promissory note in the principal amount of $15,000 (the "August 2019 Schiller Note"). As additional consideration for entering in the August 2019 Schiller Note Loan Agreement, the Company issued Leonard Schiller a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a flat rate of $750 and payable on the maturity date of August 9, 2019 (the "August 2019 Schiller Note Maturity Date").

 

This note was subsequently repaid.

 

The August 2019 Loan Agreement

 

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Loan Agreement") with an investor, whereby the Company issued a promissory note in the principal amount of $12,000 (the "August 2019 Note"). As additional consideration for entering in the August 2019 Loan Agreement, the Company issued a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Loan Agreement, the August 2019 Note bears interest at a flat rate of $600 and payable on the maturity date of August 9, 2019 (the "August 2019 Maturity Date").

 

This note was subsequently repaid.

v3.19.2
Significant and Critical Accounting Policies and Practices (Policies)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Basis of Presentation - Interim Financial Information

Basis of Presentation - Interim Financial Information

 

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

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. 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 June 30, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

 

Name of combined affiliate   State or other jurisdiction of
incorporation or organization
  Company Ownership Interest  
             
Jerrick Ventures LLC   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  2

 

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

Commitments and Contingencies

Commitments and Contingencies

 

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

  

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

 

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

Derivative Liability

Derivative Liability

 

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

   

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

 

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

 

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

 

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

Revenue Recognition

Revenue Recognition

 

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

 

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

 

We determine revenue recognition through the following steps:

 

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

 

  identification of the performance obligations in the contract;

 

  determination of the transaction price;

   

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

 

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

  

Revenue disaggregated by revenue source for the six months ended June 30, 2019 and 2018 consists of the following:

 

   Six Months Ended
June 30,
 
   2019   2018 
Branded content  $22,421   $28,335 
Affiliate sales   5,661    5,996 
Other revenue   13,433    5,941 
   $41,515   $40,272 

 

Branded Content

 

Branded content represents the revenue recognized from the Company's obligation to create and publish branded articles for clients 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 $5,000

 

  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.

 

Subscription

 

 

Vocal+ is the new subscription offering of the Company's product, Vocal. For a flat annual fee of $50, subscribers receive access to value-added features such as increased rate of CPM monetization, decreased minimum withdrawal balance, a discount on platform processing fees, and member badges for their profiles. Future features will be added, along with a monthly pricing plan, commencing in early September 2019. Subscription revenues stem from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned.

Deferred Revenue

Deferred Revenue

 

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of June 30, 2019, the Company had deferred revenue of $17,833.

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 six months ended June 30, 2019 and 2018.

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. 

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 six months ended June 30, 2019 and 2018 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The Company had the following common stock equivalents at June 30, 2019 and 2018:

 

   June 30,
2019
   June 30,
2018
 
Series A Preferred stock   -    1,156,797 
Series B Preferred stock   -    234,895 
Options   882,500    882,500 
Warrants   713,138    3,100,840 
Convertible notes - related party   5,180    501,375 
Convertible notes   551,923    1,400,792 
Totals   2,152,741    7,277,199
Reclassifications

Reclassifications

 

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

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

  

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

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

 

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

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

v3.19.2
Significant and Critical Accounting Policies and Practices (Tables)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate   State or other jurisdiction of
incorporation or organization
  Company Ownership Interest  
             
Jerrick Ventures LLC   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   2
Schedule of revenue disaggregated by revenue

   Six Months Ended
June 30,
 
   2019   2018 
Branded content  $22,421   $28,335 
Affiliate sales   5,661    5,996 
Other revenue   13,433    5,941 
   $41,515   $40,272 
Schedule of common stock equivalents

   June 30,
2019
   June 30,
2018
 
Series A Preferred stock   -    1,156,797 
Series B Preferred stock   -    234,895 
Options   882,500    882,500 
Warrants   713,138    3,100,840 
Convertible notes - related party   5,180    501,375 
Convertible notes   551,923    1,400,792 
Totals   2,152,741    7,277,199 
v3.19.2
Notes Payable (Tables)
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Schedule of notes payable

   Outstanding Principal as of          Warrants granted 
   June 30,
2019
   December 31,
2018
   Interest Rate   Maturity Date  Quantity   Exercise
Price
 
