XBRL File

 
Document - Document and Entity Information
Document - Document and Entity Information (USD $) 9 Months Ended  
( custom:DocumentAndEntityInformationAbstract [Extension] )    
  Sep. 30, 2018 Nov. 14, 2018
     
     
     
Entity Registrant Name FDCTECH, INC.  
( dei:EntityRegistrantName )    
Entity Central Index Key 0001722731  
( dei:EntityCentralIndexKey )    
Document Type 10-Q  
( dei:DocumentType )    
Document Period End Date 2018-09-30  
( dei:DocumentPeriodEndDate )    
Amendment Flag false  
( dei:AmendmentFlag )    
Current Fiscal Year End Date --12-31  
( dei:CurrentFiscalYearEndDate )    
Entity Filer Category Non-accelerated Filer  
( dei:EntityFilerCategory )    
Entity Small Business Flag true  
( dei:EntitySmallBusiness )    
Entity Emerging Growth Company true  
( dei:EntityEmergingGrowthCompany )    
Entity Ex transition Period false  
( dei:EntityExTransitionPeriod )    
Entity Common Stock, Shares Outstanding   68,533,332
( dei:EntityCommonStockSharesOutstanding )    
Document Fiscal Period Focus Q3  
( dei:DocumentFiscalPeriodFocus )    
Document Fiscal Year Focus 2018  
( dei:DocumentFiscalYearFocus )    
(End Document - Document and Entity Information)
 
Statement - Consolidated Balance Sheets
Statement - Consolidated Balance Sheets (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Assets    
( us-gaap:AssetsAbstract )    
    Current assets:    
    ( us-gaap:AssetsCurrentAbstract )    
        Cash 239,214 464,303
        ( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
        Accounts receivable, net of allowance for doubtful accounts of $42,350 and $19,000, respectively 100,122 90,626
        ( us-gaap:AccountsReceivableNetCurrent )    
        Other current assets 2,375 2,375
        ( us-gaap:OtherAssetsCurrent )    
        Total Current assets 341,711 557,304
        ( us-gaap:AssetsCurrent )    
    Capitalized software, net 483,192 306,622
    ( us-gaap:CapitalizedComputerSoftwareNet )    
    Total assets 824,903 863,926
    ( us-gaap:Assets )    
     
     
Liabilities and Stockholders' Deficit    
( us-gaap:LiabilitiesAndStockholdersEquityAbstract )    
    Current liabilities:    
    ( us-gaap:LiabilitiesCurrentAbstract )    
        Accounts payable 6,233
        ( us-gaap:AccountsPayableCurrent )    
        Line of credit 13,012 17,247
        ( us-gaap:LinesOfCreditCurrent )    
        Convertible notes payable - current 1,000,000 750,000
        ( us-gaap:ConvertibleNotesPayableCurrent )    
        Accrued interest - current 121,909 52,617
        ( us-gaap:InterestPayableCurrent )    
        Total Current liabilities 1,141,154 819,864
        ( us-gaap:LiabilitiesCurrent )    
    Convertible notes payable - noncurrent 250,000
    ( us-gaap:ConvertibleLongTermNotesPayable )    
    Accrued interest - noncurrent 24,292
    ( custom:AccruedInterestNoncurrent [Extension] )    
    Total liabilities 1,141,154 1,094,156
    ( us-gaap:Liabilities )    
    Commitments and Contingencies (Note 9)
    ( us-gaap:CommitmentsAndContingencies )    
    Stockholders' Deficit:    
    ( us-gaap:StockholdersEquityAbstract )    
        Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of September 30, 2018 and December 31, 2017 400 400
        ( us-gaap:PreferredStockValue )    
        Common stock, par value $0.0001,100,000,000 shares authorized; 68,533,332 shares issued and outstanding, as of September 30, 2018 and December 31, 2017 6,853 6,853
        ( us-gaap:CommonStockValue )    
        Additional paid-in capital 401,234 401,234
        ( us-gaap:AdditionalPaidInCapital )    
        Accumulated deficit (724,738) (638,717)
        ( us-gaap:RetainedEarningsAccumulatedDeficit )    
        Total stockholders' deficit (316,251) (230,230)
        ( us-gaap:StockholdersEquity )    
    Total liabilities and stockholders' deficit 824,903 863,926
    ( us-gaap:LiabilitiesAndStockholdersEquity )    
(End Statement - Consolidated Balance Sheets)
 
Statement - Consolidated Balance Sheets (Parenthetical)
Statement - Consolidated Balance Sheets (Parenthetical) (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Allowance for doubtful, accounts receivable 42,350 19,000
( us-gaap:AllowanceForDoubtfulAccountsReceivable )    
Preferred stock, par value 0.0001 0.0001
( us-gaap:PreferredStockParOrStatedValuePerShare )    
Preferred stock, shares authorized 10,000,000 10,000,000
( us-gaap:PreferredStockSharesAuthorized )    
Preferred stock, shares issued 4,000,000 4,000,000
( us-gaap:PreferredStockSharesIssued )    
Preferred stock, shares outstanding 4,000,000 4,000,000
( us-gaap:PreferredStockSharesOutstanding )    
Common stock, par value 0.0001 0.0001
( us-gaap:CommonStockParOrStatedValuePerShare )    
Common stock, shares authorized 100,000,000 100,000,000
( us-gaap:CommonStockSharesAuthorized )    
Common stock, shares issued 68,533,332 68,533,332
( us-gaap:CommonStockSharesIssued )    
Common stock, shares outstanding 68,533,332 68,533,332
( us-gaap:CommonStockSharesOutstanding )    
(End Statement - Consolidated Balance Sheets (Parenthetical))
 
Statement - Consolidated Statements of Operations (Unaudited)
Statement - Consolidated Statements of Operations (Unaudited) (USD $) 3 Months Ended 9 Months Ended
( us-gaap:IncomeStatementAbstract )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Revenues 136,812 230,684 422,817 425,255
( us-gaap:Revenues )        
Cost of sales 2,160 2,160 6,480 6,480
( us-gaap:CostOfGoodsAndServicesSold )        
Gross Profit 134,652 228,524 416,337 418,775
( us-gaap:GrossProfit )        
Operating expenses:        
( us-gaap:OperatingExpensesAbstract )        
    General and administrative 107,602 145,851 397,001 454,999
    ( us-gaap:GeneralAndAdministrativeExpense )        
    Sales and marketing 14,044 37,356 58,201 123,995
    ( us-gaap:SellingAndMarketingExpense )        
    Total operating expenses 121,646 183,207 455,202 578,994
    ( us-gaap:OperatingExpenses )        
Operating Income (loss) 13,006 45,317 (38,865) (160,219)
( us-gaap:OperatingIncomeLoss )        
Other income (expense):        
( us-gaap:NonoperatingIncomeExpenseAbstract )        
    Interest expense (15,000) (15,194) (45,335) (138,759)
    ( us-gaap:InterestExpense )        
    Other income (expense) 18 37 (1,821) 104
    ( us-gaap:OtherNonoperatingIncomeExpense )        
    Total other expense (14,982) (15,157) (47,156) (138,655)
    ( us-gaap:NonoperatingIncomeExpense )        
Income (loss) before provision for income taxes (1,976) 30,160 (86,021) (298,874)
( us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest )        
Provision for income taxes
( us-gaap:IncomeTaxExpenseBenefit )        
Net income (loss) (1,976) 30,160 (86,021) (298,874)
( us-gaap:NetIncomeLoss )        
Net loss per common share, basic and diluted 0.00 0.00 0.00 0.00
( us-gaap:EarningsPerShareBasicAndDiluted )        
Weighted average number of common shares outstanding basic and diluted 68,533,332 67,971,970 68,533,332 66,824,554
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )        
(End Statement - Consolidated Statements of Operations (Unaudited))
 
Statement - Consolidated Statements of Cash Flows (Unaudited)
Statement - Consolidated Statements of Cash Flows (Unaudited) (USD $) 9 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )  
  Sep. 30, 2018 Sep. 30, 2017
     
     
     
