• Filing Date: 2019-04-16
  • Form Type: 10-K
  • Description: Annual report
v3.19.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Apr. 10, 2019
Jun. 30, 2018
Document And Entity Information      
Entity Registrant Name LIFEAPPS BRANDS INC.    
Entity Central Index Key 0001510247    
Document Type 10-K    
Trading Symbol LFAP    
Document Period End Date Dec. 31, 2018    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity a Well-known Seasoned Issuer No    
Entity a Voluntary Filer No    
Entity Current Reporting Status Yes    
Entity Filer Category Non-accelerated Filer    
Entity Emerging Growth Company false    
Entity Ex Transition Period false    
Entity Small Business true    
Entity Shell Company false    
Entity Public Float     $ 118,170
Entity Common Stock, Shares Outstanding   289,291,798  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2018    
v3.19.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Current assets:    
Cash $ 40,908 $ 1,084
Other current assets 595 595
Total current assets 41,503 1,679
Intangible asset, net of amortization 150
Total Assets 41,503 1,829
Current liabilities:    
Accounts payable and accrued expenses 265,530 124,620
Accrued salary 348,800 601,154
Notes payable 33,000 20,000
Notes payable to related party 17,885 17,585
Advances due to related party 10,974 7,675
Convertible note payable net of discounts 34,065
Derivative liability 42,104
Total current liabilities 752,358 771,034
Total liabilities 752,358 771,034
Commitments and contingencies
Stockholders' Equity (Deficit)    
Preferred stock, $.001 par value, 10,000,000 shares authorized with 1 share designated as Series A Preferred and 1,500,000 shares designated as Series B Convertible Preferred none issued or outstanding
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 121,984,192 and 87,704,686 shares issued and outstanding, as of December 31, 2018 and 2017, respectively 121,984 87,704
Additional paid in capital 3,242,449 2,579,489
Deferred officer compensation (195,054) (391,010)
Accumulated (deficit) (3,880,234) (3,045,388)
Total stockholders' (deficit) (710,855) (769,205)
Total Liabilities and Stockholders' Equity (Deficit) $ 41,503 $ 1,829
v3.19.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2018
Dec. 31, 2017
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, authorized 10,000,000 10,000,000
Preferred stock, issued 0 0
Preferred stock, outstanding 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized 1,000,000,000 1,000,000,000
Common stock, issued 121,984,192 87,704,686
Common stock, outstanding 121,984,192 87,704,686
Series A Preferred [Member]    
Preferred stock, authorized 1  
Series B Preferred [Member]    
Preferred stock, authorized 1,500,000  
v3.19.1
Consolidated Statements of Operations - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]    
Revenue $ 2,574 $ 3,793
Cost of revenue 49
Gross profit 2,574 3,744
Operating expenses:    
General and administrative 747,963 259,594
Depreciation and amortization 150 975
Total operating expenses 748,113 260,569
(Loss) from operations (745,539) (256,825)
Interest expense (124,358)
Change in derivative liability 35,051
Net (loss) before income taxes (834,846) (256,825)
Provision for income taxes
Net (loss) $ (834,846) $ (256,825)
Per share information - basic and fully diluted:    
Weighted average shares outstanding (in shares) 93,166,625 27,006,662
Net (loss) per share (in dollars per share) $ (0.01) $ (0.01)
v3.19.1
Consolidated Statements of Stockholders' (Deficit) - USD ($)
Common Stock
Additional Paid-In Capital
Deferred Officer Compensation
Accumulated Deficit
Total
Balance, beginning at Dec. 31, 2016 $ 25,311 $ 2,099,358 $ (2,788,563) $ (663,894)
Balance, beginning (in shares) at Dec. 31, 2016 25,311,186        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Equity based compensation 53,179 53,179
Conversion and forgiveness of shareholder debt $ 9,393 84,742 94,135
Conversion and forgiveness of shareholder debt (in shares) 9,393,500        
Stock issued under employment contracts $ 52,500 294,000 (346,300) $ 200
Stock issued under employment contracts (in shares) 52,500,000       52,500,000
Options issued under service contract   45,410 (44,710) $ 700
Exercise of stock options (in shares)        
Stock issued for services $ 500 2,800     $ 3,300
Stock issued for services (in shares) 500,000        
Net loss (256,825) (256,825)
Balance, ending at Dec. 31, 2017 $ 87,704 2,579,489 (391,010) (3,045,388) $ (769,205)
Balance, ending (in shares) at Dec. 31, 2017 87,704,686       87,704,686
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Amortization of deferred compensation 195,956 $ 195,956
Forgiveness of shareholder debt 526,888 526,888
Exercise of stock options $ 10,947 38,520 $ 49,467
Exercise of stock options (in shares) 10,946,688       10,946,688
Stock issued for cash $ 11,000 44,000 $ 55,000
Stock issued for cash (in shares) 11,000,000        
Stock issued for services $ 5,250 42,677 47,927
Stock issued for services (in shares) 5,250,000        
Stock issued for debt conversion $ 7,083 10,875 17,958
Stock issued for debt conversion (in shares) 7,082,818        
Net loss (834,846) (834,846)
Balance, ending at Dec. 31, 2018 $ 121,984 $ 3,242,449 $ (195,054) $ (3,880,234) $ (710,855)
Balance, ending (in shares) at Dec. 31, 2018 121,984,192       121,984,192
v3.19.1
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Cash flow from operating activities:    
Net loss $ (834,846) $ (256,825)
Adjustments to reconcile net loss to net cash used in operating activities    
Amortization 150 975
Stock based compensation 47,927 56,479
Amortization of deferred compensation 195,956 900
Director and officer compensation accruals 324,000 154,600
Financing related costs - convertible debt 97,178
Change in derivative liability (35,051)
Changes in operating assets and liabilities:    
Other current assets 345
Accounts payable 140,911 (6,088)
Net cash used in operations (63,775) (49,614)
Cash flow from financing activities:    
Proceeds from notes payable 15,000 20,000
Repayment of note payable (2,000)
Proceeds from convertible debt 32,000
Proceeds from sale of common stock 55,000  
Proceeds from related party notes and advances 3,599 32,160
Repayments of related party advances (2,850)
Net cash provided by financing activities 103,599 49,310
Net increase (decrease) in cash 39,824 (304)
Cash at beginning of period 1,084 1,388
Cash at end of period 40,908 1,084
Supplemental disclosure of cash flow information:    
Cash paid for interest
Cash paid for income taxes
Non-cash financing activities:    
Non-cash exercise of stock options 49,467
Forgiveness of shareholder loans 526,888
Conversion of notes payable to common stock 17,958
Conversion of shareholder loans to common stock $ 94,135
v3.19.1
Nature of Business
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business