July 2018 Loan Agreement   -    50,000    6%   August 2018   15,000    - 
         50,000                   
Less: Debt Discount   -    -                   
Less: Debt Issuance Costs   -    (74)                  
   $-   $49,926                   
v3.19.2
Convertible Note Payable (Tables)
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Schedule of convertible notes payable
  Outstanding Principal as of                     Warrants granted  
    June 30,
2019
    December 31,
2018
    Interest
Rate
    Conversion
Price
    Maturity Date   Quantity     Exercise
Price
 
The February 2018 Convertible Note Offering     62,492       75,000       15 %     0.20 (*)   January – February 2020     253,919       4.00  
The March 2018 Convertible Note Offering     75,000       75,000       14 %     0.20 (*)   March – April 2020     240,342       4.00  
The February 2019 Convertible Note Offering     1,993,025       -       10 %     0.25 (*)   February – March 2020     133,190       6.00  
      2,130,517       150,000                                      
Less: Debt Discount     (178,760 )     (17,280 )                                    
Less: Debt Issuance Costs     (4,135 )     (9,239 )                                    
      1,947,622       123,481                                      
Less: Current Debt     (1,947,622 )     -                                      
Total Long-Term Debt   $ -     $ 123,481                                      

 

  (*) As subject to adjustment as further outlined in the notes
v3.19.2
Related Party Loans (Tables)
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Schedule of convertible notes payable - related party

    Outstanding Principal as of               Warrants granted  
    June 30,
2019
    December 31,
2018
    Interest
Rate
    Maturity Date   Quantity     Exercise
Price
 
The March 2018 Convertible Note Offering     400       400       14 %   March 2020     59,850       4.00  
The February 2019 Convertible Note Offering     20,000       -       10 %   February – March 2020     1,320       6.00  
      20,400       400                              
Less: Debt Discount     (34 )     (72 )                            
Less: Debt Issuance Costs     -       -                              
      20,366       328                              
Less: Current Debt     (20,366 )     -                              
Total Long-Term Debt   $ -     $ 328                              
Schedule of notes payable - related party

   Outstanding Principal as of          Warrants granted 
   June 30,
2019
   December 31,
2018
   Interest
Rate
   Maturity Date  Quantity   Exercise
Price
 
The May 2016 Rosen Loan Agreement  $-   $1,000,000    13%  November 26, 2017   50,000   $8.00 
The June 2018 Frommer Loan Agreement   10,000    10,000    6%  August 17, 2018   1,500    4.00 
The July 2018 Rosen Loan Agreement   -    56,695    6%  August 17, 2018   1,500    4.00 
The July 2018 Schiller Loan Agreements   20,863    40,000    6%  August 17, 2018   7,500    4.00 
The December 2018 Gravitas Loan Agreement   -    50,000    6%  January 22, 2019   2,500    6.00 
The December 2018 Rosen Loan Agreement   75,000    75,000    6%  January 26, 2019   3,750    6.00 
The January 2019 Rosen Loan Agreement   175,000    -    10%  February 15, 2019   15,000    6.00 
The February 2019 Gravitas Loan Agreement   -    -    5%  February 28, 2019   375    6.00 
The February 2019 Rosen Loan Agreement   50,000    -    10%  February 28, 2019   5,000    6.00 
The March 2019 Gravitas Loan Agreement   -    -    6%  April 11, 2019   500    6.00 
The May 2019 Loan Agreement   -         6%  June 4, 2019   150    4.00 
The June 2019 Loan Agreement   2,400,000         12.5%  December 3, 2019   -    - 
    2,730,863    1,235,000                   
Less: Debt Discount   (79,067)   (11,927)                  
    2,651,796    1,223,073                   
Less: Current Debt   (2,651,796)   (1,223,073)                  
   $-   $-                   
v3.19.2
Stockholders' Deficit (Tables)
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Schedule of warrant

   Warrants subject to tender   Common shares issuable   Warrants tendered   Shares issued 
Tender offer 1   61,832,962    20,610,782    50,602,968    16,977,084 
Tender offer 2   53,754,849    26,727,425    50,052,133    25,026,377 
Total   115,587,811    47,338,207    100,655,101    42,003,461 
Schedule of assumptions used for warrants granted

   June 30,  
2019
  June 30,
2018
Exercise price  $ 4.00-6.00  $4
Expected dividends  0%  0%
Expected volatility  107.59%-114.13% %  92.14% - 100.56 %
Risk free interest rate  1.93-2.41 %  1.64% - 2.69 %
Expected life of warrant  4-5 years  4 – 5 years
Schedule of stock warrant activity