Operating Activities:    
( us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract )    
    Net loss (86,021) (298,874)
    ( us-gaap:NetIncomeLoss )    
    Adjustments to reconcile net loss to net cash used in operating activities:    
    ( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract )    
        Software depreciation and amortization 6,480 6,480
        ( us-gaap:DepreciationDepletionAndAmortization )    
        Ammortization of Debt Discount 97,996
        ( us-gaap:AmortizationOfDebtDiscountPremium )    
        Common stock issued for services 75,000
        ( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )    
        Accounts receivable allowance 23,350
        ( us-gaap:ProvisionForDoubtfulAccounts )    
    Change in assets and liabilities:    
    ( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract )    
        Gross accounts receivable (32,846) (52,432)
        ( us-gaap:IncreaseDecreaseInAccountsReceivable )    
        Accounts payable 6,233
        ( us-gaap:IncreaseDecreaseInAccountsPayable )    
        Other current assets 1,000
        ( us-gaap:IncreaseDecreaseInOtherCurrentAssets )    
        Accrued expenses (16,250)
        ( us-gaap:IncreaseDecreaseInAccruedLiabilities )    
        Accrued interest 45,000 40,000
        ( us-gaap:IncreaseDecreaseInInterestPayableNet )    
    Net cash used in operating activities (37,804) (147,080)
    ( us-gaap:NetCashProvidedByUsedInOperatingActivities )    
     
     
Investing Activities:    
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract )    
    Capitalized software (183,050) (141,364)
    ( us-gaap:PaymentsToDevelopSoftware )    
    Net cash used in investing activities (183,050) (141,364)
    ( us-gaap:NetCashProvidedByUsedInInvestingActivities )    
     
     
Financing Activities:    
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )    
    Line of credit (4,235) (10,927)
    ( us-gaap:RepaymentsOfLinesOfCredit )    
    Proceeds from related-party promissory note 250,000
    ( us-gaap:ProceedsFromIssuanceOfDebt )    
    Net proceeds from common stock and paid-in-capital 118,000
    ( us-gaap:ProceedsFromIssuanceOfCommonStock )    
    Net cash provided by (used in) financing activities (4,235) 357,073
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )    
Net decrease in cash (225,089) 68,629
( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )    
Cash at beginning of the period 464,303 466,348
( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
Cash at end of the period 239,214 534,977
( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
Cash paid for income taxes
( us-gaap:IncomeTaxesPaidNet )    
Cash paid for interest
( us-gaap:InterestPaid )    
Non - cash investing and financing activities:    
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract )    
    Common stock issued for capitalized software 50,000
    ( custom:CommonStockIssuedForCapitalizedSoftware [Extension] )    
(End Statement - Consolidated Statements of Cash Flows (Unaudited))
 
Disclosure - Business Description and Nature of Operations
Disclosure - Business Description and Nature of Operations (USD $) 9 Months Ended
( AccountingPoliciesAbstract )  
  Sep. 30, 2018
   
   
   
Business Description and Nature of Operations

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

 

The Company was incorporated on January 21, 2016, as Forex Development Corporation, under the laws of the State of Delaware. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Company’s commitment to expand its products and services in the FX, and cryptocurrency markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘ fintech’ ) and business solution to OTC Online Brokerages and cryptocurrency businesses (“customers”).

 

Company’s products are designed to provide a complete solution for all operating aspects of customer’s business including but not limited to trading terminal, back office, customer relationship management, and risk management systems. The Company provides business and management consulting which include management consulting, and the development of customers’ B2B sales and marketing divisions. The Company provides turnkey Software Solutions to entrepreneurs and other non-broker entities seeking to enter FX, cryptocurrency, and other OTC markets. The Company takes on customized software development projects specific to meet the needs of its customers. The Company also act as a general technical support provider for customers and other fintech companies.

 

The Company’s Software Solutions allow its customers to run their overall business better, increase trading revenues, cut operating costs, and enable them to anticipate market challenges using our proprietary based processes, state-of-the-art technologies, risk management tools, customized software development, and turnkey prime-of-prime business solution.

 

We are a development company in the financial technology sector with limited operations. The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

 

At present, the Company does not have any patents or trademarks on its proprietary technology solutions.

 

At present, the Company has three sources of revenues.

 

  Consulting Services, which includes turnkey Software Solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations.
     
  Technology Solutions, where the Company license its proprietary and, in some cases, act as a reseller of third-party technologies to customers. Our proprietary technology includes but not limited to Condor Risk Management Back Office for MT4 (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Web Trader Platform, and other cryptocurrency related solutions.
     
  Customized Software Development, where the Company takes on design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the Software Development Agreement (“Agreement”).

 

The Company’s customers are companies in the cryptocurrency and blockchain space, where it is acting as an adviser/strategic consultant and reseller of its proprietary technologies. The Company expects to generate additional revenue from its crypto related solutions, which include revenues from development of custom crypto exchange platform for customers, the sale of the non-exclusive source code of crypto exchange platform to third parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from various crypto exchanges to OTC brokers. The Company initially plans to develop technology architecture of crypto exchange platform for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers, where the Company develops these projects to meet the design criteria and performance requirements as specified by the customer.

 

There are several steps required to set-up a functional crypto exchange platform. Our customers are expected to seek necessary licensing approval and meet registration requirements in their respective jurisdictions. Customers are also responsible for establishing a relationship with the payment processing partner such as a bank. Subsequently, the Company intends to provide and maintain a payment gateway API, which will give users the power of adding and withdrawing funds. Liquidity is an essential aspect of the success of a cryptocurrency exchange marketplace. The trades at an exchange drive its liquidity, and robust crypto exchange platform requires seamless trading activity. To manage this liquidity at the customer’s crypto exchange business, the Company will integrate its customer crypto exchange’s liquidity position to other existing exchanges. The Company will provide a modern and robust API interface that connects liquidity and trade volume data between various crypto exchanges.

  

The Company is responsible for arranging, developing, and maintaining the technology architecture of the crypto exchange platform. This architecture includes but not limited to the trading engine, front-end user interface, functional website, cryptocurrency wallet, and administration console. The trading engine serves as the core of exchange and is essential to smart order transaction execution, calculate balances, access, and aggregation of the order book and match all the buy/sell transactions on an exchange. The front-end user interface is a user-friendly and intuitive interface with a minimalistic approach to offer an exceptional trading experience. The front-end user includes but not limited to user registration, funds deposit/withdrawal, view order book, transactions, balance, statistics, charts, buy/sell orders, and support features. The Company can customize the features of a console according to the specific business requirement of our customers, such as the option to edit trading fee, managing cryptocurrency listing, adding new currencies, crediting/debiting funds to wallets and addressing support issues. The Company’s involvement is limited to creating an interface between the crypto exchange platform and the digital asset owner and is not responsible for holding and maintaining the digital assets in the wallet.

 

The Company is only involved as a technology provider and software developer in the crypto space and does not mine, trade (acquire or sell cryptocurrencies), speculate or act as a trading counterparty in cryptocurrencies. Consequently, the Company does not intend to register as a custodian with state or federal regulators including but not limited to obtaining a money service business or money transmitter license with Financial Crimes Enforcement Network (FinCEN) and respective State’s money transmission laws. The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system or a broker-dealer, since the Company is not a broker-dealer nor does it intend to become a broker-dealer.

 

Third Party Industry Accreditation

 

In July 2016, Financial Commission, a leading financial services industry external dispute resolution (EDR) organization, with a diverse membership of online brokerages and independent services providers (ISPs) provided the technology certification for the Company. Financial Commission conducted its rigorous review of Company’s platforms, including its Condor Risk Management Back Office for MT4, to ensure it met the technical information requirements of the Commission’s technology certification evaluation process. The Financial Commission established a comprehensive list of requirements to verify system security, capacity, business disaster recovery, and continuity plan, as well as reporting and record keeping, among other fields deemed necessary for the technical certification of the Company. In October 2018, Financial Commission added the Company as an approved service provider to its Partner section website. Financial Commission has created its Partners section for service providers approved to offer their solutions to our members.

 

Business Strategy

 

Our experienced management and in-house software development team have carefully designed various B2B Software Solutions to meet the needs of OTC Online Brokers. Our solution targets OTC Online brokers of all sizes and stages - whether our potential customer is a start-up company or an established OTC Online broker, it is easier, less risky, and more cost-efficient for customers to enter Prime of Prime or OTC Online broker space using our turnkey solution. Our advisory services and proprietary technologies enable customers to adapt to regulatory changes and market shifts quickly while enhancing the end-user/trader experience.

