JERRICK MEDIA HOLDINGS, INC., 10-Q filed on 6/18/2018

Quarterly Report

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

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	Jun. 18, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Jerrick Media Holdings, Inc.
Entity Central Index Key	0001357671
Trading Symbol	JMDA
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		40,524,432

Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 122,106	$ 111,051
Prepaid expenses	118,338
Accounts receivable	2,846	1,325
Total Current Assets	243,290	112,376
Property and equipment, net	37,633	48,056
Security deposit	17,000	17,000
Total Assets	297,923	177,432
Current Liabilities
Accounts payable and accrued liabilities	1,647,671	1,462,106
Accrued dividends	529,477	472,444
Demand loan	10,366	10,366
Current portion of Convertible Notes - related party, net	30,379
Current portion of Convertible Notes, net	25,000	96,500
Current portion of capital lease payable	4,732	4,732
Note payable - related party, net	1,259,000	1,249,000
Note payable, net	373,500	689,500
Line of credit - related party	130,000	130,000
Line of credit	19,996	44,996
Total Current Liabilities	4,030,121	4,159,644
Non-current Liabilities:
Convertible Notes - related party, net of debt discount	1,509,728	1,345,246
Convertible Notes, net of debt discount and issuance costs	3,401,126	2,512,293
Total Non-current Liabilities	4,910,854	3,857,539
Total Liabilities	8,940,975	8,017,183
Commitments and contingencies
Stockholders' Deficit
Common stock par value $0.001: 300,000,000 shares authorized; 40,524,432 and 39,520,682 issued and outstanding as of March 31, 2018 and December 31,2017 respectively	40,525	39,521
Additional paid in capital	15,733,606	14,387,247
Accumulated deficit	(24,398,215)	(22,247,551)
Less: Treasury stock, 220,000 and 220,000 shares, respectively	(19,007)	(19,007)
Total Stockholders' Deficit	(8,643,052)	(7,839,751)
Total Liabilities and Stockholders' Deficit	297,923	177,432
Series A Preferred stock
Stockholders' Deficit
Preferred stock value	31	31
Series B Preferred stock
Stockholders' Deficit
Preferred stock value	8	8
Series D Preferred stock
Stockholders' Deficit
Preferred stock value

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	40,524,432	39,520,682
Common stock, shares outstanding	40,524,432	39,520,682
Treasury stock, shares	220,000	220,000
Series A Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	31,581	31,581
Preferred stock, shares outstanding	31,581	31,581
Series B Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	8,063	8,063
Preferred stock, shares outstanding	8,063	8,063
Series D Preferred stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Net revenue	$ 16,249	$ 41,842
Operating expenses
Compensation	651,788	546,110
Consulting fees	95,799	140,005
General and administrative	592,239	383,738
Total operating expenses	1,339,826	1,069,853
Loss from operations	(1,323,577)	(1,028,011)
Other income (expenses)
Interest expense	(268,125)	(57,387)
Accretion of debt discount and issuance cost	(174,888)	(293,180)
Gain (loss) on settlement of vendor liabilities	1,875	(110,674)
Loss on extinguishment of debt	(342,367)
Gain on settlement of debt	13,452
Other income (expenses), net	(770,053)	(461,241)
Loss before income tax provision	(2,093,630)	(1,489,252)
Income tax provision
Net loss	$ (2,093,630)	$ (1,489,252)
Per-share data
Basic and diluted loss per share	$ (0.05)	$ (0.04)
Weighted average number of common shares outstanding	39,930,275	36,462,497

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,093,630)	$ (1,489,252)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	10,423	9,301
Accretion of debt discount and issuance cost	174,888	293,180
Share-based compensation	232,635	186,977
Gain (loss) on settlement of vendor liabilities	(1,875)	110,674
Gain on settlement of debt	(13,452)
Loss on extinguishment of debt	342,366
Changes in operating assets and liabilities:
Prepaid expenses	(18,802)	10,000
Accounts receivable	(1,521)
Accounts payable and accrued expenses	244,619	(43,230)
Net Cash Used In Operating Activities	(1,124,349)	(922,351)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of notes	50,000	926,585
Repayment of notes	(76,500)
Proceeds from issuance of convertible note	1,080,452
Repayment of convertible notes	(71,500)
Proceeds from issuance of convertible notes - related party	265,452
Proceeds from issuance of note payable - related party	135,000	90,000
Repayment of note payable - related party	(125,000)	(120,000)
Repayment of line of credit	(25,000)	(19,206)
Cash paid for debt issuance costs	(97,500)	(75,559)
Net Cash Provided By Financing Activities	1,135,404	801,820
Net Change in Cash	11,055	(120,531)
Cash - Beginning of Year	111,051	174,494
Cash - End of Year	122,106	53,963
Cash Paid During the Year for:
Income taxes
Interest	37,472	3,534
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of vendor liabilities	3,750	353,732
Beneficial conversion feature on convertible notes	38,413	100,665
Accrued dividends	57,032	43,718
Warrants issued with debt	554,639	560,990
Issuance of common stock for prepaid services	116,300
Conversion of note payable and interest into convertible notes	341,442
Warrants issued with amendment to notes payable	$ 135,596

Organization and Operations	3 Months Ended
Organization and Operations	Mar. 31, 2018
Organization and Operations [Abstract]
Organization and Operations	Note 1 – Organization and Operations Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Jerrick Media” or “Jerrick”) (formerly Great Plains Holdings, Inc. or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business through the acquisition and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing properties. Historically, the Company has principally engaged in the manufacture and marketing of the LiL Marc, a plastic boys’ toilet-training device, which we discontinued as of December 31, 2014. On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 28,500,000 shares of GTPH’s common stock. GTPH assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. Jerrick Media is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick’s content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.

Significant and Critical Accounting Policies and Practices

3 Months Ended

Mar. 31, 2018

Significant and Critical Accounting Policies and Practices [Abstract]

Significant and Critical Accounting Policies and Practices

Note 2 – Significant and Critical Accounting Policies and Practices

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

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2017.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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

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

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

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

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

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

Actual results could differ from those estimates.

Principles of consolidation

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

As of March 31, 2018, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate		State or other jurisdiction of incorporation or organization		Company interest

Jerrick Ventures LLC		The State of Delaware			100	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

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

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

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

Cash Equivalents

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

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

Property and Equipment

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

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		5

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

Commitments and Contingencies

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

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

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

Derivative Liability

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

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes gross revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. During the three months ended March 31, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

Stock-Based Compensation

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

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

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

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

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

Income Taxes

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

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

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

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three months ended March 31, 2018 and 2017 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at March 31, 2018 and 2017:

		March 31, 2018				March 31, 2017
Series A Preferred stock			192,567				203,134
Series B Preferred stock			40,929				40,929
Options			17,649,990				2,259,090
Warrants			55,521,987				21,813,281
Convertible notes - related party			9,526,533				-
Convertible notes			23,796,858				1,426,759
Totals			106,728,864				25,743,193

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Adopted Accounting Guidance

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

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This standard is required to be adopted in the first quarter of 2018. The Company has adopted the methodologies prescribed by ASU 2017-09, the adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations.