   Warrants   Weighted Average
Exercise
Price
 
         
Outstanding – December 31, 2018   5,548,1418    5.40 
Granted   422,314    5.89 
Exercised   -    - 
Forfeited/Cancelled   (5,252,130)   5.32 
Outstanding and Exercisable – June 30, 2019   713,135    5.20
Schedule of outstanding and exercisable

Warrants Outstanding   Warrants Exercisable 
Exercise price   Number
Outstanding
   Weighted Average
Remaining Contractual Life
(in years)
   Weighted
Average
Exercise Price
   Number
Exercisable
   Weighted
Average
Exercise Price
 
$5.20    718,325    3.32    5.20    718,325    3.32 
                            
v3.19.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
Schedule of future minimum lease payments

Twelve Months Ending June 30,    
2020  $102,927 
2021   106,927 
2022   111,257 
2023   109,730 
2024   2,081 
Total  $432,922 

  

v3.19.2
Organization and Operations (Details) - shares
3 Months Ended 6 Months Ended
Feb. 05, 2016
Jun. 30, 2019
Jun. 30, 2019
Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash  
Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash  
Kent Campbell [Member]      
Organization and Operations (Textual)      
Cancelled of common stock 39,091    
Parent Company [Member] | Series A Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 33,415    
Parent Company [Member] | Series B Preferred Stock [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 8,064    
Great Plains Holdings Inc [Member]      
Organization and Operations (Textual)      
Issuance of common shares for cash 1,425,000    
v3.19.2
Significant and Critical Accounting Policies and Practices (Details)
6 Months Ended
Jun. 30, 2019
Jerrick Ventures LLC [Member]  
Name of combined affiliate Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization Delaware
Company ownership 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 ownership interest 100.00%
v3.19.2
Significant and Critical Accounting Policies and Practices (Details 1)
6 Months Ended
Jun. 30, 2019
Computer equipment and software [Member]  
Property and Equipment, Estimated Useful Life (Years) 3 years
Furniture and fixture [Member]  
Property and Equipment, Estimated Useful Life (Years) 2 years
v3.19.2
Significant and Critical Accounting Policies and Practices (Details 2) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue $ 7,181 $ 24,023 $ 41,515 $ 40,272
Branded content [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue     22,421 28,335
Affiliate sales [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue     5,661 5,996
Other revenue [Member]        
Acquired Indefinite-lived Intangible Assets [Line Items]        
Net revenue     $ 13,433 $ 5,941
v3.19.2
Significant and Critical Accounting Policies and Practices (Details 3) - shares
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 2,152,741 7,277,199
Convertible notes - related party [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 5,180 501,375
Convertible notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 551,923 1,400,792
Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 882,500 882,500
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 713,138 3,100,840
Series A Preferred stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 1,156,797
Series B Preferred stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Common stock equivalents, total 234,895
v3.19.2
Significant and Critical Accounting Policies and Practices (Details Textual)
6 Months Ended
Jun. 30, 2019
USD ($)
Significant and Critical Accounting Policies and Practices (Textual)  
Deferred revenue $ 17,833
Liquid investments purchase maturity, description Liquid investments with a maturity of three months or less.
Payment related percentage, description The client pays 50% at signing and 50% upon completion
Subscription [Member]  
Significant and Critical Accounting Policies and Practices (Textual)  
Payment related percentage, description Vocal+ is the new subscription offering of the Company's product, Vocal. For a flat annual fee of $50, subscribers receive access to value-added features such as increased rate of CPM monetization, decreased minimum withdrawal balance, a discount on platform processing fees, and member badges for their profiles. Future features will be added, along with a monthly pricing plan, commencing in early September 2019. Subscription revenues stem from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned.
Maximum [Member]  
Significant and Critical Accounting Policies and Practices (Textual)  
Fixed fees ranging $ 5,000
Affiliate sales percentage 20.00%
Minimum [Member]  
Significant and Critical Accounting Policies and Practices (Textual)  
Fixed fees ranging $ 1,000
Affiliate sales percentage 2.00%
v3.19.2
Notes Payable (Details) - USD ($)
6 Months Ended
Jun. 30, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Note payable, Outstanding Principal $ 49,926
Notes Payable [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal 50,000
Less: Debt Discount  
Less: Debt Issuance Costs   (74)
Notes Payable 49,926
Notes Payable [Member] | July 2018 Loan Agreement [Member]    
Debt Instrument [Line Items]    
Note payable, Outstanding Principal 50,000
Interest Rate 6.00%  
Interest and principal both due date Aug. 31, 2018  
Warrants, Quantity 15,000  
Warrants, Exercise Price  
Less: Debt Discount
Less: Debt Issuance Costs $ (74)
v3.19.2
Notes Payable (Details Textual) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Notes Payable (Textual)    
Repaid principal $ 50,000 $ 85,675
Repaid of interest 767  
Notes Payable[Member]    
Notes Payable (Textual)    
Repaid principal 50,000  
Repaid of interest $ 1,893  
v3.19.2
Convertible Note Payable (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2019
Dec. 31, 2018
Short-term Debt [Line Items]    