 

We intend to grow our core business, increase market share, and improve profitability principally by deploying the following growth strategies:

 

  Continue to enhance and promote our core proprietary technologies and Software Solutions including but not limited to Condor Risk Management Back Office, SYOPB, SYOB and introduce other innovative trading tools for B2B and futures markets;
     
  Future growth will depend on the timely development and successful distribution of Condor Pro Multi-Asset Trading platform and Condor Pricing Engine;
     
  Increase our software development capabilities to develop disruptive and next-generation technologies to grow software license revenues;
     
  Strategically expand our operations in Asia and Europe, and grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and
     
  Recognize and enter high-growth markets to expand our services to meet the demand for other financial products to cater to retail or non-professional customers.

 

Marketing and Sales

 

The Company aims to be flexible and responsive to its sales and marketing strategies to provide an omnichannel customer experience. Therefore, our primary focus is on different customer acquisition channels to expand our customer base. The Company is actively being integrating both digital (online marketing, website, blogs, and social media) and traditional channels (conferences, trade shows, phones, direct meeting) effectively as we are aware that one-size-fits-most customers do no longer work.

   

We implement an effective marketing funnel where we map out our customer’s journey from when a customer is a lead and then put specific strategies in place that will encourage them to move through this funnel. We create awareness of our solutions through direct marketing strategy, where we use a combination of approaches. The omnichannel strategy includes but not limited to online banner advertising, SEO marketing, email outreach, event promotion, including educational seminars, conferences, and public and media relations, all of which are designed at driving prospective customers to fdctech.com or encourage them to contact one of our specialists. We also encourage customers to participate in the demo or webinar or consultation call where our expert shows them why they need our solutions and exactly how it will benefit them.

 

We also utilize many indirect channels where a network of industry professionals, introducing and referring brokers (collectively “RB/IB”) as third parties promote our services in exchange for performance-based compensation. In most cases, RB/IB carry out the lead generation function while our staff provides the customer and technical service.

 

Most of the marketing and branding initiatives are taken in-house by our team where we effectively leverage social media, content marketing, and integrated models to keep the continuity of our message and maintain critical customer relationships on a one on one basis.

 

Subsidiaries of the Company

 

In April 2016, the Company established its wholly owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company, incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly owned subsidiary – FXClients Limited (“FXClients”) under the United Kingdom Companies Act 2006 as a private company. Both FRH Prime and FXClients are established to conduct financial technology service activities. For the nine months ended September 30, 2018, and 2017, FRH Prime has generated volume rebates of $12,735 and $3,423 respectively from Condor Risk Management Back Office for MT4 Platform. There have been no significant operating activities in FXClients.

 

Board of Directors

 

The Company currently has three directors.

( us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock )  
(End Disclosure - Business Description and Nature of Operations)
 
Disclosure - Summary of Significant Accounting Policies
Disclosure - Summary of Significant Accounting Policies (USD $) 9 Months Ended
( AccountingPoliciesAbstract )  
  Sep. 30, 2018
   
   
   
Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements in a manner consistent with the accounting policies adopted by the Company in its financial statements. The Company has measured and presented the consolidated financial statements of the Company in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency).

 

In our opinion, the unaudited interim condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of September 30, 2018, our results of operations for the three and nine months ended September 30, 2018 and 2017, and our cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

 

Financial Statement Preparation and Use of Estimates

 

The Company prepared consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives and other long-lived assets. Actual results could materially differ from these estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. The Company regularly maintains cash more than federally insured limits at financial institutions. On September 30, 2018, and December 31, 2017, the Company had $239,214 and $464,303 cash and cash equivalent held at the financial institution.

 

Accounts Receivable

 

Accounts Receivable primarily represents the amount due from ten (10) customers. In some cases, Receivables from the customer are due immediately on demand, however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full from 30 days after the date of the invoice. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

 

At September 30, 2018, and December 31, 2017, the Company has determined that allowance for doubtful accounts was $42,350 and $19,000 respectively. Bad debt expense for the nine months ended September 30, 2018, and 2017 was $42,275 and $0 respectively.

 

Sales, Marketing and Advertising

 

The Company recognizes sales, marketing, and advertising expenses when incurred.

 

The Company incurred $58,201 and $123,995 in sales, marketing and advertising costs (“sales & marketing”) for the nine months ended September 30, 2018, and 2017 respectively. The sales & marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing on industry websites, press releases, and public relation activities. The sales, marketing, and advertising expenses represented 13.77% and 29.16% of the sales for the nine months ended September 30, 2018, and 2017 respectively.

 

Office Lease

 

At present, the Company leases office space at 1460 Broadway, New York, NY 10036. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) full calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The rent payment or membership fee at the office is $890 per month, and we have included it in the General and administrative expense. From January 1, 2018, to July 31, 2018, the Company has received a discount of $890 per month on its rent payment. This agreement continues indefinitely on a month-to-month basis until the Company choose to terminate in accordance with the terms of the agreement.

 

Revenue Recognition

 

In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) consulting services have been rendered and software delivered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. In instances where the customer specifies final acceptance of the product, system, or solution, revenue is deferred until all acceptance criteria have been met. Software subscription revenue is deferred and recognized ratably over the subscription term upon delivery of the first product and commencement of the term. Technical support and consulting services revenue are deferred and recognized ratably over the period during which the services are to be performed, which is typically one (1) year. Transactional advanced services revenue is recognized upon delivery or completion of performance milestones.

 

The Company considers a signed agreement, a binding contract with the customer or other similar documentation reflecting the terms and conditions under which products or services will be provided to be persuasive evidence of an arrangement.

 

Revenue from Consulting Services

 

The Company enters into legally enforceable rights and obligations consulting service contract with its customers which include turnkey Software Solutions – Start-Your-Own-Brokerage (“SYOB”) and Start-Your-Own-Prime Brokerage (“SYOPB”). The Company delivers goods and services at each stage where Customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer. The contract contains performance obligations as listed below which are separately identifiable from other promises in the contract.

 

  Develops and Implements Corporate Strategy,
     
  Arranges Liquidity and Counterparty Risk Management,
     
  Designs and Build B2B Website,
     
  Trains and Develops B2B Sales and Marketing Division,
     
  Provides Marketing and Branding Material,
     
  Integrates Condor Back Office to MT4, FIX Platform with Complete Technical Support, and
     
  Other services to operate a successful Primer Brokerage business.

  

The Company recognizes the consulting revenues when the Customer obtains control of the above deliverables. Further, the Company has an enforceable right to payment for performance completed monthly. According to U.S. GAAP, the Company considers its consulting service contracts as mainly simple fixed-price contracts for an initial term of one (1) year. As compensation for the consulting services rendered by the Company, the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable non-recurring set-up fee and a monthly recurring maintenance fee.

 

In some cases, the Company may earn variable revenue based on profit sharing from Customer. In such situations, the Company uses the most likely amount method – the single most likely contract outcome, where it is entitled to earn a minimum maintenance fee.

 

The Company estimates that it receives fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services in the forex market. According to the terms and conditions of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount.

 

Revenue from Technology Solutions

 

The Company enters into a legally enforceable rights and obligations technology solutions contract with its customers which include licensing and volume (usage/metered) fees for its technology solutions:

 

  Condor Risk Management Back Office for MT4 Platform (licensing and volume-based fees)
     
  Condor FX Pro Trading Terminal
     
  Condor Pricing Engine
     
  Sale of Source Code

 

After receiving the signed copy of the contract, the Company transfers all the ownership, and access to the technology mentioned above solutions to the customer along with login credentials.

 

According to U.S. GAAP, the Company considers its technology solution contracts as mainly simple fixed-price contracts, independent of many users, and for an initial term of one (1) year. As compensation for these technology solutions delivered by the Company, the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable recurring monthly usage fee. The Company does not provide any concessions and extensions to make the revenues uncollectible.

 

The Company estimates that it receives fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services in the forex market. According to the terms and conditions of the contract related to Technology Solutions is considered as software-as-a-service (“SaaS”), excluding the sale of Source Code, where the Company recognized revenue under a multiple-element arrangement. The Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount. In such situations, Company’s revenues consist of SaaS offerings, time-based software subscriptions, and perpetual software license sale arrangements that also, typically, include hardware, maintenance/technical support and professional services elements associated with the agreement. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

 

The Company recognizes software and software-related elements as per Accounting Standards Codification (“ASC”) 985-605 Software Revenue Recognition. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes a majority of existing revenue recognition guidance under US GAAP and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled and is the effective date for fiscal years beginning after December 15, 2017. The Company recognizes the Non-software revenue elements of Technology Solutions as per ASC 605-25.