Note 1. Nature of Business

 

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to LifeApps Brands Inc., including its subsidiaries.

 

Through our wholly owned subsidiary LifeApps, Inc., we are a licensed developer and publisher of apps for the Apple Apps Store for iPhone, iPod touch, iPad and iPad mini. We are also a licensed developer on both Google Play and Amazon Appstore for Android. We have distributed apps on all three platforms.

 

Moving forward we intend to create a LGBTQ Loyalty Preference Index.  We will attempt to support and grow the Index through an LGBTQ Loyalty Sponsorship program. LGBTQ Loyalty Sponsorship packages will be offered to companies with a desire to market their products and services to the LGBTQ community. We also intend to develop a digital media network specializing in targeting highly sought-after niche demographic audiences.  The company will focus on two core businesses, an LGBT Ad Network and an LGBT Digital Network.  Through our digital platform we will aggregate content from around the world.  We will create original content along with sponsored content in a 24/7 digital network.  The LGBT Ad Network will assist brands in global targeting of the LGBT demographic.  The Ad Network will provide advertisers and brands with over 300 mainstream digital platforms and a "bullseye" on this loyal, affluent and ever-expanding audience. We will deliver to our audience with a relevant sponsored content marketing message across all spectrums of digitally connected devices. Our unique value proposition to our audience and sponsors is the ability deliver aggregated and original content, with emphasis on interactive content and captive video.

v3.19.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $3,880,234 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LifeApps Inc., and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation.

 

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate.

 

Fair Value Measurements:

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

 

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

 

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities.

 

Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short term maturities of these instruments.

 

Intangibles

Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other (“ASC 350”), the costs to obtain and register internet domain names were capitalized.

 

Fixed Assets

Fixed assets consists of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. Fixed assets have been fully depreciated as of December 31, 2018 and 2017.

 

Derivative Financial Instruments:

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

 

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

  identify the contract with a customer;
  identify the performance obligations in the contract;
  determine the transaction price;
  allocate the transaction price to performance obligations in the contract; and
  recognize revenue as the performance obligation is satisfied.

 

Revenue is derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability is probable.

 

We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue.

 

We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales.

 

Cost of Revenue

Cost of revenue includes the cost of amounts paid for articles, photography, editorial and production cost of the magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold.

 

Rent Expense

We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $255 and $4,350 for the years ended December 31, 2108 and 2017, respectively.

 

Equity-Based Compensation

Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

 

Income Taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the years ended December 31, 2018 and 2017 we did not have any interest, penalties or any significant unrecognized uncertain tax positions.

 

Earnings per share

We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options and warrants. The diluted earnings per share were not calculated because we recorded net losses for the years ended December 31, 2018 and 2017, and the outstanding stock options and warrants are anti-dilutive. Weighted average shares outstanding would have increased by approximately 2,902,500 and 7,528,000 for the years ended December 31, 2018 and 2017 on a fully diluted basis as a result of outstanding stock options and warrants.

 

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

 

The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis.

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019.

 

In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). ASU 2017-14 includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification). ASU 2017-14 amends the Codification to incorporate the following previously issued guidance from the SEC. ‘The amendments in ASU No. 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 and SEC Interpretive Release on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers.

 

In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

v3.19.1
Intangible Assets
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 3. Intangible Assets

 

At December 31, 2018 and 2017, intangible assets consist of the following:

 

    2018     2017  
Internet domain names   $ 58,641     $ 58,641  
Website and data bases     56,050       56,050  
Customer and supplier lists     4,500       4,500  
Total intangibles     119,191       119,191  
Less accumulated amortization     (119,191 )     (119,041 )
    $     $ 150  

 

We recognized goodwill and identifiable intangibles arising from the allocation of the purchase prices of assets acquired in accordance with ASC 805. Goodwill represents the excess of cost over fair value of all identifiable assets less any liabilities assumed. We have not recognized any goodwill in these financial statements. Additionally, ASC 805 gives guidance on five types of assets: marketing-related, customer-related, artistic-related, contract-related, and technology based intangible assets. We identified identifiable intangibles that are marketing-related, customer-related, and technology based.