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

Adoption of ASU 2017-11

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

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the three months ended March 31, 2017 are presented below:

Consolidated Statement of Operations Three Months Ended March 31, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(330,897	)		$	37,718			$	(293,179	)

Derivative expense		$	(254,470	)		$	254,470			$	-

Change in fair value of derivative liabilities		$	223,766			$	(223,766	)		$	-

Net loss		$	(1,557,673	)		$	68,422			$	(1,489,251	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.04	)		$	(0.00	)		$	(0.04	)

Recent Accounting Guidance Not Yet Adopted

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

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

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

Going Concern	3 Months Ended
Going Concern	Mar. 31, 2018
Going Concern [Abstract]
Going Concern	Note 3 – Going Concern The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2018, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Line of Credit

3 Months Ended

Mar. 31, 2018

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

Note 4 – Line of Credit

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

		Outstanding Balances as of
		March 31, 2018				December 31, 2017
Revolving Note			19,996				44,996
		$	19,996			$	44,996

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

The balance outstanding on the Revolving Note at March 31, 2018 and December 31, 2017 was $19,996 and $44,996, respectively. As of the date of this filing the Revolving Note has been paid off.

Notes Payable

3 Months Ended

Mar. 31, 2018

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

Note 5 – Notes Payable

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

		Outstanding Principal as of														Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
February 22, 2017			373,500				400,000				12	%		September 1, 2017			2,450,000			$	0.20
June 12, 2017			-				50,000				12	%		September 1, 2017			35,000			$	0.20
November 28, 2017			-				100,000				15	%		January 12, 2018			-			$	-
November 29, 2017			-				50,000				15	%		January 13, 2018			-			$	-
November 29, 2017			-				100,000				15	%		January 13, 2018			-			$	-
			373,500				700,000
Less: Debt Discount			-				(10,500	)
		$	373,500			$	689,500

Private Placement Offerings:

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

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

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

Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the “February 2017 Offering Maturity Date”). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible Note Offering”). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. During the three months ended March 31, 2018 the company has repaid $26,500 in principal and $26,375 in interest.

On June 12, 2017, the Company entered into a loan agreement (the “June 2017 Loan Agreement”) with an individual (the “June 2017 Lender”), the June 2017 Lender issued the Company a promissory note of $50,000 (the “June 2017 Note”). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 35,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the June 2017 Note was September 1, 2017 (the “June 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due. During the three months ended March 31, 2018 the Company has repaid $50,000 in principal and the debtor has forgiven the interest of $4,424 this was recorded as a gain on forgiveness of debt.

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

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

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

On March 14, 2018, the Company entered into a loan agreement (the “March 2018 Loan Agreement”) with an individual (the “March 2018 Lender”), the March 2018 Lender issued the Company a promissory note of $50,000 (the “March 2018 Note”). Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of 12% per annum. As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the March 2018 Note was March 29, 2018 (the “March 2018 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due. On March 29, 2018, the March 2018 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering.

Convertible Note Payable

3 Months Ended

Mar. 31, 2018

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

Convertible Note Payable

Note 6 – Convertible Note Payable

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

		Outstanding Principal as of																		Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Conversion Price				Maturity Date		Quantity				Exercise Price
November – December, 2016			25,000				25,000				10	%			0.30			November 1, 2017			400,000				0.30
June, 2017			-				71,500				12	%			Not Applicable			September 1, 2017			114,700				0.20
August – November 2017			2,943,884				2,943,884				15	%			0.20	(*)		August – November 2019			14,716,419				0.20
December 21, 2017			100,000				100,000				15	%			0.20	(*)		December 21, 2019			500,000.00				0.20
January – February 2018			1,015,675				-				15	%			0.20	(*)		January – February 2020			5,078,375				0.20
February 8, 2018			40,750				-				18	%			0.20	(*)		February 8, 2020			81,500				0.20
March 2018			370,767				-				14	%			0.20	(*)		March 2020			1,853,833				0.20
			4,496,076				3,140,384
Less: Debt Discount			(846,146	)			(452,022	)
Less: Debt Issuance Costs			(223,803	)			(79,569	)
			3,426,126				2,608,793
Less: Current Debt			(25,000	)			(96,500	)
Total Long-Term Debt		$	3,401,126			$	2,512,293

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

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

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

The August 2017 Convertible Note Offering

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

The August Offering consisted of a maximum of $6,000,000 of units of the Company’s securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates.

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

The Company recorded a $472,675 debt discount relating to 7,925,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

In connection with the Offering, the Company paid a placement agent a cash fee of $90,508 to carry out the Offering on a “best-efforts” basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost.

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

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 “Investors”) for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company’s short term debt along with accrued but unpaid interest of $40,675 was converted into the February 2018 Offering. The conversions resulted in the issuance of 1,453,375 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

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

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

The conversion feature of the February 2018 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 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

In connection with the Offering, the Company retained 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 (13%) of the Conversion Shares underlying the 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 the note to accretion of debt discount and issuance cost.

On February 8, 2018, the Company issued a convertible note to a third party lender totaling $40,750 (the “February 2018 Note”). The February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on February 8, 2020. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,962.55 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note. The February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The February 2018 Note is secured by a second priority lien on the assets of the Company.

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 $320,000. In addition, $50,000 of the Company’s short term debt along with accrued but unpaid interest of $767 was converted into the March 2018 Convertible Note Offering. The conversions resulted in the issuance of 253,833 warrants with a fair value of $25,631. These were recorded as a loss on extinguishment of debt.

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

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

The Company recorded a $120,832 debt discount relating to 1,600,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

Related Party Loan

3 Months Ended

Mar. 31, 2018

Related Party Loan [Abstract]

Related Party Loan

Note 7 – Related Party Loan

Convertible notes

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

		Outstanding Principal as of														Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
August – October 2017			1,416,026				1,416,026				15	%		August – October 2019			4,589,466				0.20
December 21, 2017			100,000				100,000				15	%		December 21, 2019			500,000				0.20
January – February 2018			25,000				-				15	%		January – February 2020			125,000				0.20
February 8, 2018			40,750				-				20	%		September 30, 2018			81,500				0.20
March 2018			205,000				-				14	%		March 2020			1,025,000				0.20
			1,786,776				1,516,026
Less: Debt Discount			(241,293	)			(170,780	)
Less: Debt Issuance Costs			(5,375	)			-
			1,540,108				1,345,246
Less: Current Debt			(30,380	)			-
Total Long-Term Debt		$	1,509,728			$	1,345,246

The August 2017 Convertible Note Offering – Related Party

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

The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant ( each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates.

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

The Company recorded a $160,700 debt discount relating to 2,525,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

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

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 “Investors”) for aggregate gross proceeds of $25,000.