 

Revenue Recognition Multiple-Element Arrangements. Since we currently offer our software solutions under either a perpetual license, time-based subscription or SaaS model, revenue recognition timing varies based on which form of software rights the customer purchases. In June 2017, the Company completed initial due diligence and advanced negotiation with technology division of a qualified bank for the sale of its source code (“code”) of Multi-Asset Trading Platform (“Platform”) on a non-exclusive basis.

 

The Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for a value of two hundred and fifty thousand ($250,000) dollars. The first part was the sale of source code and installation and the second part consisted of the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s) themselves can perform these services. By December 31, 2017, the Company has received the two installments totaling one hundred and sixty thousand ($160,000) dollars for the source code and successful installation of the Platform. The Company has recognized the revenue of $160,000 for the fiscal year ended December 31, 2017. On September 30, 2018, the Company wrote-off a software development revenue equaling $18,675 for the fiscal year ended December 31, 2017, for accounts receivable which were over ninety days. However, in August 2018, the Company signed the second amendment to the asset purchase agreement, whereby purchaser issued to the Company seventeen thousand, seven hundred and fifty dollars ($17,750) as full and final settlement of all past delivered services. The Company received the funds in September 2018.

 

As per the Agreement, the sale of the source code is a multiple-element arrangement that includes software, installation, maintenance/support, development, and professional services. In such SaaS arrangement, the Company allocates the value of the SaaS arrangement to each separate unit of accounting based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized ratably over the non-cancellable term of the SaaS/subscription service. Revenue allocated to software licensing and non-software elements, and other units of accounting included in the arrangement are recognized as below:

 

Revenue from Sale of Software Under Multiple-Element Arrangement

 

  the sale of source code recognized on the date the Company deliver the software to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement,
     
  If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably, over the remaining non-cancellable maintenance term, after we have delivered all other undelivered elements,
     
  VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately.

 

Revenue from Sale of Professional Services, Technical Support, and Maintenance Under Multiple-Element Arrangement

 

  these elements are not essential to the functionality of the software and as such are treated as non-software elements for revenue recognition purposes;
     
  professional services offerings which typically include data migration, set up, training, additional development, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while specific other professional services, depending on the nature of the services and customer requirements, may occur several months later. The Company can reasonably estimate professional services performed for a fixed fee and recognize them on a proportional performance basis. The Company recognizes revenue for professional services engagements billed on a time and materials basis as we deliver the services. The Company recognizes revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service.
     
  technical support and maintenance revenues are recognized ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis.

 

The Company does not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired, or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return.

 

Deferred revenue includes amounts received from customers more than the revenue the Company recognizes and includes deferred maintenance, service, and other revenue. The Company recognizes deferred revenues when the Company completes the service and over the terms of the arrangements, primarily ranging from one to three years.

 

Revenue from Software Development

 

The Company takes on design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the Software Development Agreement (“Agreement”). The Agreement is legally enforceable rights and obligations contract, mainly simple fixed price contracts, and valid for the duration of the project.

 

These projects often include customized front-end and back-end development for OTC Online brokers. The Company is paid a monthly software development fee for the term of the Agreement. The Company has included revenues from technical support, and after sale development, it provides as part of the sale of Source Code under the Software Development.

 

According to the terms and conditions of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount.

 

Concentrations of Credit Risk

 

Cash

 

The Company maintains its cash balances at a single financial institution. The balances do not exceed FDIC limits as of September 30, 2018. The balances exceeded FDIC limits as of December 31, 2017.

 

Revenues

 

For the nine months ended September 30, 2018, and 2017, the Company had thirteen (13) and seven (7) active customers respectively. Revenues generated from the top three (3) customers represented approximately 60.61% and 83.10% of total revenue for the nine months ended September 30, 2018, and 2017 respectively.

 

Accounts Receivable

 

At September 30, 2018, and December 31, 2017, Company’s top four (4) customers comprise roughly 84.11% and 62.68% of total A/R, respectively. The loss of any of the top four customers would have a significant impact on the Company’s operations.

 

Legal Proceedings

 

The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. Where the Company can reasonably estimate a range of loss with no best estimate in the range, the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings and revises its estimates and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

The Company currently is not involved in any litigation.

 

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount if and when the carrying value of the asset exceeds the fair value. On September 30, 2018, and December 31, 2017, there are no impairment charges.

 

Provision for Income Taxes

 

The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in each year.

 

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next 12 months significantly.

 

Software Development Costs

 

By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological feasibility are capitalized if significant. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the application software. By the end of February 2016, the Company completed the activities (planning, designing, coding, and testing) necessary to establish that it can produce the Condor FX Back Office for MT4 Version, Condor FX Pro Trading Terminal Version, Condor Pricing Engine, and Crypto Web Trader Platform meet its design specifications. The Company estimates the useful life of the software to be three (3) years.

 

Amortization expense was $6,480 and $6,480 for the nine months ended September 30, 2018, and 2017 respectively and the Company classifies such cost as the Cost of Sales.

 

The Company capitalizes significant costs incurred during the application development stage for internal-use software. The Company does not believe that capitalization of software development costs is material to date.

 

Convertible Debentures

 

Accounting for convertible instruments (ASC 470-20), convertible instruments (primarily convertible debt and convertible preferred stock) should be further analyzed when the embedded conversion feature is not bifurcated pursuant to ASC 815, including ASC 815-40, because there may be further accounting for the conversion option.

 

The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that upon conversion may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815.

 

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

 

As of September 30, 2018, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016 and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has as a beneficial conversion feature (“BCF”) to the extent of the price difference. Due to the debt extension of the first three tranches of FRH Group convertible notes, Management performed an analysis to determine the fair value of the BCF on these tranches, and noted that the value of the BCF for each note was insignificant, thus no debt discount was recorded as of September 30, 2018.

 

For FRH Group convertible note dated April 24, 2017, the value of the stock at issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF, and as of December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the date of issuance because the debt is convertible at the date of issuance.

 

The $97,996 amount equaled to the intrinsic value and the Company allocated it to additional paid-in capital in 2017.

 

Basic and Diluted Loss per Share

 

The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2018, and December 31, 2017, the Company had 68,533,332 basic and dilutive shares issued and outstanding. The Company had 20,000,000 million potentially dilutive shares related to four outstanding FRH Group convertible notes which were excluded from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended September 30, 2018, and fiscal year ended December 31, 2017, common stock equivalents were anti-dilutive due to a net loss for the period. Hence they are not considered in the computation.

 

Reclassifications

 

Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications had an impact on reported operating loss or net loss for any of the periods presented.

  

Recent Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. ASU 2014-09 will be effective for the Company during the period beginning after December 15, 2018. Management is currently evaluating the impact the adoption of ASU 2014 - 09 will have on the Company’s consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective approach when adopting the standard.

 

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one (1) year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The guidance did not have a material impact on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities, and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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Disclosure - Management's Plans
Disclosure - Management's Plans (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Management's Plans

NOTE 3. MANAGEMENT’S PLANS

 

The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. At September 30, 2018, and December 31, 2017, the accumulated deficit was $724,738 and $638,717 respectively.

 

During the nine months ended September 30, 2018, and 2017, the Company incurred a net loss of $86,021 and $298,874 respectively.

 

The Company’s ability to continue as a going concern may be dependent on the success of management’s plans discussed below. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

To the extent the Company’s operations are not sufficient to fund the Company’s capital requirements, the Company may attempt to enter into a revolving loan agreement with financial institutions or attempt to raise capital through the sale of additional capital stock or the issuance of debt.

 

During the three months ended September 30, 2018, and 2017, the Company issued no convertible note(s), see note 8.

 

The Company intends to continue its efforts in enhancing its revenue from its diversified portfolio of technological solutions and becoming cash flow positive, as well as raising funds through private placement offering and debt financing. See Note 8 for Notes Payable. In the future, as the Company increases its customer base across the globe, the Company intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2018.

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(End Disclosure - Management's Plans)
 
Disclosure - Capitalized Software Costs
Disclosure - Capitalized Software Costs (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Capitalized Software Costs

NOTE 4. CAPITALIZED SOFTWARE COSTS

 

During the nine months ended September 30, 2018, and 2017, the estimated remaining weighted-average useful life of the Company’s capitalized software was three (3) years. The Company recognizes amortization expense for capitalized software on a straight-line basis.