 

The amount charged to amortization expense for all intangibles was $150 and $975 for the years ended December 31, 2018 and 2017, respectively. Estimated future amortization expense related to the intangibles as of December 31, 2018 is $-.

v3.19.1
Related Party Transactions - Officer and Shareholder Advances
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Party Transactions - Officer and Shareholder Advances

Note 4. Related Party Transactions – Officer and Shareholder Advances

 

Parties, which can be a corporation or an individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Amounts due related party represents cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer and shareholders of the Company. These advances are non-interest bearing, short term in nature and due on demand. The balance at December 31, 2018 and 2017, was $10,974 and $7,675, respectively. Notes payable to related parties at December 31, 2018 and 2017 totaled $17,585 with a 2% annual interest rate. Currently the company has defaulted on all of its related party loan obligations. Forbearance has been granted by the related parties on all loans. Salary accruals for each year amounted to $324,000 and $154,600 respectively and net cash advances amounted to $3,599 and $29,310, respectively for the years ended December 31, 2018 and 2017.  The maximum amount owed to related parties during the years ended December 31, 2018 and 2017 were $968,781 and $735,949. During December 2018 the former chief executive and current shareholder of the Company agreed to cancel an aggregate of $576,354 of amounts due him as of December 31, 2017 by way of a capital contribution of $526,887 and the exercise of stock options for 10,946,688 shares of common stock having an aggregate exercise price of $49,467. Total unpaid accrued salary was $348,800 and $601,154 as of December 31, 2018 and 2017, respectively. Subsequent to December 31, 2018 all parties to the employment and service agreements converted amounts due thereunder at December 31, 2018 into shares of common stock.

 

On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreement with our current and former Chief Executive Officers provide for base compensation of $150,000 and a base annual salary of $24,000 for our President. The compensation payments are payable in bi-weekly installments. In the event any of the payments are not made within 30 days of the due date, they will accrue interest at the rate of 10% per annum.

 

The Agreements contain customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. Effective as of January 1, 2018, the agreements were modified to remove the conversion right provisions. On February 15, 2019 the Executive Management Consulting Agreement with our former Chief Executive Officer was terminated by mutual agreement.

 

During the year ended December 31, 2018 we recorded interest accruals of $14,788 related to the agreements.

v3.19.1
Notes Payable
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Notes Payable

Note 5. Note Payable

 

Notes payable consisted of two unrelated third parties amounted to $33,000 at December 31, 2018 and $20,000 to a single unrelated third party at December 31, 2017 with an interest rates of 2% and 7% per annum. One of the notes in the amount of $18,000 at December 31, 2018 is past due and is, therefore, in default. The other notes issued in August and December of 2018 aggregating $15,000 are in default status subsequent to the balance sheet date. The August note provided for the issuance of 750,000 shares of common stock as additional interest due at the October 4, 2018 maturity date. The shares were valued at the then current market value of $6,727.

 

In December 2017, a director of the Company and a shareholder converted an aggregate of $94,135 of advances into 9,393,500 shares of our $.001 par value common stock using an agreed upon rate of $.01 per share as the conversion rate. Additionally, $1,565 of debt and accrued interest was forgiven. The gain on the transaction was accounted for as an increase to paid in capital.

v3.19.1
Convertible Note Payable
12 Months Ended
Dec. 31, 2018
Convertible Note Payable  
Convertible Note Payable

Note 6. Convertible Note Payable

 

On March 6, 2018, we executed a Promissory Note (the “2018 Note”) to an unrelated entity and received an aggregate of $32,000. The Note has an initial term of one year and provides for an original issue discount of $3,000, which is being amortized over the initial term. The note carries an interest rate of 12% per annum. The Lender has the right, at any time and/or after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price is 58% of a two-day average of the lowest trading price in the 15 range of trading days prior the conversion. The Notes provide for additional penalties if we cannot deliver the underlying common stock on a timely basis.

 

We evaluated the terms of the conversion features of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability.

 

We valued the conversion feature at origination of the Note at $55,118 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1 year to maturity, risk free interest rate of 3.03% and annualized volatility of 298.79%. $32,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible Note and is being amortized over the initial term of the convertible Note. The balance of $23,118 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination.

 

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

 

During the quarter ended September 30, 2018, the company became subject to a penalty assessment of $17,500 due to a loan covenant violation. Such amount has been expensed as additional interest. Additionally, the fair value of the derivative liability associated with the penalty amounted to $29,265 and has been recorded as additional interest expense.

 

On September 20, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 1,777,778 shares of common stock. The company recognized an aggregate of $10,375 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. On December 31, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 5,305,040 shares of common stock. The company recognized an aggregate of $7,583 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount.

 

We value the derivative liability at the end of each accounting period with the difference in value recognized as gain or loss. At December 31, 2018 we determined the valuation using the Black-Sholes valuation model with the following assumptions: dividend yield of zero, .18 years to maturity, risk free interest rate of 2.63% and annualized volatility of 101%. We recognized a $35,051 gain for the change in value of the derivative for the year ended December 31, 2018. Interest expense for the year ended December 31, 2018 includes $52,383 of origination interest, amortization of debt discounts of $33,779 and interest accrual of $5,352.

 

At December 31, 2018 the balance of the Note is comprised of the following:

 

Face amount of Note   $ 36,500  
Original issue discount     (534 )
Debt discount     (1,901 )
    $ 34,065  

 

As described in Note 11, the note balance and accrued interest was fully converted to shares of common stock subsequent to December 31, 2018.

v3.19.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Stockholders' Equity Note [Abstract]  
Shareholders' Equity

Note 7. Stockholders’ Equity

 

During the year ended December 31, 2018 we issued 5,250,000 shares of common stock for services of four unrelated entities. The shares were valued at the respective trading prices of our common stock on the dates the issuances were approved by our Board of Directors.

 

During the year ended December 31, 2018 three unrelated third parties purchased an aggregate of 11,000,000 shares of common stock for $55,000 cash at $.005 per share. One of the parties made a loan to the company in the amount of $10,000. The loan provided for a stock grant of 750,000 shares of common stock.

 

Also, as described in Note 6, the company issued 7,082,818 shares of common stock pursuant to a debt-to-equity conversion.

 

Also, as described in Note 5, the company issued 10,946,688 shares of common stock pursuant to the exercise of stock options.

 

During the year ended December 31, 2017 we issued 9,393,500 shares of common stock for the conversion of shareholder debt as more fully described in Note 6 above.