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

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

The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $1,063, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

The Company recorded a $11,054 debt discount relating to 125,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

In connection with the Offering, the Company retained the Placement Agent, to carry out the Offering on a “best-efforts” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $3,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost.

On February 8, 2018, the Company issued a convertible note to a third party lender totaling $40,750 (the “Second February 2017 Note”). The Second February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on September 30, 2018. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note The Second February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second February 2018 Note is secured as a second priority lien on the assets of the Company.

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 $205,000.

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

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

The Company recorded a $75,319 debt discount relating to 1,025,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

Notes payable

Notes payable – related party as of March 31, 2018 and December 31, 2017 is as follows:

		Outstanding Principal as of																Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date				Quantity				Exercise Price
May 26, 2016			1,000,000				1,000,000				13	%			November 26, 2017				1,000,000				0.40
September 8, 2017			224,000				224,000				1	%			September 24, 2017				125,000				0.20
November 20, 2017			-				25,000				15	%			December 31, 2017				-				-
March 4, 2018			10,000				-				12	%			March 19, 2018				10,000				0.20
March 9, 2018			15,000				-				12	%			March 24, 2018				15,000				0.20
March 13, 2018			10,000				-				12	%			March 28, 2018				10,000				0.20
			1,259,000				1,249,000

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 of $1,000,000 (the “May 2016 Rosen Loan”). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $0.40 per share (the “May 2016 Rosen Warrant”). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 26 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $150,128 (the “May 26 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 26 Rosen Loan Interest was deemed paid in full through the Conversion Date.

On September 8, 2017, the Company entered into a loan agreement (the “September 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $224,000 (the “September 2017 Rosen Note”). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.20 per share. On November 13, 2017, in consideration for extending the Promissory Note, Rosen was issued a warrant to purchase 100,000 shares of the Company’s Common Stock exercisable within five (5) years and with an exercise price of $0.20 per share. On February 20, 2018 the company entered into a Forbearance agreement whereas the Company issued Rosen a five-year warrant to purchase 448,000 shares of the Company’s common stock at a purchase price of $0.20 per share. The warrants had a fair value of $65,378 which was recorded to Loss on extinguishment of debt. The new Maturity Date is September 8, 2018.

On November 20, 2017, the Company entered into a loan agreement (the “November 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company issued Schiller a promissory note of $25,000 (the “November 2017 Schiller Note”). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. During the three months ended March 31, 2018 the Company repaid $25,000 in principal and $637 in interest.

On January 16, 2018, the Company entered into a loan agreement (the “January 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $60,000 (the “January 2018 Rosen Note”). The January 2018 Rosen Note is secured by an officer of the Company whereas upon default an officer of the company owes default shares to the lender equal to the amount of principal outstanding divided by 0.20. Pursuant to the January 2018 Rosen Loan Agreement, the January 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 31, 2018 (the “January 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. During the three months ended the company have repaid $60,000 in principal and $200 in interest.

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

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

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

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

Line of credit

On May 9, 2017, the Company entered into a Revolving Line of Credit (the “LOC”) with Grawin, LLC, an LLC controlled by Arthur Rosen, a related party. The LOC was established for a period of twelve months in which the Company can borrow principal up to $130,000. The LOC bears interest at a rate of 18%.

As of March 31, 2018, the total outstanding balance of line of credit - related party was $130,000.

Capital Leases Payable

3 Months Ended

Mar. 31, 2018

Capital Leases Payable [Abstract]

Capital Leases Payable

Note 8 – Capital Leases Payable

Capital lease obligation consisted of the following:

				March 31, 2018				December 31, 2017

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

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

		Capital lease obligation, net of current maturities			-				-

		TOTAL CAPITAL LEASE OBLIGATION		$	4,732			$	4,732

The capital leases mature as follows:

2018:

$

4,732

$

4,732

Stockholders' Deficit

3 Months Ended

Mar. 31, 2018

Stockholders' Deficit [Abstract]

Stockholders' Deficit

Note 9 – Stockholders’ Deficit

Shares Authorized

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

Common Stock

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

During the three months ended March 31, 2018, the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the three months ended March 31, 2018 the company recorded $16,764 to share based payments.

Stock Options

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

At March 31, 2018 and 2017, the aggregate intrinsic value of options outstanding and exercisable was $0 and $0, respectively.

Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $215,871 and $22,976, for the three months ended March 31, 2018 and 2017, respectively.

The Company did not issue any new options during the three months ended March 31, 2018.

Warrants

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

The assumptions used for warrants granted during the three months ended March 31, 2018 are as follows:

		March 31, 2018				March 31, 2017
Exercise price		$	0.20			$	0.40-0.20
Expected dividends			0	%			0	%
Expected volatility			93.69%-100.56	%			92.24-92.96	%
Risk free interest rate			1.64%-2.69	%			1.93-2.03	%
Expected life of warrant			4 - 5 years				5 years

Warrant Activities

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

		Warrants				Weighted Average Exercise Price

Outstanding – December 31, 2017			46,193,779			$	0.25
Granted			9,328,208				0.20
Exercised			-				-
Forfeited/Cancelled			-				-
Outstanding and Exercisable – March 31, 2018			55,521,987			$	0.25

	Warrants Outstanding														Warrants Exercisable
	Exercise price				Number Outstanding				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price		Number Exercisable				Weighted Average Exercise Price
$	0.20				55,021,987				3.89				0.25		55,021,987				0.25

During the three months ended March 31, 2018, a total of 600,000 warrants were issued with promissory notes (See Note 5 above). The warrants have a grant date fair value of $83,236 using a Black-Scholes option-pricing model and the above assumptions.

During the three months ended March 31, 2018, a total of 7,013,708 warrants were issued with convertible notes (See Note 6 above). The warrants have a grant date fair value of $976,689 using a Black-Scholes option-pricing model and the above assumptions.

During the three months ended March 31, 2018, a total of 483,000 warrants were issued with notes payable – related party (See Note 7 above). The warrants have a grant date fair value of $70,291 using a Black-Scholes option-pricing model and the above assumptions.

During the three months ended March 31, 2018, a total of 1,231,500 warrants were issued with convertible notes payable – related party (See Note 7 above). The warrants have a grant date fair value of $149,642 using a Black-Scholes option-pricing model and the above assumptions.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 10 – Subsequent Events Subsequent to March 31, 2018, the Company received gross proceeds of $450,000 of the issuance of convertible notes. In addition, $140,600 of the Company’s vendor liabilities was converted into convertible debentures. As additional consideration for entering in the convertible debentures, the Company issued the investors 4-year warrant to purchase 2,953,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to March 31, 2018, the Company received gross proceeds of $588,500 of the issuance of notes payable. As additional consideration for entering in the debentures, the Company issued the investors 5-year warrant to purchase 1,765,500 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to March 31, 2018, the Company received gross proceeds from related parties of $34,400 of the issuance of convertible notes. As additional consideration for entering in the convertible debentures, the Company issued the investors 4-year warrant to purchase 172,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to March 31, 2018, the Company received gross proceeds from related parties of $100,000 of the issuance of notes payable. As additional consideration for entering in the convertible debentures, the Company issued the investors 5-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share.