 

At September 30, 2018, and December 31, 2017, the gross capitalized software asset was $503,352 and $320,302 respectively. At the end of September 30, 2018, and December 31, 2017, the accumulated software depreciation and amortization expenses were $20,160 and $13,680 respectively. As a result, the unamortized balance of capitalized software at September 30, 2018, and December 31, 2017, was $483,192 and $306,622 respectively.

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Disclosure - Property and Equipment
Disclosure - Property and Equipment (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Property and Equipment

NOTE 5. PROPERTY AND EQUIPMENT

 

On September 30, 2018, the Company rents its servers, computers and data center from an unrelated third party. Furniture and fixtures and any leasehold improvements are provided by the lessor at 1460 Broadway, New York, NY 10036 under the rent Agreement as discussed in Note 2.

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Disclosure - Related Party Transactions
Disclosure - Related Party Transactions (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Related Party Transactions

NOTE 6. RELATED PARTY TRANSACTIONS

 

In April 2016, the Company established its wholly owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company, incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly owned subsidiary – FXClients Limited (“FXClients”) under the United Kingdom Companies Act 2006 as a private company. Both FRH Prime and FXClients are established to conduct financial technology service activities. For the for the nine months ended September 30, 2018, and 2017, FRH Prime has generated volume rebates of $12,735 and $3,423 respectively from Condor Risk Management Back Office for MT4 Platform. There have been no significant operating activities in FXClients.

 

Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder of the Company (“FRH”). The Company executed Convertible Promissory Notes, due between December 31, 2018, and April 24, 2019. The Notes are convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event, will the conversion price be less than $0.05 per share. The Notes carry an interest rate of 6% per annum which is due and payable at the maturity date.

 

Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein for a cash amount of $70,000. Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, who is the CEO and Director of the Company.

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Disclosure - Line of Credit
Disclosure - Line of Credit (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Line of Credit

NOTE 7. LINE OF CREDIT

 

From June 24, 2016, the Company obtained an unsecured revolving line of credit of $35,000 from Bank of America to fund various purchases and travel expenses for the Company. The line of credit has an average interest rate at the close of business on September 30, 2018, for purchases and cash drawn at 12% and 25% respectively. As of September 30, 2018, the Company complies with terms and conditions of the line of credit. At September 30, 2018, and December 31, 2017, the outstanding balance was $13,012 and $17,247, respectively.

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Disclosure - Notes Payable - Related Party
Disclosure - Notes Payable - Related Party (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Notes Payable - Related Party

NOTE 8. NOTES PAYABLE – RELATED PARTY

 

Convertible Notes Payable

 

On February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group Ltd. (“FRH Group,” shareholder) for the principal sum of One Hundred Thousand and 00/100 Dollars ($100,000) on February 28, 2018 (the “Maturity Date”). The Maturity Date of the Note was extended to September 30, 2018 and additional extension to December 31, 2018. The Company will pay the outstanding principal amount of this Note, together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.

 

The initial conversion rate will be $0.10 per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 2,000,000 shares if FRH Group converts the entire Note subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes.

  

On May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($400,000) on May 31, 2018 (the “Maturity Date”). The Maturity Date of the Note was extended to September 30, 2018 and additional extension to December 31, 2018. The Company will pay the outstanding principal amount of this Note, together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.

 

The initial conversion rate will be $0.10 per share or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 8,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes.

 

On November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000) on November 30, 2018 and additional extension to December 31, 2018 (the “Maturity Date”). The Company will pay the outstanding principal amount of this Note, together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.

 

The initial conversion rate would be $0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes.

 

On April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000) on April 24, 2019 (the “Maturity Date”). The Company will pay the outstanding principal amount of this Note, together with interest at 6% per annum, in cash on the Maturity Date to the registered holder of this Note. In the event the Company does not make, when due, any payment of principal or interest required to be made the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum.

 

The initial conversion rate will be $0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. If the fair market value of the Company’s common stock is less than $0.10 per share, the conversion price shall be discounted by 30%, but in no event, will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if the entire Note was converted, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes.

 

FRH Group Note Summary

 

Date of Note:     2/22/2016       5/16/2016       11/17/2016       4/24/2017  
Original Amount of Note:   $ 100,000     $ 400,000     $ 250,000     $ 250,000  
Outstanding Principal Balance:   $ 100,000     $ 400,000     $ 250,000     $ 250,000  
Maturity Date (1):     12/31/2018       12/31/2018       12/31/2018       4/24/2019  
Interest Rate:     6 %     6 %     6 %     6 %
Date to which interest has been paid:     Accrued       Accrued       Accrued       Accrued  
Conversion Rate:   $ 0.10     $ 0.10     $ 0.10     $ 0.10  
Floor Conversion Price:   $ 0.05     $ 0.05     $ 0.05     $ 0.05  

 

(1) Note Extension – The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from November 17, 2018, to December 31, 2018. The Company, by execution of the note extension agreement, represents and warrants that as of the date hereof, no Event of Default exists or is continuing concerning the Promissory Note.

 

At September 30, 2018, the current portion of convertible notes payable and accrued interest was $1,000,000 and $121,909 respectively. There was no non-current portion of convertible notes payable and accrued interest.

 

At December 31, 2017, the current portion of convertible notes payable and accrued interest was $750,000 and $52,617 respectively. The non-current portion of convertible notes payable and accrued interest was $250,000 and $24,292 respectively.

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Disclosure - Commitments and Contingencies
Disclosure - Commitments and Contingencies (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Commitments and Contingencies

NOTE 9. COMMITMENTS AND CONTINGENCIES

 

Office Facility and Other Operating Leases

 

Rental expense was $2,595 and $2,936 for the three months ended September 30, 2018, and 2017 respectively. The rent payment or membership fee at the office is $890 per month, and we have included it in the General and administrative expense. From January 1, 2018, to July 31, 2018, the Company has received a discount of $890 per month on its rent payment. This agreement continues indefinitely on a month-to-month basis until the Company choose to terminate in accordance with the terms of the agreement.

 

Employment Agreement

 

The Company has not entered into a formalized employment agreement with its Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), collectively Officers. From July 2016, the Company is paying a monthly compensation of $8,000 and $6,250 each per month to its CEO and CFO respectively with increases each succeeding year should the agreement be approved annually by the Company. Effective March 2018, the CEO has agreed to receive a monthly compensation of $6,250. There are also provisions for performance-based bonuses. The Company has not formalized these agreements.

 

Accrued Interest

 

At September 30, 2018, and December 31, 2017, Company’s exposure to cumulative accrued interest at 6% per annum on FRH Group Note(s) was $121,909 and $76,909 respectively.

 

Pending Litigation

 

Management is unaware of any actions, suits, investigations or proceedings (public or private) pending against or threatened against or affecting any of the assets or any affiliate of the Company.

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(End Disclosure - Commitments and Contingencies)
 
Disclosure - Stockholders' Deficit
Disclosure - Stockholders' Deficit (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Stockholders' Deficit

NOTE 10. STOCKHOLDERS’ DEFICIT

 

Authorized Shares

 

As of September 30, 2018, and December 31, 2017, the authorized capital stock of the Company consists of 10,000,000 shares of preferred stock, par value $0.0001 per share and 100,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2018, and December 31, 2017, the Company had 68,533,332 and 68,533,332 respectively common shares issued and outstanding and 4,000,000 preferred shares issued and outstanding. The preferred stock has fifty votes for each share of preferred shares owned. The preferred shares have no other rights, privileges and higher claims on Company’s assets and earnings than common stock.

 

Preferred Stock

 

On December 12, 2016, the Board agreed to issue 2,600,000, 400,000 and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz and FRH Group respectively as the founders in consideration of services rendered to the Company. As of September 30, 2018, the Company had 4,000,000 preferred shares issued and outstanding.

 

Common Stock

 

On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz respectively as the founders in consideration of services rendered to the Company.

 

On December 12, 2016, the Company issued 28,600,000 common shares to remaining two founding members of the Company.

 

On March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $50,000. The Company issued the securities with a restrictive legend.

 

On March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three individuals valued at $75,000. The Company issued the securities with a restrictive legend.

 

On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of $50,000. The Company issued the securities with a restrictive legend.

  

On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of $20,000. The Company issued the securities with a restrictive legend.

 

Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, who is the CEO and Director of the Company.

 

From July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $98,000 under its offering Memorandum, where unit consists of one share of common stock and one Class A warrant (See Note 11).

 

On October 31, 2017, the Company issued 70,000 restricted common shares to management consultant valued at $10,500. The Company issued the securities with a restrictive legend.