Outstanding Principal $ 2,130,517 $ 150,000
Less: Debt Discount (178,760) (17,280)
Less: Debt Issuance Costs (4,135) (9,239)
Total 1,947,622 123,481
Less: Current Debt (1,947,622)
Total Long-Term Debt 123,481
The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 62,492 75,000
Interest Rate 15.00%  
Conversion Price [1] $ 0.20  
Warrants, Quantity 253,919  
Warrants, Exercise Price $ 4.00  
The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 75,000 $ 75,000
Interest Rate 14.00% 14.00%
Conversion Price [1] $ 0.20  
Warrants, Quantity 240,342 59,850
Warrants, Exercise Price $ 4.00 $ 4.00
The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Outstanding Principal $ 1,993,025
Interest Rate 10.00%  
Conversion Price [1] $ 0.25  
Warrants, Quantity 133,190  
Warrants, Exercise Price $ 6.00  
Minimum [Member] | The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Jan. 31, 2020  
Minimum [Member] | The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
Minimum [Member] | The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
Maximum [Member] | The February 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Feb. 29, 2020  
Maximum [Member] | The March 2018 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Apr. 30, 2020  
Maximum [Member] | The February 2019 Convertible Note Offering [Member]    
Short-term Debt [Line Items]    
Maturity Date Mar. 31, 2020  
[1] As subject to adjustment as further outlined in the notes
v3.19.2
Convertible Note Payable (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Mar. 31, 2018
Convertible Note Payable (Textual)        
Convertible notes payable outstanding balance $ 2,130,517   $ 150,000  
Debt discount 178,760   17,280  
Proceeds from issuance of convertible notes $ 658,500    
February 2018 Convertible Note Offering [Member]        
Convertible Note Payable (Textual)        
Convertible note 12,508      
Converted principal amount     940,675  
Debt discount $ 316,875      
Issuance of warrants 72,669      
Warrants issued to purchase shares 3,625,000      
Interest amount of convertible notes $ 40,675      
Conversion feature of debt instrument 37,350      
Placement fees $ 94,250      
Convertible redeemable debentures, percentage 10.00%      
Fair value derivative liability       $ 181,139
Secured debt       250,000
Convertible secured promissory note, description A maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $0.20 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.      
Aggregate principal amount       $ 725,000
Conversion shares 362,500      
Conversion shares fair value $ 74,881      
Unpaid interest     86,544  
Warrant grant date fair value      
March 2018 Convertible Note Offering [Member]        
Convertible Note Payable (Textual)        
Converted principal amount     886,367  
Debt discount $ 254,788      
Issuance of warrants 956,833      
Warrants issued to purchase shares 240,342      
Interest amount of convertible notes $ 767      
Fair value derivative liability 84,087      
Secured debt $ 50,000      
Convertible secured promissory note, description A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.      
Aggregate principal amount $ 770,000      
Unpaid interest 140,600   $ 51,293  
The February 2019 Convertible Note Offering [Member]        
Convertible Note Payable (Textual)        
Debt discount $ 222,632      
Warrants issued to purchase shares 133,190      
Convertible secured promissory note, description (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price"). During the six months ended June 30, 2019 a total of 133,190 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.      
Aggregate principal amount $ 1,993,025      
v3.19.2
Related Party Loans (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,400 $ 400
Maturity Date, description 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 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.  
Less: Debt Discount $ (34) (72)
Less: Debt Issuance Costs
Convertible notes unamortized discount premium and debt issuance cost 20,366 328
Less: Current Debt (20,366)
Total Long-Term Debt 328
The March 2018 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 400 $ 400
Interest Rate 14.00% 14.00%
Maturity Date, description March 2020 March 2020
Warrants, Quantity 240,342 59,850
Warrants, Exercise Price $ 4.00 $ 4.00
The February 2019 Convertible Note Offering [Member]    
Related Party Transaction [Line Items]    
Convertible notes payable - related parties, gross $ 20,000
Interest Rate 10.00% 10.00%
Maturity Date, description February – March 2020 February – March 2020
Warrants, Quantity 26,400 1,320
Warrants, Exercise Price $ 0.30 $ 6.00
v3.19.2
Related Party Loans (Details 1) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 03, 2019
Mar. 11, 2019
Feb. 28, 2019
Jan. 31, 2019
Mar. 31, 2019
Jun. 30, 2019
Dec. 31, 2018
Feb. 14, 2019
Feb. 06, 2019
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 2,730,863 $ 1,235,000    
Less: Debt Discount           (79,067) (11,927)    
Notes payable           2,651,796 1,223,073    
Less: Current Debt           (2,651,796) (1,223,073)    
Notes payable - related party, net              
The May 2016 Rosen Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           1,000,000    
Interest Rate           13.00%      
Maturity Date           Nov. 26, 2017      
Warrants, Quantity           50,000      
Warrants, Exercise Price           $ 8.00      
The June 2018 Frommer Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 10,000 10,000    
Interest Rate           6.00%      
Maturity Date           Aug. 17, 2018      
Warrants, Quantity           1,500      
Warrants, Exercise Price           $ 4.00      
The July 2018 Rosen Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           56,695    