Significant and Critical Accounting Policies and Practices (Policies)

3 Months Ended

Mar. 31, 2018

Significant and Critical Accounting Policies and Practices [Abstract]

Basis of Presentation - Unaudited Interim Financial Information

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2017.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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

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

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

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

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

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

Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation

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

As of March 31, 2018, the Company’s consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate		State or other jurisdiction of incorporation or organization		Company interest

Jerrick Ventures LLC		The State of Delaware			100	%

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

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

Cash Equivalents

Cash Equivalents

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

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

Property and Equipment

Property and Equipment

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

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		5

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

Commitments and Contingencies

Commitments and Contingencies

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

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

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

Derivative Liability

Derivative Liability

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

Revenue Recognition

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes gross revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. During the three months ended March 31, 2018 the Company recorded revenue from the following sources: products at auction, sponsored content and affiliate sites.

Stock-Based Compensation

Stock-Based Compensation

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

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

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

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

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

Income Taxes

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

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

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

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three months ended March 31, 2018 and 2017 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at March 31, 2018 and 2017:

		March 31, 2018				March 31, 2017
Series A Preferred stock			192,567				203,134
Series B Preferred stock			40,929				40,929
Options			17,649,990				2,259,090
Warrants			55,521,987				21,813,281
Convertible notes - related party			9,526,533				-
Convertible notes			23,796,858				1,426,759
Totals			106,728,864				25,743,193

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

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

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This standard is required to be adopted in the first quarter of 2018. The Company has adopted the methodologies prescribed by ASU 2017-09, the adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations.

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

Adoption of ASU 2017-11

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

Tabular summaries of the revisions and the corresponding effects on the statement of earnings for the three months ended March 31, 2017 are presented below:

Consolidated Statement of Operations Three Months Ended March 31, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(330,897	)		$	37,718			$	(293,179	)

Derivative expense		$	(254,470	)		$	254,470			$	-

Change in fair value of derivative liabilities		$	223,766			$	(223,766	)		$	-

Net loss		$	(1,557,673	)		$	68,422			$	(1,489,251	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.04	)		$	(0.00	)		$	(0.04	)

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

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

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

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

Significant and Critical Accounting Policies and Practices (Tables)

3 Months Ended

Mar. 31, 2018

Significant and Critical Accounting Policies and Practices [Abstract]

Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate		State or other jurisdiction of incorporation or organization		Company interest

Jerrick Ventures LLC		The State of Delaware			100	%

Schedule of property and equipment estimated useful life

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		5

Schedule of common stock equivalents

		March 31, 2018				March 31, 2017
Series A Preferred stock			192,567				203,134
Series B Preferred stock			40,929				40,929
Options			17,649,990				2,259,090
Warrants			55,521,987				21,813,281
Convertible notes - related party			9,526,533				-
Convertible notes			23,796,858				1,426,759
Totals			106,728,864				25,743,193

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

Consolidated Statement of Operations Three Months Ended March 31, 2017
		Previously Reported				Revisions				Revised Reported
Accretion of debt discount and issuance cost		$	(330,897	)		$	37,718			$	(293,179	)

Derivative expense		$	(254,470	)		$	254,470			$	-

Change in fair value of derivative liabilities		$	223,766			$	(223,766	)		$	-

Net loss		$	(1,557,673	)		$	68,422			$	(1,489,251	)

Net loss per ordinary share:
Basic and diluted loss per share		$	(0.04	)		$	(0.00	)		$	(0.04	)

Line of Credit (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of line of credit

		Outstanding Balances as of
		March 31, 2018				December 31, 2017
Revolving Note			19,996				44,996
		$	19,996			$	44,996

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of notes payable

		Outstanding Principal as of														Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
February 22, 2017			373,500				400,000				12	%		September 1, 2017			2,450,000			$	0.20
June 12, 2017			-				50,000				12	%		September 1, 2017			35,000			$	0.20
November 28, 2017			-				100,000				15	%		January 12, 2018			-			$	-
November 29, 2017			-				50,000				15	%		January 13, 2018			-			$	-
November 29, 2017			-				100,000				15	%		January 13, 2018			-			$	-
			373,500				700,000
Less: Debt Discount			-				(10,500	)
		$	373,500			$	689,500

Convertible Note Payable (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of convertible notes payable

		Outstanding Principal as of																		Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Conversion Price				Maturity Date		Quantity				Exercise Price
November – December, 2016			25,000				25,000				10	%			0.30			November 1, 2017			400,000				0.30
June, 2017			-				71,500				12	%			Not Applicable			September 1, 2017			114,700				0.20
August – November 2017			2,943,884				2,943,884				15	%			0.20	(*)		August – November 2019			14,716,419				0.20
December 21, 2017			100,000				100,000				15	%			0.20	(*)		December 21, 2019			500,000.00				0.20
January – February 2018			1,015,675				-				15	%			0.20	(*)		January – February 2020			5,078,375				0.20
February 8, 2018			40,750				-				18	%			0.20	(*)		February 8, 2020			81,500				0.20
March 2018			370,767				-				14	%			0.20	(*)		March 2020			1,853,833				0.20
			4,496,076				3,140,384
Less: Debt Discount			(846,146	)			(452,022	)
Less: Debt Issuance Costs			(223,803	)			(79,569	)
			3,426,126				2,608,793
Less: Current Debt			(25,000	)			(96,500	)
Total Long-Term Debt		$	3,401,126			$	2,512,293

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

Related Party Loan (Tables)

3 Months Ended

Mar. 31, 2018

Related Party Loan [Abstract]

Schedule of convertible notes payable - related party

		Outstanding Principal as of														Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date		Quantity				Exercise Price
August – October 2017			1,416,026				1,416,026				15	%		August – October 2019			4,589,466				0.20
December 21, 2017			100,000				100,000				15	%		December 21, 2019			500,000				0.20
January – February 2018			25,000				-				15	%		January – February 2020			125,000				0.20
February 8, 2018			40,750				-				20	%		September 30, 2018			81,500				0.20
March 2018			205,000				-				14	%		March 2020			1,025,000				0.20
			1,786,776				1,516,026
Less: Debt Discount			(241,293	)			(170,780	)
Less: Debt Issuance Costs			(5,375	)			-
			1,540,108				1,345,246
Less: Current Debt			(30,380	)			-
Total Long-Term Debt		$	1,509,728			$	1,345,246