 

Additionally, we issued an aggregate of 52,500,000 shares to two individuals, who have become officers of the Company, under employment contracts as described in Note 4 above which resulted in a change of control of the company. The contracts became effective on January 1, 2018; therefore, the related expense has been deferred in the accompanying financial statements. The shares were valued at the closing price of the Company’s common stock at the date the contracts were signed. The Company is amortizing the $346,500 of compensation expense over the initial two-year terms of the employment contracts. We recorded $195,956 of amortization of deferred officer compensation during the Year ended December 31, 2018.

 

Also, during the year ended December 31, 2017 we issued 500,000 shares of common stock for legal services. The shares were for current services and were valued at $.0066 per share, the closing price of our stock at the date the shares were authorized.

v3.19.1
Options
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Options

Note 8. Options

 

Stock based compensation expense for options issued pursuant to our 2012 Equity Incentive Plan for years ended December 31, 2018 and 2017 amounted to $0 and $7,312. There will be no additional compensation expense recognized in future periods.

 

The following is a summary of stock option issued to pursuant to the plan:

 

      Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (in years)     Aggregate Intrinsic Value at date of grant  
                           
Outstanding January 1, 2017       15,000,000     $ 0.0026       3.4        
Granted       6,946,688     $ .01       5.0        
Exercised           $              
Cancelled       (4,700,000 )   $ (.0026 )            
Outstanding December 31, 2017       17,246,688     $ 0.0056       3.4        
Granted           $              
Exercised       (10,946,688 )   $ (0.0059 )            
Cancelled           $              
Outstanding December 31, 2018       6,300,000     $ 0.0049       2.4        
Exercisable December 31, 2018       6,300,000     $ 0.0049       2.4        
v3.19.1
Outstanding Warrants
12 Months Ended
Dec. 31, 2018
Outstanding Warrants  
Outstanding Warrants

Note 9. Outstanding Warrants

 

There were no warrants issued during the years ended December 31, 2018 or 2017. The 400,000 previously outstanding warrants expired on September 20, 2017. 

v3.19.1
Income Taxes
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Income Taxes

Note 10. Income Taxes

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed a review of the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes.

 

Income tax provision (benefit) for the years ended December 31, 2018 and 2017, is summarized below:

 

    2018     2017  
Current:                
Federal   $     $  
State            
Total current            
Deferred:                
Federal (21% tax rate in 2018)     (130,000 )     (68,900 )
State     (34,100 )     (11,200 )
Total deferred     (164,100 )     (80,100 )
Increase in valuation allowance     164,100       80,100  
Total provision   $     $  

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of December 31, 2017 and 2016 are as follows:

 

    2018     2017  
Income tax provision at the federal statutory rate     21.0 %     34.0 %
State income taxes, net of federal benefit     5.5 %     5.5 %
Increase in valuation allowance     (26.5 %)     (39.5 %)
      0.0 %     0.0 %

Components of the net deferred income tax assets at December 31, 2017 and 2016 were as follows:

 

    2018     2017  
Net operating loss carryovers (2017 adjusted for revised tax rate)   $ 528,200     $ 364,100  
Valuation allowance     (528,200 )     (364,100 )
    $     $  
                 

 

In accordance with ASC 740, at December 31, 2018 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100% of the amounts of the deferred tax benefit in the amount of $528,200.

 

As of December 31, 2018, we had cumulative net operating loss carry forwards of $2,358,000 which expire from 2033 through 2038.

 

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded.

v3.19.1
Business Segments
12 Months Ended
Dec. 31, 2018
Segment Reporting [Abstract]  
Business Segments

Note 11. Business Segments

 

We currently have two business segments; (i) the sale of physical products (“Products”) and (ii) digital publishing (“Publishing”). The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

 

The publishing segment does not meet the quantitative threshold for disclosure as outlined ASC Topic 280 Segment Reporting.

 

All of our revenue is generated in the United States and accordingly no geographic segment reporting is included.

 

No customers accounted for more than 10% of our revenues in the years ended December 31, 2018 and 2017.

v3.19.1
Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

 

On January 25, 2019, we entered into and closed a securities exchange under a Securities Exchange Agreement (the “Securities Exchange Agreement”) with LGBT Loyalty LLC, a New York limited liability company (“LGBT Loyalty”), and Maxim Partners, LLC, a New York limited liability company (“Maxim”), pursuant to which we acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of ours, in exchange for 120,959,996 shares (the “Shares”) of our restricted common stock and one share of our newly created Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Shares issued to Maxim represented, upon issuance, 49.99% of our then issued and outstanding shares of common stock. Through LGBT Loyalty, we intend to create, establish, develop, manage and fund a LGBT Preference Index, LGBT Exchange Traded Fund and/or LGBT Loyalty Sponsor Fund.

 

The Series A Preferred Stock has no voting, liquidation or other rights other than the right to convert into common stock. The Series A Preferred Stock will automatically convert into additional shares of our restricted common stock immediately after such time that (i) the number of shares of our authorized common stock is increased from 500,000,000 to 1,000,000,000 shares (the “Share Increase”); and (ii) the January 25, 2019 warrants issued to Brian Neal, our President, and Robert Gayman, our Executive Management Consultant, at the closing of the securities exchange transaction (the “Management Warrants”) are automatically exercised for shares of our restricted common stock. The Management Warrants represent common stock purchase warrants that were issuable to Robert Blair, our Chief Executive Officer, Brian Neal and Robert Gayman, and/or their designees or assignees (collectively, the “Management Holders”) in exchange for the cancellation of all amounts due to the Management Holders by us as of, but not including, January 1, 2019, which amounts consisted solely of accrued salaries and/or consulting fees earned by the Management Holders through December 31, 2018, plus interest due thereon. These amounts consisted of $161,629 due to Robert Blair, representing $154,600 of compensation and $7,029 of interest, $25,054 due to Brian Neal, representing $24,000 of compensation and $1,054 of interest and $161,629 due to Robert Gayman, representing $154,600 of compensation and $7,029 of interest. Prior to their issuance, Robert Blair gifted his right to receive Management Warrants to Brian Neal. The Management Warrants are automatically exercisable for shares of our restricted common stock following the Share Increase at an exercise price equal to a 10% discount to the volume weighted average price (“VWAP”) for our common stock during the three trading days ending on the seventh trading day following the date on which this Current Report is filed with the Securities and Exchange Commission. Except as otherwise provided below, the share of Series A Preferred Stock is automatically convertible into 99.98% of the number of shares issued upon the automatic exercise of the Management Warrants. However, upon the conversion of the Series A Preferred Stock, Maxim may not own more than 49.99% of our then issued and outstanding common stock.