Interest Rate           6.00%      
Maturity Date           Aug. 17, 2018      
Warrants, Quantity           1,500      
Warrants, Exercise Price           $ 4.00      
The July 2018 Schiller Loan Agreements [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 20,863 40,000    
Interest Rate           6.00%      
Maturity Date           Aug. 17, 2018      
Warrants, Quantity           7,500      
Warrants, Exercise Price           $ 4.00      
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           2,500      
Warrants, Exercise Price           $ 6.00      
The December 2018 Rosen Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 75,000 75,000    
Interest Rate           6.00%      
Maturity Date           Jan. 26, 2019      
Warrants, Quantity           3,750      
Warrants, Exercise Price           $ 6.00      
The January 2019 Rosen Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 175,000    
Interest Rate       10.00%   10.00%      
Maturity Date       Feb. 15, 2019   Feb. 15, 2019      
Warrants, Quantity           15,000      
Warrants, Exercise Price           $ 6.00      
The February 2019 Gravitas Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross              
Interest Rate           5.00%     5.00%
Maturity Date         Feb. 28, 2019 Feb. 28, 2019      
Warrants, Quantity           375      
Warrants, Exercise Price           $ 6.00      
The February 2019 Rosen Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 50,000    
Interest Rate           10.00%   10.00%  
Maturity Date     Mar. 29, 2019            
Warrants, Quantity           5,000      
Warrants, Exercise Price           $ 6.00      
The March 2019 Gravitas Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross              
Interest Rate   6.00%     6.00% 6.00%      
Maturity Date   Apr. 11, 2019       Apr. 11, 2019      
Warrants, Quantity           500      
Warrants, Exercise Price           $ 6.00      
The May 2019 Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross              
Interest Rate           6.00%      
Maturity Date           Jun. 04, 2019      
Warrants, Quantity           150      
Warrants, Exercise Price           $ 4.00      
The June 2019 Loan Agreement [Member]                  
Related Party Transaction [Line Items]                  
Notes payable - related party, gross           $ 2,400,000    
Interest Rate 12.50%         12.50%      
Maturity Date Dec. 03, 2019                
Warrants, Quantity                
Warrants, Exercise Price                
v3.19.2
Related Party Loans (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 13, 2019
Jun. 03, 2019
Apr. 12, 2019
Mar. 11, 2019
Mar. 11, 2019
Nov. 08, 2018
Jul. 18, 2018
Jul. 17, 2018
Jul. 03, 2018
Sep. 06, 2017
Dec. 31, 2019
Jun. 29, 2019
May 31, 2019
Mar. 29, 2019
Feb. 28, 2019
Feb. 18, 2019
Feb. 14, 2019
Jan. 31, 2019
Dec. 27, 2018
May 26, 2016
Mar. 31, 2019
Mar. 31, 2018
Jun. 30, 2019
Jun. 30, 2018
Feb. 06, 2019
Jun. 29, 2018
Related Party Loans (Textual)                                                    
Maturity date, description                                             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 1,377 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 10,370 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.      
Repaid principal                                             $ 50,000 $ 85,675    
Repaid of interest                                             767      
Living expenses                                             $ 24,342      
The January 2019 Rosen Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                           The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.                    
Promissory note                                   $ 175,000                
Warrant term                                   4 years                
Warrants issued to purchase shares                               703,889   300,000                
Warrants, exercise price                               $ 0.30   $ 0.30                
Interest Rate                                   10.00%         10.00%      
Interest and principal both due date                                   Feb. 15, 2019         Feb. 15, 2019      
The February 2019 Gravitas Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                             The maturity date of February 28, 2019 (the "February 2019 Gravitas Capital Maturity Date").                      
Promissory note                                                 $ 75,000  
Warrants issued to purchase shares                                                 375  
Warrants, exercise price                                                 $ 6.00  
Interest Rate                                             5.00%   5.00%  
Interest and principal both due date                                         Feb. 28, 2019   Feb. 28, 2019      
Repaid principal                                             $ 75,000      
Repaid of interest                                             $ 3,500      
The February 2019 Rosen Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description     The Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019.                     The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. The February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date").                      
Promissory note                                 $ 50,000                  
Warrant term         4 years                       4 years                  
Warrants issued to purchase shares                                 100,000                  
Warrants, exercise price                                 $ 6.00                  
Interest Rate                                 10.00%           10.00%      