Schedule of notes payable - related party

		Outstanding Principal as of																Warrants
		March 31, 2018				December 31, 2017				Interest Rate				Maturity Date				Quantity				Exercise Price
May 26, 2016			1,000,000				1,000,000				13	%			November 26, 2017				1,000,000				0.40
September 8, 2017			224,000				224,000				1	%			September 24, 2017				125,000				0.20
November 20, 2017			-				25,000				15	%			December 31, 2017				-				-
March 4, 2018			10,000				-				12	%			March 19, 2018				10,000				0.20
March 9, 2018			15,000				-				12	%			March 24, 2018				15,000				0.20
March 13, 2018			10,000				-				12	%			March 28, 2018				10,000				0.20
			1,259,000				1,249,000

Capital Leases Payable (Tables)

3 Months Ended

Mar. 31, 2018

Capital Leases Payable [Abstract]

Summary of capital lease obligation

				March 31, 2018				December 31, 2017

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

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

		Capital lease obligation, net of current maturities			-				-

		TOTAL CAPITAL LEASE OBLIGATION		$	4,732			$	4,732

Summary of capital leases maturity

The capital leases mature as follows:

2018:

$

4,732

$

4,732

Stockholders' Deficit (Tables) - Warrants [Member]

3 Months Ended

Mar. 31, 2018

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

Summary of assumptions used for warrants granted

		March 31, 2018				March 31, 2017
Exercise price		$	0.20			$	0.40-0.20
Expected dividends			0	%			0	%
Expected volatility			93.69%-100.56	%			92.24-92.96	%
Risk free interest rate			1.64%-2.69	%			1.93-2.03	%
Expected life of warrant			4 - 5 years				5 years

Summary of warrant activity

		Warrants				Weighted Average Exercise Price

Outstanding – December 31, 2017			46,193,779			$	0.25
Granted			9,328,208				0.20
Exercised			-				-
Forfeited/Cancelled			-				-
Outstanding and Exercisable – March 31, 2018			55,521,987			$	0.25

Summary of warrants outstanding and exercisable

	Warrants Outstanding														Warrants Exercisable
	Exercise price				Number Outstanding				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price		Number Exercisable				Weighted Average Exercise Price
$	0.20				55,021,987				3.89				0.25		55,021,987				0.25

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

+ References + Details

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

Significant and Critical Accounting Policies and Practices (Details) - Jerrick Ventures LLC [Member]	3 Months Ended
	Mar. 31, 2018
Name of combined affiliate	Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization	The State of Delaware
Company interest	100.00%

Significant and Critical Accounting Policies and Practices (Details 1)	3 Months Ended
	Mar. 31, 2018
Computer equipment and software [Member]
Property and Equipment, Estimated Useful Life (Years)	3 years
Furniture and fixture [Member]
Property and Equipment, Estimated Useful Life (Years)	5 years

Significant and Critical Accounting Policies and Practices (Details 2) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Loss Per Share [Line Items]
Common stock equivalents, total	106,728,864	25,743,193
Series A Preferred stock [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	192,567	203,134
Series B Preferred stock [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	40,929	40,929
Convertible notes [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	23,796,858	1,426,759
Convertible notes - related party [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	9,526,533
Options [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	17,649,990	2,259,090
Warrants [Member]
Loss Per Share [Line Items]
Common stock equivalents, total	55,521,987	21,813,281

Significant and Critical Accounting Policies and Practices (Details 3) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accretion of debt discount and issuance cost	$ (174,888)	$ (293,180)
Derivative expense
Change in fair value of derivative liabilities
Net loss	$ (2,093,630)	$ (1,489,252)
Net loss per ordinary share:
Basic and diluted loss per share	$ (0.05)	$ (0.04)
Previously Reported [Member]
Accretion of debt discount and issuance cost		$ (330,897)
Derivative expense		(254,470)
Change in fair value of derivative liabilities		223,766
Net loss		$ (1,557,673)
Net loss per ordinary share:
Basic and diluted loss per share		$ (0.04)
Revisions [Member]
Accretion of debt discount and issuance cost		$ 37,718
Derivative expense		254,470
Change in fair value of derivative liabilities		(223,766)
Net loss		$ 68,422
Net loss per ordinary share:
Basic and diluted loss per share		$ 0.00

Significant and Critical Accounting Policies and Practices (Details Textual) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Significant and Critical Accounting Policies and Practices (Textual)
Stock options exercisable term	4 years 1 month 24 days	4 years 4 months 17 days
Securities purchase agreement [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Stock options exercisable term	5 years
Stock options to purchase of common stock exercise price per share	$ 0.20

Line of Credit (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Line of credit	$ 19,996	$ 44,996
Revolving Note [Member]
Line of Credit Facility [Line Items]
Line of credit	$ 19,996	$ 44,996

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

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

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Notes Payable (Details) - USD ($)	3 Months Ended
Notes Payable (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance	$ 373,500	$ 689,500
Less: Debt Discount		(10,500)
Notes Payable	373,500	689,500
February 22, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance	$ 373,500	400,000
Interest Rate	12.00%
Maturity date	Sep. 01, 2017
Warrants, Quantity	2,450,000
Warrants, Exercise Price	$ 0.20
June 12, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance		50,000
Interest Rate	12.00%
Maturity date	Sep. 01, 2017
Warrants, Quantity	35,000
Warrants, Exercise Price	$ 0.20
November 28, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance		100,000
Interest Rate	15.00%
Maturity date	Jan. 12, 2018
Warrants, Quantity
Warrants, Exercise Price
November 29, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance		50,000
Interest Rate	15.00%
Maturity date	Jan. 13, 2018
Warrants, Quantity
Warrants, Exercise Price
November 29, 2017 One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Note payable, Outstanding Principal, Balance		$ 100,000
Interest Rate	15.00%
Maturity date	Jan. 13, 2018
Warrants, Quantity
Warrants, Exercise Price

Notes Payable (Details Textual) - USD ($)			1 Months Ended				3 Months Ended
Notes Payable (Details Textual) - USD ($)	Mar. 14, 2018	Jun. 12, 2017	Nov. 29, 2017	Nov. 28, 2017	Mar. 17, 2017	Feb. 28, 2017	Mar. 31, 2018	Nov. 30, 2017
Private Placement Offerings [Member] \| Subscription Agreements [Member]
Notes Payable (Textual)
Interest rate					6.00%
Aggregate principal amount					$ 975,511
Aggregate gross proceeds of common stock					$ 916,585
Loan Agreement [Member]
Notes Payable (Textual)
Promissory note		$ 50,000
Maturity date		Jun. 30, 2017
Interest rate		10.00%
Warrants purchase of common stock		35,000
Warrant exercisable price, per share		$ 0.20
Warrant term		5 years
Repayment of principal							$ 50,000
Gain on forgiveness of debt							4,424
August 2017 Convertible Note Offering [Member]
Notes Payable (Textual)
Promissory note								$ 1,585,000
Aggregate gross proceeds of common stock						$ 400,000
February 2017 Offering Note [Member]
Notes Payable (Textual)
Interest rate						15.00%
Warrant exercisable price, per share						$ 0.20
Aggregate principal amount						$ 575,511
Notes conversion, description						The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner.
Interest paid							26,375
Repayment of principal							$ 26,500
February 2017 Offering Note [Member] \| Private Placement Offerings [Member] \| Subscription Agreements [Member]
Notes Payable (Textual)
Warrant exercisable price, per share							$ 0.20
Notes conversion, description							The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering.
First November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note				$ 100,000
Notes conversion, description				The First November 2017 Lender issued the Company a promissory note of $100,000 (the "First November 2017 Note"). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First November 2017 Note are due.
Second November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note			$ 50,000
Notes conversion, description			The Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company's common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second November 2017 Note are due.
Third November 2017 Loan Agreement [Member]
Notes Payable (Textual)
Promissory note			$ 100,000
Notes conversion, description			The Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due.
Loan Agreement One [Member]
Notes Payable (Textual)
Promissory note	$ 50,000
Maturity date	Mar. 31, 2018
Interest rate	12.00%
Warrants purchase of common stock	100,000
Warrant exercisable price, per share	$ 0.20
Warrant term	5 years