 

In the event that the full conversion of the Series A Preferred Stock would result in Maxim owning more than 49.99% of our then issued and outstanding common stock, the conversion will be limited to such number of shares that will result in Maxim owning 49.99% of our then issued and outstanding common stock and the issuance of the remaining shares issuable upon conversion will be deferred until such time that their issuance will not increase Maxim’s ownership of our common stock to more than 49.99%.

 

During the period February 6, 2019 through and including February 11, 2019, the holder of a March 6, 2018 convertible promissory note (the “Note”) in the original principal amount of $35,000 converted $26,920 in principal and $4,255 in interest into an aggregate of 20,763,440 shares of our common stock at a conversion price of $0.0015 per share. As the result of such conversions, the Note has been repaid in full and terminated. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On March 8, 2019 we increased the size of our Board of Directors to four persons and appointed Barney Frank and Billy Bean to the vacant director positions created thereby. In connection with such appointments, we issued 1,000,000 shares of our restricted common stock to each of Barney Frank and Billy Bean. We also agreed to pay each of them an annual fee of $25,000 for serving as a director (the “Annual Fee”). The Annual Fee payable to Mr. Frank is payable in cash and the Annual Fee payable to Mr. Bean is payable in stock. We also granted each of Mr. Frank and Mr. Bean the right to participate in the commission program we intend to establish with respect to direct (20% commissions) and indirect (10% commissions) sales related to our LGBT Loyalty Sponsorship Programs, the terms of which will be set forth in separate agreements between us and each of Messrs. Frank and Bean.

 

On March 25, 2019 our Board of Directors appointed Martina Navratilova to our Board of Directors. In connection with such appointment we issued 1,000,000 shares of our restricted common stock to Ms. Navratilova. We also agreed to pay Ms. Navratilova an annual fee of $25,000 in common stock payable in monthly installments on a pro-rata basis and valued based on the 5-trading day volume weighted average price for our common stock during the last five trading days preceding the month of payment. The shares will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Effective March 26, 2019 we issued 4,609,458 and 3,990,840 shares of our restricted common stock to Brian Neal and Robert Gayman, respectively, pursuant to the automatic exercise of warrants issued to Messrs. Neal and Gayman on January 25, 2019. The automatic exercise was triggered by the March 26, 2019 filing of a Certificate of Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation which increased our authorized capitalization. Effective March 26, 2019, we issued 8,598,578 shares of our restricted common stock to the holder of the outstanding share of our Series A Convertible Preferred Stock pursuant to the automatic conversion triggered by the filing of the Certificate of Amendment and the automatic exercise of the warrants referenced above. The share issuances referenced above were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On March 26, 2019 we filed a Certificate of Amendment to our Certificate of Incorporation to increase our authorized capitalization to 1,000,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share. As set forth in our Definitive Information Statement under Section 14(c) of the Securities Exchange Act of 1934, as amended, which was filed on February 26, 2019, the amendment to our Certificate of Incorporation was approved by our Board of Directors and the holders of a majority of our outstanding common stock by written consents dated February 11, 2019.

 

On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series B Convertible Preferred Stock (“Series B Preferred Stock”) and authorized the issuance of up to 1,500,000 shares of Series B Preferred Stock. The Series B Preferred Stock has no voting, liquidation or other rights other than the right to receive dividends and to convert into common stock. The stated value of each share of Series B Convertible Preferred for purposes of conversions and dividends is $1.15 (the “Conversion/Dividend Stated Value”). The stated value of each share of Series B Convertible Preferred for purposes of redemptions is $1.35 (the “Redemption Stated Value”).

 

Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date.

 

Subject to earlier conversion or redemption, the Series B Preferred Stock will also automatically convert into fully paid and non-assessable shares of common stock upon the conversion terms provided above if (i) the closing sale price for our common stock on our principal trading market closes at or above $0.20 for 10 consecutive trading days;(ii) our common stock is up listed to NASDAQ or a national securities exchange; or (iii) we complete an offering of securities resulting in aggregate gross proceeds of not less than $3,000,000. Notwithstanding the foregoing, the automatic conversion events set forth in (i), (ii) and (iii) above are not applicable during the 180 day period following the issuance date or if the common stock issuable upon conversion is not registered or subject to sale pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act of 1933, as amended.

 

Commencing 180 days after the issuance date, the holders of Series B Preferred Stock will have the right to convert their Series B Convertible Preferred at any time into Common Stock on the same conversion terms applicable to automatic conversions.

 

Absent the prior written approval of the Company, all automatic and optional conversions of Series B Preferred Stock must be for a minimum of 5,000 shares of Series B Preferred except in cases where the holder owns less than 5,000 shares and is converting all Series B Preferred shares then owned by the holder. No fractional shares of Common Stock will be issued upon conversions of the Series B Convertible Preferred. In lieu of any fractional share to which the holder would otherwise be entitled, the Company will round up to the next full share.