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(End Disclosure - Stockholders' Deficit)
 
Disclosure - Warrants
Disclosure - Warrants (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Warrants

NOTE 11. WARRANTS

 

Effective June 1, 2017, the Company is raising $600,000 through a Private Placement Memorandum (the “Memorandum”) of up to 4,000,000 Units. Each unit (a “Unit”) consists of one share of Common Stock, par value $.0001 per share (the “Common Stock) and one redeemable Class A Warrant (the “Class A Warrant(s)”) of the Company. The Company closed the private placement effective December 15, 2017.

 

Each Class A Warrant entitles the holder to purchase one (1) share of Common Stock for $0.30 per share at any time until April 30, 2019 (‘Expiration Date’). The Company issued the securities with a restrictive legend.

 

Information About the Warrants Outstanding During Fiscal 2017 Follows

 

Original Number of Warrants Issued  

Exercise

Price per Common Share

    Exercisable at December 31, 2017     Became Exercisable     Exercised     Terminated / Canceled / Expired     Exercisable at September 30, 2018     Expiration Date  
653,332   $ 0.30       653,332       -       -       -       653,332       April 2019  
                                                         

 

The Warrants are redeemable by the Company, upon thirty (30) day notice, at a price of $.05 per Warrant, provided the average of the closing bid price of the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation (“NASDAQ”) System (or the average of the last sale price if the Common Stock is then listed on the NASDAQ National Market System or a securities exchange), shall equal or exceed $1.00 per share (subject to adjustment) for ten (10) consecutive trading days prior to the date on which the Company gives notice of redemption. The holders of Warrants called for redemption have exercise rights until the close of business on the date fixed for redemption.

 

The exercise price and a number of shares of Common Stock or other securities issuable on exercise of the Warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. However, no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

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(End Disclosure - Warrants)
 
Disclosure - Off-Balance Sheet Arrangements
Disclosure - Off-Balance Sheet Arrangements (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Off-Balance Sheet Arrangements

NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

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(End Disclosure - Off-Balance Sheet Arrangements)
 
Disclosure - Subsequent Events
Disclosure - Subsequent Events (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Subsequent Events

 NOTE 14. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through November 14, 2018, the date these financial statements were available to be issued.s

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Disclosure - Summary of Significant Accounting Policies (Policies)
Disclosure - Summary of Significant Accounting Policies (Policies) (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements in a manner consistent with the accounting policies adopted by the Company in its financial statements. The Company has measured and presented the consolidated financial statements of the Company in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency).

 

In our opinion, the unaudited interim condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of September 30, 2018, our results of operations for the three and nine months ended September 30, 2018 and 2017, and our cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

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Financial Statement Preparation and Use of Estimates

Financial Statement Preparation and Use of Estimates

 

The Company prepared consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives and other long-lived assets. Actual results could materially differ from these estimates.

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Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. The Company regularly maintains cash more than federally insured limits at financial institutions. On September 30, 2018, and December 31, 2017, the Company had $239,214 and $464,303 cash and cash equivalent held at the financial institution.

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Accounts Receivable

Accounts Receivable

 

Accounts Receivable primarily represents the amount due from ten (10) customers. In some cases, Receivables from the customer are due immediately on demand, however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full from 30 days after the date of the invoice. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

 

At September 30, 2018, and December 31, 2017, the Company has determined that allowance for doubtful accounts was $42,350 and $19,000 respectively. Bad debt expense for the nine months ended September 30, 2018, and 2017 was $42,275 and $0 respectively.

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Sales, Marketing and Advertising

Sales, Marketing and Advertising

 

The Company recognizes sales, marketing, and advertising expenses when incurred.

 

The Company incurred $58,201 and $123,995 in sales, marketing and advertising costs (“sales & marketing”) for the nine months ended September 30, 2018, and 2017 respectively. The sales & marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing on industry websites, press releases, and public relation activities. The sales, marketing, and advertising expenses represented 13.77% and 29.16% of the sales for the nine months ended September 30, 2018, and 2017 respectively.

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Office Lease

Office Lease

 

At present, the Company leases office space at 1460 Broadway, New York, NY 10036. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) full calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The rent payment or membership fee at the office is $890 per month, and we have included it in the General and administrative expense. From January 1, 2018, to July 31, 2018, the Company has received a discount of $890 per month on its rent payment. This agreement continues indefinitely on a month-to-month basis until the Company choose to terminate in accordance with the terms of the agreement.

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Revenue Recognition

Revenue Recognition

 

In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) consulting services have been rendered and software delivered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. In instances where the customer specifies final acceptance of the product, system, or solution, revenue is deferred until all acceptance criteria have been met. Software subscription revenue is deferred and recognized ratably over the subscription term upon delivery of the first product and commencement of the term. Technical support and consulting services revenue are deferred and recognized ratably over the period during which the services are to be performed, which is typically one (1) year. Transactional advanced services revenue is recognized upon delivery or completion of performance milestones.

 

The Company considers a signed agreement, a binding contract with the customer or other similar documentation reflecting the terms and conditions under which products or services will be provided to be persuasive evidence of an arrangement.

 

Revenue from Consulting Services

 

The Company enters into legally enforceable rights and obligations consulting service contract with its customers which include turnkey Software Solutions – Start-Your-Own-Brokerage (“SYOB”) and Start-Your-Own-Prime Brokerage (“SYOPB”). The Company delivers goods and services at each stage where Customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer. The contract contains performance obligations as listed below which are separately identifiable from other promises in the contract.

 

  Develops and Implements Corporate Strategy,
     
  Arranges Liquidity and Counterparty Risk Management,
     
  Designs and Build B2B Website,
     
  Trains and Develops B2B Sales and Marketing Division,
     
  Provides Marketing and Branding Material,
     
  Integrates Condor Back Office to MT4, FIX Platform with Complete Technical Support, and
     
  Other services to operate a successful Primer Brokerage business.

  

The Company recognizes the consulting revenues when the Customer obtains control of the above deliverables. Further, the Company has an enforceable right to payment for performance completed monthly. According to U.S. GAAP, the Company considers its consulting service contracts as mainly simple fixed-price contracts for an initial term of one (1) year. As compensation for the consulting services rendered by the Company, the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable non-recurring set-up fee and a monthly recurring maintenance fee.

 

In some cases, the Company may earn variable revenue based on profit sharing from Customer. In such situations, the Company uses the most likely amount method – the single most likely contract outcome, where it is entitled to earn a minimum maintenance fee.

 

The Company estimates that it receives fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services in the forex market. According to the terms and conditions of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount.

 

Revenue from Technology Solutions

 

The Company enters into a legally enforceable rights and obligations technology solutions contract with its customers which include licensing and volume (usage/metered) fees for its technology solutions:

 

  Condor Risk Management Back Office for MT4 Platform (licensing and volume-based fees)
     
  Condor FX Pro Trading Terminal
     
  Condor Pricing Engine
     
  Sale of Source Code

 

After receiving the signed copy of the contract, the Company transfers all the ownership, and access to the technology mentioned above solutions to the customer along with login credentials.

 

According to U.S. GAAP, the Company considers its technology solution contracts as mainly simple fixed-price contracts, independent of many users, and for an initial term of one (1) year. As compensation for these technology solutions delivered by the Company, the customer agrees to pay in cash (all quoted in U.S. Dollars) a non-refundable recurring monthly usage fee. The Company does not provide any concessions and extensions to make the revenues uncollectible.

 

The Company estimates that it receives fair market value for its services based on the estimation that the price that the customer would pay for similar goods or services in the forex market. According to the terms and conditions of the contract related to Technology Solutions is considered as software-as-a-service (“SaaS”), excluding the sale of Source Code, where the Company recognized revenue under a multiple-element arrangement. The Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount. In such situations, Company’s revenues consist of SaaS offerings, time-based software subscriptions, and perpetual software license sale arrangements that also, typically, include hardware, maintenance/technical support and professional services elements associated with the agreement. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

 

The Company recognizes software and software-related elements as per Accounting Standards Codification (“ASC”) 985-605 Software Revenue Recognition. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes a majority of existing revenue recognition guidance under US GAAP and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled and is the effective date for fiscal years beginning after December 15, 2017. The Company recognizes the Non-software revenue elements of Technology Solutions as per ASC 605-25.