Convertible Note Payable (Details) - USD ($)

3 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Short-term Debt [Line Items]

Outstanding Principal

$ 4,496,076

$ 3,140,384

Less: Debt Discount

(846,146)

(452,022)

Less: Debt Issuance Costs

(223,803)

(79,569)

3,426,126

2,608,793

Less: Current Debt

(25,000)

(96,500)

Total Long-Term Debt

3,401,126

2,512,293

November - December, 2016 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 25,000

25,000

10.00%

Conversion Price

$ 0.30

Nov. 01, 2017

Warrants, Quantity

400,000

Warrants, Exercise Price

$ 0.30

June, 2017 [Member]

Short-term Debt [Line Items]

Outstanding Principal

71,500

12.00%

Conversion Price, description

Not Applicable

Sep. 01, 2017

Warrants, Quantity

114,700

Warrants, Exercise Price

$ 0.20

August - November 2017 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 2,943,884

2,943,884

15.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

14,716,419

Warrants, Exercise Price

$ 0.20

August - November 2017 [Member] | Minimum [Member]

Short-term Debt [Line Items]

Aug. 31, 2019

August - November 2017 [Member] | Maximum [Member]

Short-term Debt [Line Items]

Nov. 30, 2019

December 21, 2017 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 100,000

100,000

15.00%

Conversion Price

^[1]

$ 0.20

Dec. 21, 2019

Warrants, Quantity

500,000.00

Warrants, Exercise Price

$ 0.20

January - February 2018 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 1,015,675

15.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

5,078,375

Warrants, Exercise Price

$ 0.20

January - February 2018 [Member] | Minimum [Member]

Short-term Debt [Line Items]

Jan. 31, 2020

January - February 2018 [Member] | Maximum [Member]

Short-term Debt [Line Items]

Feb. 29, 2020

February 8, 2018 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 40,750

18.00%

Conversion Price

^[1]

$ 0.20

Feb. 08, 2020

Warrants, Quantity

81,500

Warrants, Exercise Price

$ 0.20

March 2018 [Member]

Short-term Debt [Line Items]

Outstanding Principal

$ 370,767

14.00%

Conversion Price

^[1]

$ 0.20

Mar. 31, 2020

Warrants, Quantity

1,853,833

Warrants, Exercise Price

$ 0.20

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

Convertible Note Payable (Details Textual) - USD ($)				1 Months Ended	3 Months Ended	4 Months Ended	12 Months Ended
Convertible Note Payable (Details Textual) - USD ($)	Feb. 08, 2018	Aug. 31, 2017	Jun. 30, 2017	Dec. 27, 2017	Mar. 31, 2018	Nov. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018
Convertible Note Payable (Textual)
Convertible notes payable outstanding balance					$ 4,496,076		$ 3,140,384
Debt discount					846,146		452,022
Proceeds from issuance of convertible notes					265,452
Placement fees					$ 90,508
Derivative liability
Warrants [Member]
Convertible Note Payable (Textual)
Warrants, exercise price					$ 0.20
Convertible Note to Third Party Lender [Member]
Convertible Note Payable (Textual)
Convertible note			$ 71,500					$ 400,000
Note accrues interest rate			12.00%					10.00%
Maturity date			Sep. 01, 2017					Dec. 29, 2017
Warrant term			5 years					5 years
Issuance of warrants			67,550					400,000
Warrants, exercise price			$ 0.20					$ 0.30
Principal amount of convertible notes			$ 375,000
Interest amount of convertible notes			$ 30,719
Offering discount percentage			15.00%
Convertible Note to Third Party Lender [Member] \| Subsequent Event [Member]
Convertible Note Payable (Textual)
Current default principal amount									$ 71,500
August 2017 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Debt issuance costs						$ 101,561
Issuance of warrants						6,791,419	4,555,129
Interest amount of convertible notes						$ 40,146
Conversion feature of debt instrument						583,681
Fair value derivative liability							$ 440,157
Secured debt						$ 1,217,177
Convertible secured promissory note, description		The August Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.				The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant ( each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price").
Aggregate principal amount						$ 1,585,000
August 2017 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Debt discount					$ 472,675
Debt issuance costs						$ 101,561
Issuance of warrants					7,925,000
February 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Convertible note	$ 40,750
Note accrues interest rate	18.00%
Maturity date	Feb. 08, 2020
Conversion price per share	$ 0.20
Aggregate gross proceeds					$ 725,000
Warrant term	5 years
Debt discount	$ 7,962.55
Issuance of warrants	81,500				1,453,375
Interest amount of convertible notes					$ 40,675
Conversion feature of debt instrument	$ 5,298				37,350
Placement fees					$ 94,250
Convertible redeemable debentures, percentage					13.00%
Fair value derivative liability					$ 181,139
Secured debt					$ 250,000
Convertible secured promissory note, description					A maximum of $750,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.
Conversion shares					362,500
Conversion shares fair value					$ 74,881
February 2018 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Debt discount					$ 316,875
Issuance of warrants					3,625,000
March 2018 Convertible Note Offering [Member]
Convertible Note Payable (Textual)
Aggregate gross proceeds					$ 320,000
Issuance of warrants					253,833
Interest amount of convertible notes					$ 767
Fair value derivative liability					25,631
Secured debt					$ 50,000
Convertible secured promissory note, description					A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.
March 2018 Convertible Note Offering [Member] \| Warrants [Member]
Convertible Note Payable (Textual)
Debt discount					$ 120,832
Issuance of warrants					1,600,000
First December 2017 Note [Member]
Convertible Note Payable (Textual)
Convertible note				$ 100,000
Note accrues interest rate				15.00%
Maturity date				Dec. 27, 2019
Conversion price per share				$ 0.20
Warrant term				5 years
Debt discount				$ 35,525
Warrants issued to purchase shares				500,000
Warrants, exercise price				$ 0.20