 

Dividends at the rate of 12% per annum (1% per month) are payable on the Conversion/Dividend Stated Value of the Series B Preferred Stock in cash or stock at our discretion. Dividends are payable at the end of each month following the applicable issuance date. Dividends payable in stock will be calculated based on the 5-day VWAP during each of the last 5 trading days of the month for which payment is being made. To the extent that a month for which dividends are payable does not involve a full month because shares of Series B Preferred Stock were issued, redeemed, or converted during such month, the dividend payable shall be pro-rated to reflect the number of days of such month that the dividend applies to. In all events, dividends shall not be payable for periods following redemption, conversion or the 24 month anniversary of the applicable issuance date.

 

The Series B Preferred Stock is redeemable in cash by us at any time prior to conversion upon five business days prior written notice to the holder at the Redemption Stated Value for each share being redeemed.

 

The automatic and optional conversion price will be appropriately adjusted to reflect stock splits, stock dividends (exclusive of the dividends payable on the Series B Preferred Stock) business combinations and similar recapitalization.

 

Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements.

v3.19.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Going Concern

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $3,880,234 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LifeApps Inc., and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

Financial Instruments

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate.

Fair Value Measurements:

Fair Value Measurements:

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

 

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

 

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities.

 

Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short term maturities of these instruments.

Intangibles

Intangibles

Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other (“ASC 350”), the costs to obtain and register internet domain names were capitalized.

Fixed Assets

Fixed Assets

Fixed assets consists of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. Fixed assets have been fully depreciated as of December 31, 2018 and 2017.

Derivative Financial Instruments:

Derivative Financial Instruments:

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Revenue Recognition

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

  identify the contract with a customer;
  identify the performance obligations in the contract;
  determine the transaction price;
  allocate the transaction price to performance obligations in the contract; and
  recognize revenue as the performance obligation is satisfied.

 

Revenue is derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability is probable.

 

We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue.

 

We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales.

Cost of Revenue

Cost of Revenue

Cost of revenue includes the cost of amounts paid for articles, photography, editorial and production cost of the magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold.

Rent Expense

Rent Expense

We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $255 and $4,350 for the years ended December 31, 2108 and 2017, respectively.

Equity-Based Compensation

Equity-Based Compensation

Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

Income Taxes

Income Taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the years ended December 31, 2018 and 2017 we did not have any interest, penalties or any significant unrecognized uncertain tax positions.

Earnings per share

Earnings per share

We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options and warrants. The diluted earnings per share were not calculated because we recorded net losses for the years ended December 31, 2017 and 2016, and the outstanding stock options and warrants are anti-dilutive. Weighted average shares outstanding would have increased by approximately 2,902,500 and 7,528,000 for the years ended December 31, 2018 and 2017 on a fully diluted basis.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

 

The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis.

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019.

 

In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). ASU 2017-14 includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification). ASU 2017-14 amends the Codification to incorporate the following previously issued guidance from the SEC. ‘The amendments in ASU No. 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 and SEC Interpretive Release on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers.

 

In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

v3.19.1
Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets

At December 31, 2018 and 2017, intangible assets consist of the following:

 

    2018     2017  
Internet domain names   $ 58,641     $ 58,641  
Website and data bases     56,050       56,050  
Customer and supplier lists     4,500       4,500  
Total intangibles     119,191       119,191  
Less accumulated amortization     (119,191 )     (119,041 )
    $     $ 150  
v3.19.1
Convertible Note Payable (Tables)
12 Months Ended
Dec. 31, 2018
Convertible Note Payable  
Schedule of convertible note payable

At December 31, 2018 the balance of the Note is comprised of the following:

 

Face amount of Note   $ 36,500  
Original issue discount     (534 )
Debt discount     (1,901 )
    $ 34,065  

v3.19.1
Options (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of stock option

The following is a summary of stock option issued to pursuant to the plan:

 

      Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (in years)     Aggregate Intrinsic Value at date of grant  
                           
Outstanding January 1, 2017       15,000,000     $ 0.0026       3.4        
Granted       6,946,688     $ .01       5.0        
Exercised           $              
Cancelled       (4,700,000 )   $ (.0026 )            
Outstanding December 31, 2017       17,246,688     $ 0.0056       3.4        
Granted           $              
Exercised       (10,946,688 )   $ (0.0059 )            
Cancelled           $              
Outstanding December 31, 2018       6,300,000     $ 0.0049       2.4        
Exercisable December 31, 2018       6,300,000     $ 0.0049       2.4        
v3.19.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Schedule of income tax provision (benefit)

Income tax provision (benefit) for the years ended December 31, 2018 and 2017, is summarized below:

 

    2018     2017  
Current:                
Federal   $     $  
State            
Total current            
Deferred:                
Federal (21% tax rate in 2018)     (130,000 )     (68,900 )
State     (34,100 )     (11,200 )
Total deferred     (164,100 )     (80,100 )
Increase in valuation allowance     164,100       80,100  
Total provision   $     $  
Schedule of sources and tax effects

The sources and tax effects of the differences as of December 31, 2017 and 2016 are as follows:

 

    2018     2017  
Income tax provision at the federal statutory rate     21.0 %     34.0 %
State income taxes, net of federal benefit     5.5 %     5.5 %
Increase in valuation allowance     (26.5 %)     (39.5 %)
      0.0 %     0.0 %
Schedule of net deferred income tax assets

Components of the net deferred income tax assets at December 31, 2017 and 2016 were as follows:

 