 

Revenue Recognition Multiple-Element Arrangements. Since we currently offer our software solutions under either a perpetual license, time-based subscription or SaaS model, revenue recognition timing varies based on which form of software rights the customer purchases. In June 2017, the Company completed initial due diligence and advanced negotiation with technology division of a qualified bank for the sale of its source code (“code”) of Multi-Asset Trading Platform (“Platform”) on a non-exclusive basis.

  

The Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for a value of two hundred and fifty thousand ($250,000) dollars. The first part was the sale of source code and installation and the second part consisted of the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s) themselves can perform these services. By December 31, 2017, the Company has received the two installments totaling one hundred and sixty thousand ($160,000) dollars for the source code and successful installation of the Platform. The Company has recognized the revenue of $160,000 for the fiscal year ended December 31, 2017. On September 30, 2018, the Company wrote-off a software development revenue equaling $18,675 for the fiscal year ended December 31, 2017, for accounts receivable which were over ninety days. However, in August 2018, the Company signed the second amendment to the asset purchase agreement, whereby purchaser issued to the Company seventeen thousand, seven hundred and fifty dollars ($17,750) as full and final settlement of all past delivered services. The Company received the funds in September 2018.

 

As per the Agreement, the sale of the source code is a multiple-element arrangement that includes software, installation, maintenance/support, development, and professional services. In such SaaS arrangement, the Company allocates the value of the SaaS arrangement to each separate unit of accounting based on vendor-specific objective evidence (“VSOE”) of selling price, when it exists, third-party evidence of selling price for like services or best estimated selling price. Revenue allocated to the SaaS/software subscription element is recognized ratably over the non-cancellable term of the SaaS/subscription service. Revenue allocated to software licensing and non-software elements, and other units of accounting included in the arrangement are recognized as below:

 

Revenue from Sale of Software Under Multiple-Element Arrangement

 

  the sale of source code recognized on the date the Company deliver the software to the customer if VSOE of fair value exists for all undelivered elements of the software arrangement,
     
  If VSOE of fair value does not exist for an undelivered element, we defer the entire software arrangement and recognize it ratably, over the remaining non-cancellable maintenance term, after we have delivered all other undelivered elements,
     
  VSOE of fair value for our maintenance, training and installation services on the prices charged for these services when sold separately.

 

Revenue from Sale of Professional Services, Technical Support, and Maintenance Under Multiple-Element Arrangement

 

  these elements are not essential to the functionality of the software and as such are treated as non-software elements for revenue recognition purposes;
     
  professional services offerings which typically include data migration, set up, training, additional development, and implementation services are also not essential to the functionality of our products, as third parties or customers themselves can perform these services. Set up and implementation services typically occur at the start of the software arrangement while specific other professional services, depending on the nature of the services and customer requirements, may occur several months later. The Company can reasonably estimate professional services performed for a fixed fee and recognize them on a proportional performance basis. The Company recognizes revenue for professional services engagements billed on a time and materials basis as we deliver the services. The Company recognizes revenues on all other professional services engagements upon the earlier of the completion of the services deliverable or the expiration of the customer’s right to receive the service.
     
  technical support and maintenance revenues are recognized ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis.

 

The Company does not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired, or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return.

 

Deferred revenue includes amounts received from customers more than the revenue the Company recognizes and includes deferred maintenance, service, and other revenue. The Company recognizes deferred revenues when the Company completes the service and over the terms of the arrangements, primarily ranging from one to three years.

 

Revenue from Software Development

 

The Company takes on design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the Software Development Agreement (“Agreement”). The Agreement is legally enforceable rights and obligations contract, mainly simple fixed price contracts, and valid for the duration of the project.

 

These projects often include customized front-end and back-end development for OTC Online brokers. The Company is paid a monthly software development fee for the term of the Agreement. The Company has included revenues from technical support, and after sale development, it provides as part of the sale of Source Code under the Software Development.

 

According to the terms and conditions of the contract, the Company invoices the customer at the beginning of the month for services delivered for the month. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month which is equal to the invoice amount.

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Concentrations of Credit Risk

Concentrations of Credit Risk

 

Cash

 

The Company maintains its cash balances at a single financial institution. The balances do not exceed FDIC limits as of September 30, 2018. The balances exceeded FDIC limits as of December 31, 2017.

 

Revenues

 

For the nine months ended September 30, 2018, and 2017, the Company had thirteen (13) and seven (7) active customers respectively. Revenues generated from the top three (3) customers represented approximately 60.61% and 83.10% of total revenue for the nine months ended September 30, 2018, and 2017 respectively.

 

Accounts Receivable

 

At September 30, 2018, and December 31, 2017, Company’s top four (4) customers comprise roughly 84.11% and 62.68% of total A/R, respectively. The loss of any of the top four customers would have a significant impact on the Company’s operations.

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Legal Proceedings

Legal Proceedings

 

The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. Where the Company can reasonably estimate a range of loss with no best estimate in the range, the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings and revises its estimates and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

The Company currently is not involved in any litigation.

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Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount if and when the carrying value of the asset exceeds the fair value. On September 30, 2018, and December 31, 2017, there are no impairment charges.

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Provision for Income Taxes

Provision for Income Taxes

 

The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in each year.

 

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next 12 months significantly.

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Software Development Costs

Software Development Costs

 

By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred after the establishment of technological feasibility are capitalized if significant. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the application software. By the end of February 2016, the Company completed the activities (planning, designing, coding, and testing) necessary to establish that it can produce the Condor FX Back Office for MT4 Version, Condor FX Pro Trading Terminal Version, Condor Pricing Engine, and Crypto Web Trader Platform meet its design specifications. The Company estimates the useful life of the software to be three (3) years.

  

Amortization expense was $6,480 and $6,480 for the nine months ended September 30, 2018, and 2017 respectively and the Company classifies such cost as the Cost of Sales.

 

The Company capitalizes significant costs incurred during the application development stage for internal-use software. The Company does not believe that capitalization of software development costs is material to date.

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Convertible Debentures

Convertible Debentures

 

Accounting for convertible instruments (ASC 470-20), convertible instruments (primarily convertible debt and convertible preferred stock) should be further analyzed when the embedded conversion feature is not bifurcated pursuant to ASC 815, including ASC 815-40, because there may be further accounting for the conversion option.

 

The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that upon conversion may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815.

 

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

 

As of September 30, 2018, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016 and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has as a beneficial conversion feature (“BCF”) to the extent of the price difference. Due to the debt extension of the first three tranches of FRH Group convertible notes, Management performed an analysis to determine the fair value of the BCF on these tranches, and noted that the value of the BCF for each note was insignificant, thus no debt discount was recorded as of September 30, 2018.

 

For FRH Group convertible note dated April 24, 2017, the value of the stock at issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF, and as of December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the date of issuance because the debt is convertible at the date of issuance.

 

The $97,996 amount equaled to the intrinsic value and the Company allocated it to additional paid-in capital in 2017.

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Basic and Diluted Loss per Share

Basic and Diluted Loss per Share

 

The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2018, and December 31, 2017, the Company had 68,533,332 basic and dilutive shares issued and outstanding. The Company had 20,000,000 million potentially dilutive shares related to four outstanding FRH Group convertible notes which were excluded from the diluted net loss per share as the effects would have been anti-dilutive. During the period ended September 30, 2018, and fiscal year ended December 31, 2017, common stock equivalents were anti-dilutive due to a net loss for the period. Hence they are not considered in the computation.

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Reclassifications

Reclassifications

 

Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications had an impact on reported operating loss or net loss for any of the periods presented.

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Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. ASU 2014-09 will be effective for the Company during the period beginning after December 15, 2018. Management is currently evaluating the impact the adoption of ASU 2014 - 09 will have on the Company’s consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective approach when adopting the standard.

 

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one (1) year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The guidance did not have a material impact on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities, and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock )  
(End Disclosure - Summary of Significant Accounting Policies (Policies))
 
Disclosure - Notes Payable - Related Party (Tables)
Disclosure - Notes Payable - Related Party (Tables) (USD $) 9 Months Ended
( us-gaap:DebtDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Schedule of Notes Payable Related Party

FRH Group Note Summary

 

Date of Note:     2/22/2016       5/16/2016       11/17/2016       4/24/2017  
Original Amount of Note:   $ 100,000     $ 400,000     $ 250,000     $ 250,000  
Outstanding Principal Balance:   $ 100,000     $ 400,000     $ 250,000     $ 250,000  
Maturity Date (1):     12/31/2018       12/31/2018       12/31/2018       4/24/2019  
Interest Rate:     6 %     6 %     6 %     6 %
Date to which interest has been paid:     Accrued       Accrued       Accrued       Accrued  
Conversion Rate:   $ 0.10     $ 0.10     $ 0.10     $ 0.10  
Floor Conversion Price:   $ 0.05     $ 0.05     $ 0.05     $ 0.05  

 

(1) Note Extension – The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from November 17, 2018, to December 31, 2018. The Company, by execution of the note extension agreement, represents and warrants that as of the date hereof, no Event of Default exists or is continuing concerning the Promissory Note.