Interest and principal both due date                             Mar. 29, 2019                      
The March 2019 Gravitas Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description       The March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019  (the "March 2019 Gravitas Capital Maturity Date").                                            
Promissory note       $ 80,000 $ 80,000                                          
Warrants issued to purchase shares       375 375                               500          
Warrants, exercise price       $ 6.00 $ 6.00                               $ 6.00          
Interest Rate       6.00% 6.00%                               6.00%   6.00%      
Interest and principal both due date       Apr. 11, 2019                                     Apr. 11, 2019      
Repaid principal       $ 80,000                                            
Repaid of interest       $ 10,000                                            
The February 2019 Convertible Note Offering [Member]                                                    
Related Party Loans (Textual)                                                    
Warrants issued to purchase shares                                             133,190      
Related party made non-interest bearing loans $ 100,000                         $ 300,000                        
The May 2019 Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                         The Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.                          
Promissory note                         $ 10,000                          
Warrants issued to purchase shares                         150                          
Warrants, exercise price                         $ 4.00                          
Repaid principal                                             $ 10,000      
Repaid of interest                                             $ 500      
The June 2019 Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description   The Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by June 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.                                                
Interest Rate   12.50%                                         12.50%      
Interest and principal both due date   Dec. 03, 2019                                                
May 2016 Rosen Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Unpaid interest                   $ 124,306                                
Warrants issued to purchase shares                                       50,000            
Interest Rate                                       12.50%            
Interest and principal both due date                                       Nov. 26, 2017            
Secured term loan                                       $ 1,000,000            
June 2018 Frommer Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Fair value of warrants           $ 4,645                                        
Maturity date, description                       The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.   The Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019.   On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019.                    
Promissory note                                                   $ 10,000
Warrants issued to purchase shares           40,854                   2,077                   1,500
Warrants, exercise price           $ 6.00                   $ 6.00                   $ 0.30
Interest Rate                                                   6.00%
Interest and principal both due date           Mar. 07, 2019                   Aug. 17, 2018                    
First July 2018 Schiller Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                           The Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019.                    
Promissory note                 $ 35,000                                  
Warrants issued to purchase shares                 75,000                                  
Interest Rate                 6.00%                                  
Interest and principal both due date                 Aug. 17, 2018                                  
Notes conversion, description                           As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.                        
Repaid principal                                             $ 10,000      
Repaid of interest                                             1,123      
Second July 2018 Schiller Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Principal amount               $ 4,137               $ 4,137                    
Maturity date, description           The Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019.               The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.                    
Promissory note               $ 25,000                                    
Warrants issued to purchase shares           5,095   3,750               5,180                    
Warrants, exercise price           $ 6.00   $ 4.00               $ 6.00                    
Interest Rate               6.00%                                    
Interest and principal both due date               Aug. 17, 2018                                    
Second July 2018 Rosen Loan Agreements [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                           The Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019.                    
Promissory note             $ 50,000                                      
Warrants issued to purchase shares           10,198 7,500                                      
Warrants, exercise price           $ 6.00                                        
Interest Rate             6.00%                                      