    2018     2017  
Net operating loss carryovers (2017 adjusted for revised tax rate)   $ 528,200     $ 364,100  
Valuation allowance     (528,200 )     (364,100 )
    $     $  
v3.19.1
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Accumulated (deficit) $ (3,880,234) $ (3,045,388)
Furniture and equipment estimated useful lives 3 years  
Rent expense $ 255 $ 4,350
Weighted average shares outstanding diluted 2,902,500 7,528,000
Minimum [Member]    
Intangibles assets estimated useful life 3 years  
Maximum [Member]    
Intangibles assets estimated useful life 5 years  
v3.19.1
Intangible Assets (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Gross intangibles $ 119,191 $ 119,191
Less accumulated amortization (119,191) (119,041)
Total intangibles 150
Internet Domain Names [Member]    
Gross intangibles 58,641 58,641
Website And Databases [Member]    
Gross intangibles 56,050 56,050
Customer And Supplier Lists [Member]    
Gross intangibles $ 4,500 $ 4,500
v3.19.1
Intangible Assets (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 150 $ 975
Estimated future amortization expense $ 0  
v3.19.1
Related Party Transactions - Officer and Shareholder Advances (Details Narrative)
1 Months Ended 12 Months Ended
Dec. 19, 2018
USD ($)
Number
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
shares
Amount due to related party   $ 10,974 $ 7,675
Notes payable to related parties   17,885 17,585
Accrued salary   324,000 154,600
Net cash advances   3,599 29,310
Maximum amount owed   $ 968,781 $ 735,949
Interest rate   2.00%  
Cancellation of amount due to related party   $ 576,354  
Capital contribution   $ 526,887  
Exercise of stock options | shares   10,946,688
Stock option aggregate exercise price   $ 49,467  
Unpaid accrued salary   348,800 $ 601,154
Base compensation   0  
Accrued interest   $ 14,788  
Employment Services Agreements [Member] | Former Chief Executive Officers [Member]      
Interest rate 10.00%    
Base compensation $ 150,000    
Trading days | Number 30    
Employment Services Agreements [Member] | President [Member]      
Base annual salary $ 24,000    
v3.19.1
Note Payable (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Dec. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Notes payable $ 33,000 $ 33,000 $ 20,000
Defaulf debt $ 18,000 $ 18,000  
Debt conversion value     94,135
Mr. Roan And Stockholder [Member] | Debt Conversion Agreement [Member]      
Number of shares isssued for conversion 9,393,500    
Debt conversion value $ 94,135    
Debt conversion price (in dollars per share) $ 0.001 $ 0.001  
Debt and accrued interest forgiven $ 1,565    
Other Note Payable [Member]      
Notes payable 15,000 $ 15,000  
Number of issuance of common stock   750,000  
Proceeds from common stock   $ 6,727  
Maturity date   Oct. 04, 2018  
Two Unrelated Third Parties [Member]      
Notes payable $ 33,000 $ 33,000  
Interest rate   2.00%  
Single Unrelated Third Parties [Member]      
Notes payable     $ 20,000
Interest rate     7.00%
v3.19.1
Convertible Note Payable (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Convertible Note Payable    
Face amount of Note $ 36,500  
Original issue discount (534)  
Debt discount (1,901)  
Convertible note payable, net of debt discount $ 34,065
v3.19.1
Convertible Note Payable (Details Narrative)
1 Months Ended 9 Months Ended 12 Months Ended
Mar. 06, 2018
USD ($)
Number
Sep. 20, 2018
USD ($)
shares
Sep. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
Convertible Note Payable       $ 34,065
Original issue discount       $ (534)  
Valuation method       Black Scholes valuation model  
Dividend yield       0.00%  
Maturity Term (in years)       18 years  
Risk free interest rate       2.63%  
Annualized volatility       101.00%  
Change in value of derivative       $ 35,051  
Interest on derivative liability       52,383  
Amortization of debt discounts       33,779  
Accrued interest       5,352  
Penalty assessment     $ 17,500    
Additional interest expense     $ 29,265    
Value of debt converted         $ 94,135
Promissory Note [Member]          
Convertible Note Payable $ 32,000        
Original issue discount $ 3,000        
Term 1 year        
Interest rate 12.00%        
Conversion price 58.00%        
Trading days | Number 15        
Conversion feature of note $ 55,118        
Valuation method Black Scholes valuation model        
Dividend yield 0.00%        
Maturity Term (in years) 1 year        
Risk free interest rate 3.03%        
Annualized volatility 298.79%        
Change in value of derivative $ 23,118        
Lender [Member] | Loan Agreement [Member]          
Value of debt converted   $ 8,000   $ 8,000  
Number of debt converted | shares   1,777,778   5,305,040  
Stock issued for debt conversion   $ 10,375   $ 7,583  
v3.19.1
Stockholders' Equity (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Compensation expense   $ 346,500
Common stock issued for services 5,250,000 500,000
Common stock (in dollars per share) $ 0.001 $ 0.001
Number of debt converted   9,393,500
Stock issued under employment contracts   52,500,000
Amortization period   2 years
Shares issued, price per share   $ 0.0066
Amortization of deferred officer compensation $ 195,956  
Unrelated Third Party [Member]    
Number of common stock issued 11,000,000  
Value of common stock issued $ 55,000  
Common stock (in dollars per share) $ 0.005  
Laon $ 10,000  
Number of common stock granted 750,000  
Loan Agreement [Member] | Lender [Member]    
Number of debt converted 7,082,818  
v3.19.1
Options (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]    
Outstanding beginning 17,246,688 15,000,000
Granted 6,946,688
Exercised (10,946,688)
Cancelled (4,700,000)
Outstanding ending 6,300,000 17,246,688
Exercisable ending 6,300,000  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]    
Outstanding beginning $ 0.0056 $ 0.0026
Granted 0.01
Exercised 0.0059
Cancelled (0.0026)
Outstanding ending 0.0049 $ 0.0056
Exercisable ending $ 0.0049  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward]    
Outstanding beginning 3 years 4 months 24 days 3 years 4 months 24 days
Granted   5 years
Outstanding ending 2 years 4 months 24 days 3 years 4 months 24 days
Exercisable ending 2 years 4 months 24 days  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value At Date Grant [Roll Forward]    
Outstanding beginning
Granted
Exercised
Cancelled
Outstanding ending