Related Party Loan (Details) - USD ($)	3 Months Ended
Related Party Loan (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 1,786,776	$ 1,516,026
Less: Debt Discount	(241,293)	(170,780)
Less: Debt Issuance Costs	(5,375)
Convertible notes unamortized discount premium and debt issuance cost	1,540,108	1,345,246
Less: Current Debt	(30,379)
Total Long-Term Debt	1,509,728	1,345,246
August - October 2017 [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 1,416,026	1,416,026
Interest Rate	15.00%
Maturity Date, description	August - October 2019
Warrants, Quantity	4,589,466
Warrants, Exercise Price	$ 0.20
December 21, 2017 [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 100,000	100,000
Interest Rate	15.00%
Maturity Date, description	December 21, 2019
Warrants, Quantity	500,000
Warrants, Exercise Price	$ 0.20
January - February 2018 [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 25,000
Interest Rate	15.00%
Maturity Date, description	January - February 2020
Warrants, Quantity	125,000
Warrants, Exercise Price	$ 0.20
February 8, 2018 [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 40,750
Interest Rate	20.00%
Maturity Date, description	September 30, 2018
Warrants, Quantity	81,500
Warrants, Exercise Price	$ 0.20
March 2018 [Member]
Related Party Transaction [Line Items]
Convertible notes payable - related parties, gross	$ 205,000
Interest Rate	14.00%
Maturity Date, description	March 2020
Warrants, Quantity	1,025,000
Warrants, Exercise Price	$ 0.20

Related Party Loan (Details 1) - USD ($)	3 Months Ended
Related Party Loan (Details 1) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 1,259,000	$ 1,249,000
May 26, 2016 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 1,000,000	1,000,000
Interest Rate	13.00%
Maturity Date	Nov. 26, 2017
Warrants, Quantity	1,000,000
Warrants, Exercise Price	$ 0.40
September 8, 2017 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 224,000	224,000
Interest Rate	1.00%
Maturity Date	Sep. 24, 2017
Warrants, Quantity	125,000
Warrants, Exercise Price	$ 0.20
November 20, 2017 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net		25,000
Interest Rate	15.00%
Maturity Date	Dec. 31, 2017
Warrants, Quantity
Warrants, Exercise Price
March 4, 2018 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 10,000
Interest Rate	12.00%
Maturity Date	Mar. 19, 2018
Warrants, Quantity	10,000
Warrants, Exercise Price	$ 0.20
March 9, 2018 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 15,000
Interest Rate	12.00%
Maturity Date	Mar. 24, 2018
Warrants, Quantity	15,000
Warrants, Exercise Price	$ 0.20
March 13, 2018 [Member]
Related Party Transaction [Line Items]
Notes payable - related party, net	$ 10,000
Interest Rate	12.00%
Maturity Date	Mar. 28, 2018
Warrants, Quantity	10,000
Warrants, Exercise Price	$ 0.20

Related Party Loan (Details Textual) - USD ($)									1 Months Ended				3 Months Ended	12 Months Ended
Related Party Loan (Details Textual) - USD ($)	Mar. 13, 2018	Mar. 09, 2018	Mar. 04, 2018	Feb. 08, 2018	Nov. 13, 2017	Sep. 08, 2017	Sep. 07, 2017	May 09, 2017	Feb. 20, 2018	Jan. 16, 2018	Dec. 21, 2017	May 26, 2016	Mar. 31, 2018	Dec. 31, 2017	Nov. 20, 2017
Related Party Loan (Textual)
Repaid principal													$ 76,500
Line of Credit [Member]
Related Party Loan (Textual)
Revolving line of credit								$ 130,000
LOC bears interest rate								18.00%
Total outstanding balance of line of credit - related party													$ 130,000
February 2018 Convertible Note Offering [Member]
Related Party Loan (Textual)
Convertible secured promissory note, description													The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.
Placement agent cash fee													$ 3,250
Notes conversion, description													The Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost.
March 2018 Convertible Note Offering [Member] \| Over-Allotment Option [Member]
Related Party Loan (Textual)
Units of securities													$ 300,000
Convertible secured promissory note, description													The Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price").
Maturity date, description													The Notes mature on the second (2nd) anniversary of their issuance dates.
Convertible note													$ 900,000
May 2016 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Unpaid interest							$ 150,128
Maturity date, description												Payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due.
Warrants, exercise price												$ 0.40
Warrant term												5 years
Interest rate												12.50%
Interest and principal both due date												Nov. 26, 2017
Warrants issued to purchase shares												1,000,000
Secured term loan												$ 1,000,000
September 2017 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Loss on extinguishment of debt									$ 65,378
Warrants, exercise price					$ 0.20	$ 0.20			$ 0.20
Warrant term					5 years	5 years			5 years
Interest and principal both due date									Sep. 08, 2018
Warrants issued to purchase shares					100,000	25,000			448,000
Promissory note						$ 224,000
November 2017 Schiller Loan Agreement [Member]
Related Party Loan (Textual)
Interest rate															15.00%
Promissory note															$ 25,000
Repaid principal													25,000
Repaid of interest													637
January 2018 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Convertible secured promissory note, description										The January 2018 Rosen Note is secured by an officer of the Company whereas upon default an officer of the company owes default shares to the lender equal to the amount of principal outstanding divided by 0.20.
Interest rate										6.00%
Interest and principal both due date										Jan. 31, 2018
Promissory note										$ 60,000
Repaid principal													60,000
Repaid of interest													200
January 2018 Gordon Loan Agreement [Member]
Related Party Loan (Textual)
Convertible secured promissory note, description										The January 2018 Gordon Note is secured by an officer of the Company whereas upon default an officer of the company owes default shares to the lender equal to the amount of principal outstanding divided by 0.20.
Interest rate										6.00%
Interest and principal both due date										Jan. 31, 2018
Promissory note										$ 40,000
Repaid principal													40,000
Repaid of interest													105
First March 2018 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Warrants, exercise price			$ 0.20
Warrant term			5 years
Interest rate			12.00%
Interest and principal both due date			Mar. 19, 2018
Warrants issued to purchase shares			10,000
Promissory note			$ 10,000
Second March 2018 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Warrants, exercise price		$ 0.20
Warrant term		5 years
Interest rate		12.00%
Interest and principal both due date		Mar. 24, 2018
Warrants issued to purchase shares		15,000
Promissory note		$ 15,000
Third March 2018 Rosen Loan Agreement [Member]
Related Party Loan (Textual)
Warrants, exercise price	$ 0.20
Warrant term	5 years
Interest rate	12.00%
Interest and principal both due date	Mar. 28, 2018
Warrants issued to purchase shares	10,000
Promissory note	$ 10,000
Investor [Member] \| August 2017 Convertible Note Offering - Related Party [Member]
Related Party Loan (Textual)
Gross proceeds of private placement offering														$ 505,000
Short term debt														645,000
Unpaid interest														$ 206,026
Issuance of warrants														4,555,129
Fair value of warrants														$ 440,157
Increase of principal amount														60,000
Loss on extinguishment of debt														500,157
Units of securities														$ 6,000,000
Convertible secured promissory note, description														Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant ( each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price").
Conversion price per share														$ 0.20
Maturity date, description														The Notes mature on the second (2nd) anniversary of their issuance dates.
Warrants, exercise price														$ 0.20
Warrant term														5 years
Debt discount														$ 160,700
Warrants issued to purchase shares														2,525,000
Investor [Member] \| February 2018 Convertible Note Offering [Member]
Related Party Loan (Textual)
Gross proceeds of private placement offering													$ 25,000
Issuance of warrants													125,000
Units of securities													$ 750,000
Convertible secured promissory note, description													Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price").
Conversion price per share													$ 0.20
Warrants, exercise price													$ 0.20
Warrant term													5 years
Debt discount													$ 11,054
BCF and related debt discount													1,063
Investor [Member] \| March 2018 Convertible Note Offering [Member]
Related Party Loan (Textual)
Gross proceeds of private placement offering													$ 205,000
Issuance of warrants													1,025,000
Debt discount													$ 75,319
Third Party Lender [Member] \| Second December 2017 Note [Member]
Related Party Loan (Textual)
Conversion price per share											$ 0.20
Warrants, exercise price											$ 0.20
Warrant term											5 years
Debt discount											$ 36,722
Convertible note											$ 100,000
Interest rate											15.00%
Interest and principal both due date											Dec. 27, 2019
Warrants issued to purchase shares											500,000
Third Party Lender [Member] \| Second February 2017 Note [Member]
Related Party Loan (Textual)
Conversion price per share				$ 0.20
Warrants, exercise price				$ 0.20
Warrant term				5 years
Debt discount				$ 7,963
Convertible note				$ 40,750
Interest rate				18.00%
Interest and principal both due date				Sep. 30, 2018
Warrants issued to purchase shares				81,500
Original issue discount				$ 5,298