Interest and principal both due date           Mar. 07, 2019 Aug. 17, 2018                                      
Repaid principal                                             50,000      
Repaid of interest                                             2,900      
The December 2018 Rosen Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Maturity date, description                           The Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019.   The Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019.                    
Promissory note                                     $ 75,000              
Warrants issued to purchase shares                               35,194     75,000              
Warrants, exercise price                               $ 6.00     $ 0.30              
Interest Rate                                     6.00%              
Interest and principal both due date                                     Jan. 26, 2018              
December 2018 Gravitas Capital Loan Agreement [Member]                                                    
Related Party Loans (Textual)                                                    
Promissory note                                     $ 50,000              
Warrants issued to purchase shares                                     2,500              
Interest Rate                                     6.00%              
Interest and principal both due date                                     Jan. 27, 2018              
Repaid principal                                             50,000      
Repaid of interest                                             250      
Investors [Member] | The March 2018 Convertible Note Offering [Member]                                                    
Related Party Loans (Textual)                                                    
Gross proceeds of private placement offering                                           $ 239,400        
Convertible note                                         $ 900,000          
Issuance of warrants                                           59,850        
Fair value of warrants                                           $ 300,000        
Convertible secured promissory note, description                                           The Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price").        
Maturity date, description                                           The Notes mature on the second (2nd) anniversary of their issuance dates.        
Debt discount                                         $ 84,854          
Investors [Member] | The March 2018 Convertible Note Offering [Member] | Forecast [Member]                                                    
Related Party Loans (Textual)                                                    
Convertible note                     $ 239,000                              
Unpaid interest                     $ 15,401                              
Investors [Member] | The February 2019 Convertible Note Offering [Member]                                                    
Related Party Loans (Textual)                                                    
Gross proceeds of private placement offering                                             20,000      
Principal amount                                             15,000      
Unpaid interest                                             $ 863      
Convertible secured promissory note, description                                             The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a "February 2019 Note" and together, the "February 2019 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at the lesser of (i) a fixed conversion price equal to $0.25 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company's consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a "Qualified Offering"), and (b) a four-year stock purchase warrant (each a "Warrant and together the "Warrants") to purchase a quantity of shares of the Company's common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $6.00 per share ("Exercise Price").      
Debt discount                                             $ 2,465      
Warrants issued to purchase shares                                             1,320      
v3.19.2
Stockholders' Deficit (Details) - shares
Jun. 30, 2019
Dec. 31, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Common shares issuable 8,830,479 6,475,340
Tender offer 1 [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 61,832,962  
Common shares issuable 20,610,782  
Warrants tendered 50,602,968  
Shares issued 16,977,084  
Tender offer 2 [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 53,754,849  
Common shares issuable 26,727,425  
Warrants tendered 50,052,133  
Shares issued 25,026,377  
Total [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrants subject to tender 115,587,811  
Common shares issuable 47,338,207  
Warrants tendered 100,655,101  
Shares issued 42,003,461  
v3.19.2
Stockholders' Deficit (Details 1) - Warrant [Member] - $ / shares
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price   $ 4
Expected dividends 0.00% 0.00%
Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 4.00  
Expected volatility 107.59% 92.14%
Risk free interest rate 1.93% 1.64%
Expected life of warrant 4 years 4 years
Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise price $ 6.00  
Expected volatility 114.13% 100.56%
Risk free interest rate 2.41% 2.69%
Expected life of warrant 5 years 5 years
v3.19.2
Stockholders' Deficit (Details 2) - Warrants [Member]
6 Months Ended
Jun. 30, 2019
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Options/Warrant, Outstanding | shares 55,481,418
Warrants, Granted | shares 422,314
Warrant, Exercised | shares