Exercisable ending  
v3.19.1
Options (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Stock based compensation expense Compensation expense recognized in future periods $ 0  
Stock based compensation expense 47,927 $ 56,479
2012 Equity Incentive Plan [Member]    
Stock based compensation expense $ 0 $ 7,312
v3.19.1
Outstanding Warrants (Details Narrative) - shares
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Outstanding Warrants    
Number of warrants 0 0
Number of warrants previously outstanding 400,000  
Warrants expiration date Sep. 20, 2017  
v3.19.1
Income Taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Current:    
Federal
State
Total current
Deferred:    
Federal (130,000) (68,900)
State (34,100) (11,200)
Total deferred (164,100) (80,100)
Increase in valuation allowance 164,100 80,100
Total provision
v3.19.1
Income Taxes (Details 1)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]    
Income tax provision at the federal statutory rate 21.00% 34.00%
State income taxes, net of federal benefit 5.50% 5.50%
Increase in valuation allowance (26.50%) (39.50%)
Effective income tax rate reconciliation 0.00% 0.00%
v3.19.1
Income Taxes (Details 2) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]    
Net operating loss carryovers (2017 adjusted for revised tax rate) $ 528,200 $ 364,100
Valuation allowance (528,200) (364,100)
Deferred tax assets, net
v3.19.1
Income Taxes (Details Narrative)
12 Months Ended
Dec. 31, 2018
USD ($)
Corporate tax rate 21.00%
Deferred tax benefit $ 528,200
Net operating loss carry forwards $ 2,358,000
Minimum [Member]  
Operating loss carry forwards expiration period Dec. 31, 2033
Maximum [Member]  
Operating loss carry forwards expiration period Dec. 31, 2038
v3.19.1
Business Segments (Details Narrative)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Sales Revenue, Net [Member] | Customer    
Concentration of revenue 10.00% 10.00%
v3.19.1
Subsequent Events (Details Narrative)
1 Months Ended 12 Months Ended
Mar. 08, 2019
USD ($)
Mar. 26, 2019
$ / shares
shares
Mar. 25, 2019
USD ($)
shares
Mar. 06, 2019
USD ($)
shares
Jan. 25, 2019
USD ($)
shares
Apr. 03, 2019
USD ($)
Number
$ / shares
shares
Dec. 31, 2018
USD ($)
$ / shares
shares
Dec. 31, 2017
$ / shares
shares
Interest             $ 14,788  
Principal amount             $ 18,000  
Common stock, par value (in dollars per share) | $ / shares             $ 0.001 $ 0.001
Common stock, authorized | shares             1,000,000,000 1,000,000,000
Preferred stock, par value (in dollars per share) | $ / shares             $ 0.001 $ 0.001
Preferred stock, authorized | shares             10,000,000 10,000,000
Subsequent Event [Member]                
Volume weighted average price Description         The Management Warrants are automatically exercisable for shares of our restricted common stock following the Share Increase at an exercise price equal to a 10% discount to the volume weighted average price.      
Percentage of Preferred Stock converted         99.98%      
Common stock, par value (in dollars per share) | $ / shares   $ 0.001            
Common stock, authorized | shares   1,000,000,000            
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.001            
Preferred stock, authorized | shares   10,000,000            
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member]                
Number of restricted common stock issued | shares   8,598,578            
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member]                
Volume weighted average price Description           20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date.    
Common stock, par value (in dollars per share) | $ / shares           $ 0.10    
Preferred stock, par value (in dollars per share) | $ / shares           $ 0.001    
Preferred stock, authorized | shares           1,500,000    
Dividends | $ / shares           $ 1.15    
Redemptions price per share | $ / shares           $ 1.35    
Trading days | Number           10    
Gross proceeds from offering           $ 3,000,000    
Preferred Stock conversion description           All automatic and optional conversions of Series B Preferred Stock must be for a minimum of 5,000 shares of Series B Preferred except in cases where the holder owns less than 5,000 shares and is converting all Series B Preferred shares then owned by the holder.    
Dividend rate           12.00%    
Subsequent Event [Member] | Director [Member]                
Annual Fee $ 25,000              
Commissions Description Direct (20% commissions) and indirect (10% commissions) sales related to our LGBT Loyalty Sponsorship Programs, the terms of which will be set forth in separate agreements between us and each of Messrs. Frank and Bean.              
Subsequent Event [Member] | Convertible Promissory Note [Member]                
Principal amount       $ 35,000        
Number of common stock issued for conversion | shares       20,763,440        
Conversion price       0.15%        
Subsequent Event [Member] | Convertible Promissory Note [Member] | Principal [Member]                
Principal amount       $ 26,920        
Subsequent Event [Member] | Convertible Promissory Note [Member] | Interest [Member]                
Principal amount       $ 4,255        
Subsequent Event [Member] | Robert Blair [Member]                
Due to related party         $ 161,629      
Compensation         154,600      
Interest         7,029      
Subsequent Event [Member] | Brian Neal [Member]                
Number of restricted common stock issued | shares   4,609,458            
Due to related party         25,054      
Compensation         24,000      
Interest         1,054      
Subsequent Event [Member] | Robert Gayman [Member]                
Number of restricted common stock issued | shares   3,990,840            
Due to related party         161,629      
Compensation         154,600      
Interest         $ 7,029      
Subsequent Event [Member] | Martina Navratilova [Member] | Board of Directors [Member]                
Number of restricted common stock issued | shares     1,000,000          
Common stock payble for annual fee     $ 25,000          
Subsequent Event [Member] | Securities Exchange Agreement [Member] | LGBT Loyalty LLC [Member] | Maxim [Member]                
Number of restricted common stock issued | shares         120,959,996      
Percentage of shares issued and outstanding         49.99%