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

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

Capital Leases Payable (Details Textual)	3 Months Ended
Capital Leases Payable (Details Textual)	Mar. 31, 2018 USD ($)
Capital Leases Payable (Textual)
Capital leases due amount	$ 383.10
Capital leases interest per annum	10.00%
Capital lease obligation term	5 years

Stockholders' Deficit (Details) - Warrants [Member] - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.20
Expected dividends	0.00%	0.00%
Expected life of warrant		5 years
Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price		$ 0.40
Expected volatility	93.69%	92.24%
Risk free interest rate	1.64%	1.93%
Expected life of warrant	4 years
Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price		$ 0.20
Expected volatility	100.56%	92.96%
Risk free interest rate	2.69%	2.03%
Expected life of warrant	5 years

Stockholders' Deficit (Details 1) - Warrant Activities [Member]	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants, Outstanding, Beginning \| shares	46,193,779
Warrants, Granted \| shares	9,328,208
Warrants, Exercised \| shares
Warrants, Forfeited/Cancelled \| shares
Warrants, Outstanding and Exercisable, Ending \| shares	55,521,987
Weighted Average Exercise Price, Outstanding, Beginning \| $ / shares	$ 0.25
Weighted Average Exercise Price, Granted \| $ / shares	0.20
Weighted Average Exercise Price, Exercised \| $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled \| $ / shares
Weighted Average Exercise Price, Outstanding and Exercisable, Ending \| $ / shares	$ 0.25

Stockholders' Deficit (Details 2) - Warrants [Member]	3 Months Ended
Stockholders' Deficit (Details 2) - Warrants [Member]	Mar. 31, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Warrants Outstanding, Exercise price	$ 0.20
Warrants Outstanding, Number Outstanding \| shares	55,021,987
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	3 years 10 months 21 days
Warrants Exercisable, Weighted Average Exercise Price	$ 0.25
Warrants Exercisable , Number Exercisable \| shares	55,021,987
Warrants Exercisable, Weighted Average Exercise Price	$ 0.25

Stockholders' Deficit (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
Stockholders' Deficit (Details Textual) - USD ($)	Jan. 31, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Stockholders' Deficit (Textual)
Number of shares authorized to issue		320,000,000
Common stock, par value		$ 0.001		$ 0.001
Common stock, shares authorized		300,000,000		300,000,000
Preferred stock, shares authorized		20,000,000
Share based payments		$ 232,635	$ 186,977
Stock Options [Member]
Stockholders' Deficit (Textual)
Aggregate intrinsic value of options outstanding and exercisable		0	0
Share based payments		$ 215,871	$ 22,976
Common Stock [Member]
Stockholders' Deficit (Textual)
Stock issued to consultants for services, shares		610,000
Stock issued to consultants for services, value		$ 116,300
Share based payments		$ 16,764
Common Stock [Member] \| Vendor [Member]
Stockholders' Deficit (Textual)
Restricted common stock issued, shares	18,750
Restricted common stock issued to settle liabilities, value	$ 3,750
Gain on settlement of vendor liabilities	$ 375
Warrant [Member] \| Promissory note [Member]
Stockholders' Deficit (Textual)
Warrants issued		600,000
Fair value of warrants		$ 83,236
Warrant [Member] \| Convertible notes [Member]
Stockholders' Deficit (Textual)
Warrants issued		7,013,708
Fair value of warrants		$ 976,689
Warrant [Member] \| Notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued		483,000
Fair value of warrants		$ 70,291
Warrant [Member] \| Convertible notes payable - related party [Member]
Stockholders' Deficit (Textual)
Warrants issued		1,231,500
Fair value of warrants		$ 149,642
Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, par value		$ 0.001
Preferred stock, shares authorized		20,000,000

Subsequent Events (Details)	3 Months Ended
Subsequent Events (Details)	Mar. 31, 2018 USD ($) $ / shares shares
Investors [Member]
Subsequent Events (Textual)
Gross proceeds issuance of notes payable	$ 450,000
Convertible debentures	$ 140,600
Warrant term	4 years
Warrants purchase of common stock \| shares	2,953,000
Warrant exercisable price, per share \| $ / shares	$ 0.20
Investors one [Member]
Subsequent Events (Textual)
Gross proceeds issuance of notes payable	$ 588,500
Warrant term	5 years
Warrants purchase of common stock \| shares	1,765,500
Warrant exercisable price, per share \| $ / shares	$ 0.20
Investors two [Member]
Subsequent Events (Textual)
Gross proceeds issuance of notes payable	$ 34,400
Warrant term	4 years
Warrants purchase of common stock \| shares	172,000
Warrant exercisable price, per share \| $ / shares	$ 0.20
Investors three [Member]
Subsequent Events (Textual)
Gross proceeds issuance of notes payable	$ 100,000
Warrant term	5 years
Warrants purchase of common stock \| shares	300,000
Warrant exercisable price, per share \| $ / shares	$ 0.20