Warrants, Forfeited/Cancelled | shares (5,252,130)
Options/Warrant, Outstanding | shares 713,135
Weighted Average Exercise Price, Outstanding | $ / shares $ 5.40
Weighted Average Exercise Price, Granted | $ / shares 5.89
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares 5.32
Weighted Average Exercise Price, Outstanding | $ / shares $ 5.20
v3.19.2
Stockholders' Deficit (Details 3) - Warrant [Member]
6 Months Ended
Jun. 30, 2019
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Warrants Outstanding, Exercise price $ 5.20
Warrants Outstanding, Number Outstanding | shares 718,325
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) 3 years 3 months 26 days
Warrants Exercisable, Weighted Average Exercise Price $ 5.20
Warrants Exercisable , Number Exercisable | shares 718,325
Warrants Exercisable, Weighted Average Exercise Price $ 3.32
v3.19.2
Stockholders' Deficit (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2019
Feb. 28, 2019
Jan. 04, 2019
Jan. 03, 2019
Aug. 31, 2018
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Stockholders' Deficit (Textual)                    
Number of shares authorized to issue           35,000,000   35,000,000   35,000,000
Common stock, par value           $ 0.001   $ 0.001   $ 0.001
Common stock, shares authorized           15,000,000   15,000,000   15,000,000
Preferred stock, par value           $ 0.001   $ 0.001   $ 0.001
Preferred stock, shares authorized           20,000,000   20,000,000   20,000,000
Preferred stock, shares issued              
Preferred stock, shares outstanding              
Restricted common stock issued, shares     2,000,000 500,000            
Restricted common stock issued to settle liabilities, value     $ 240,000 $ 70,050            
Net loss           $ (1,585,414) $ (2,411,238) $ (3,469,855) $ (4,504,868)  
Warrant [Member]                    
Stockholders' Deficit (Textual)                    
Warrants issued               41,140    
Fair value of warrants               $ 122,777    
Warrant [Member] | Convertible Notes Payable [Member]                    
Stockholders' Deficit (Textual)                    
Warrants issued               133,190    
Fair value of warrants               $ 252,533    
Warrant [Member] | Note Payable Related Party [Member]                    
Stockholders' Deficit (Textual)                    
Warrants issued               94,757    
Fair value of warrants               $ 106,378    
Warrant [Member] | Notes Payable Related Party One [Member]                    
Stockholders' Deficit (Textual)                    
Warrants issued               1,320    
Fair value of warrants               $ 2,465    
Warrant Tender One [Member]                    
Stockholders' Deficit (Textual)                    
Purchase agreement, description   The Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.                
Exercise price   $ 4.00                
Warrant Tender Two [Member]                    
Stockholders' Deficit (Textual)                    
Purchase agreement, description The Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.                  
Exercise price $ 6.00                  
August 2018 Equity Raise [Member]                    
Stockholders' Deficit (Textual)                    
Purchase agreement, description         The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").          
Warrants term         5 years          
August 2018 Equity Raise [Member] | Warrant [Member]                    
Stockholders' Deficit (Textual)                    
Warrants issued               129,966    
Fair value of warrants               $ 334,985    
v3.19.2
Commitments and Contingencies (Details)
Jun. 30, 2019
USD ($)
Summary of future minimum lease payments  
2020 $ 102,927
2021 106,927
2022 111,257
2023 109,730
2024 2,081
Total $ 432,922
v3.19.2
Commitments and Contingencies (Details Textual)
1 Months Ended 6 Months Ended
May 05, 2018
USD ($)
ft²
Apr. 02, 2019
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2018
USD ($)
Apr. 04, 2019
Commitments and Contingencies (Textual)          
Lease term 5 years       4 years
Area of office space | ft² 2,300        
Rent expense     $ 36,671 $ 69,022  
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. The Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. Total amount due under this lease is $108,229      
Total amount due $ 411,150 $ 108,229      
v3.19.2
Subsequent Events (Details) - Subsequent Events [Member] - USD ($)
1 Months Ended
Jul. 26, 2019
Jul. 16, 2019
Aug. 06, 2019
Aug. 12, 2019
Jul. 29, 2019
The July 2019 Loan Agreement [Member]          
Subsequent Events (Textual)          
Principal amount       $ 3,000,000 $ 2,500,000
The July 2019 Gravitas Capital Loan Agreement [Member]          
Subsequent Events (Textual)          
Principal amount   $ 100,000      
Warrant term   5 years      
Warrant issued to purchase common stock   1,000      
Purchase price   $ 6.00      
Interest at flat rate   $ 5,000      
The August 2019 Schiller Loan Agreement [Member]          
Subsequent Events (Textual)          
Principal amount     $ 15,000    
Warrant term     5 years    
Warrant issued to purchase common stock     225    
Purchase price     $ 6.00    
Interest at flat rate     $ 750    
The August 2019 Loan Agreement [Member]          
Subsequent Events (Textual)          
Principal amount     $ 12,000    
Warrant term     5 years    
Warrant issued to purchase common stock     180    
Purchase price     $ 6.00    
Interest at flat rate     $ 600    
Investor [Member] | The July 2019 Loan Agreement [Member]          
Subsequent Events (Textual)          
Principal amount $ 12,000        
Warrant term 5 years        
Warrant issued to purchase common stock 3,600        
Purchase price $ 0.30        
Interest at flat rate $ 600