( custom:ScheduleOfNotesPayableRelatedPartyTableTextBlock [Extension] )  
(End Disclosure - Notes Payable - Related Party (Tables))
 
Disclosure - Warrants (Tables)
Disclosure - Warrants (Tables) (USD $) 9 Months Ended
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Schedule of Warrants Activity

Information About the Warrants Outstanding During Fiscal 2017 Follows

 

Original Number of Warrants Issued  

Exercise

Price per Common Share

    Exercisable at December 31, 2017     Became Exercisable     Exercised     Terminated / Canceled / Expired     Exercisable at September 30, 2018     Expiration Date  
653,332   $ 0.30       653,332       -       -       -       653,332       April 2019  

( us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock )  
(End Disclosure - Warrants (Tables))
 
Disclosure - Business Description and Nature of Operations (Details Narrative)
Disclosure - Business Description and Nature of Operations (Details Narrative) (FRH Prime Ltd. [Member], USD $) 9 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Sep. 30, 2018 Sep. 30, 2017
( dei:LegalEntityAxis )    
     
( dei:EntityDomain )    
Generated volume rebates 12,735 3,423
( custom:GeneratedVolumeRebates [Extension] )    
(End Disclosure - Business Description and Nature of Operations (Details Narrative))
 
Disclosure - Summary of Significant Accounting Policies (Details Narrative)
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $)     9 Months Ended 0 Months Ended 12 Months Ended 9 Months Ended
( us-gaap:AccountingPoliciesAbstract )            
  Sep. 30, 2018 Dec. 31, 2017 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Jul. 19, 2017 Dec. 31, 2017 Sep. 30, 2018 Sep. 30, 2018 Sep. 30, 2017
( us-gaap:CreationDateAxis )                    
          January 1, 2018, to July 31, 2018 [Member] Definitive Asset Purchase Agreement [Member]   Asset Purchase Agreement [Member]
August 2018 [Member]
Top 3 Customers [Member]
Sales Revenue, Net [Member]
Top 3 Customers [Member]
Sales Revenue, Net [Member]
( us-gaap:DefaultFinancialStatementsDateMember )                    
Cash and cash equivalent 239,214 464,303                
( us-gaap:CashAndCashEquivalentsAtCarryingValue )                    
Allowance for doubtful, accounts receivable 42,350 19,000                
( us-gaap:AllowanceForDoubtfulAccountsReceivable )                    
Bad debt expense     42,275 0            
( custom:BadDebtExpense [Extension] )                    
Sales and marketing     58,201 123,995            
( us-gaap:SellingAndMarketingExpense )                    
Sales percentage     0.1377 0.2916         0.6061 0.8310
( us-gaap:ConcentrationRiskPercentage1 )                    
Rent payment per month     890   890          
( us-gaap:PaymentsForRent )                    
Cost of future development           250,000        
( us-gaap:BusinessDevelopment )                    
Proceeds from sale of source code             160,000      
( custom:ProceedsFromSaleOfSourceCode [Extension] )                    
Revenue recognized             160,000      
( us-gaap:DeferredRevenueRevenueRecognized1 )                    
Software development revenue wrote-off                    
( custom:SoftwareDevelopmentRevenueWroteoff [Extension] )                    
Proceeds from settlement of delivered services               17,750    
( custom:ProceedsFromSettlementOfDeliveredServices [Extension] )                    
Estimated useful life of the software     P3Y P3Y            
( us-gaap:PropertyPlantAndEquipmentUsefulLife )                    
Amortization expense     6,480 6,480            
( us-gaap:AdjustmentForAmortization )                    
Amortized discount     97,996     97,996      
( us-gaap:AmortizationOfDebtDiscountPremium )                    
Intrinsic value   97,996                
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding )                    
Number of common shares basic and diluted     68,533,332       68,533,332      
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )                    
Potentially dilutive shares                    
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount )                    
 
Table continued from above
 
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) 12 Months Ended 9 Months Ended
( us-gaap:AccountingPoliciesAbstract )    
  Sep. 30, 2018 Dec. 31, 2017 Sep. 30, 2018
( us-gaap:CreationDateAxis )      
  Top 4 Customers [Member]
Accounts Receivable [Member]
Top 4 Customers [Member]
Accounts Receivable [Member]
FRH Group [Member]
( us-gaap:DefaultFinancialStatementsDateMember )      
Cash and cash equivalent      
( us-gaap:CashAndCashEquivalentsAtCarryingValue )      
Allowance for doubtful, accounts receivable      
( us-gaap:AllowanceForDoubtfulAccountsReceivable )      
Bad debt expense      
( custom:BadDebtExpense [Extension] )      
Sales and marketing      
( us-gaap:SellingAndMarketingExpense )      
Sales percentage 0.8411 0.6268  
( us-gaap:ConcentrationRiskPercentage1 )      
Rent payment per month      
( us-gaap:PaymentsForRent )      
Cost of future development      
( us-gaap:BusinessDevelopment )      
Proceeds from sale of source code      
( custom:ProceedsFromSaleOfSourceCode [Extension] )      
Revenue recognized      
( us-gaap:DeferredRevenueRevenueRecognized1 )      
Software development revenue wrote-off      
( custom:SoftwareDevelopmentRevenueWroteoff [Extension] )      
Proceeds from settlement of delivered services      
( custom:ProceedsFromSettlementOfDeliveredServices [Extension] )      
Estimated useful life of the software      
( us-gaap:PropertyPlantAndEquipmentUsefulLife )      
Amortization expense      
( us-gaap:AdjustmentForAmortization )      
Amortized discount      
( us-gaap:AmortizationOfDebtDiscountPremium )      
Intrinsic value      
( us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding )      
Number of common shares basic and diluted      
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )      
Potentially dilutive shares     20,000,000
( us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount )      
(End Disclosure - Summary of Significant Accounting Policies (Details Narrative))
 
Disclosure - Management's Plans (Details Narrative)
Disclosure - Management's Plans (Details Narrative) (USD $)     9 Months Ended
( custom:ManagementsPlansAbstract [Extension] )      
  Sep. 30, 2018 Dec. 31, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Accumulated deficit (724,738) (638,717)    
( us-gaap:RetainedEarningsAccumulatedDeficit )        
Net loss     (86,021) (298,874)
( us-gaap:NetIncomeLoss )        
(End Disclosure - Management's Plans (Details Narrative))
 
Disclosure - Capitalized Software Costs (Details Narrative)
Disclosure - Capitalized Software Costs (Details Narrative) (USD $) 9 Months Ended    
( custom:CapitalizedSoftwareCostsAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Dec. 31, 2017
         
         
         
Estimated useful life of capitalized software P3Y P3Y    
( us-gaap:PropertyPlantAndEquipmentUsefulLife )        
Gross capitalized software asset     503,352 320,302
( us-gaap:CapitalizedComputerSoftwareGross )        
Accumulated software depreciation and amortization expenses     20,160 13,680
( us-gaap:CapitalizedComputerSoftwareAccumulatedAmortization )        
Unamortized balance of capitalized software     483,192 306,622
( us-gaap:CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers )        
(End Disclosure - Capitalized Software Costs (Details Narrative))
 
Disclosure - Related Party Transactions (Details Narrative)
Disclosure - Related Party Transactions (Details Narrative) (USD $) 9 Months Ended   14 Months Ended   0 Months Ended
( us-gaap:RelatedPartyTransactionsAbstract )          
  Sep. 30, 2018 Sep. 30, 2017 Apr. 24, 2017 Apr. 24, 2017 Apr. 24, 2017 Mar. 21, 2017 Mar. 21, 2017 Mar. 21, 2017
( dei:LegalEntityAxis )                
  FRH Prime Ltd. [Member] FRH Prime Ltd. [Member] FRH Group Ltd [Member]
Convertible Promissory Notes [Member]
FRH Group Ltd [Member]
Convertible Promissory Notes [Member]
FRH Group Ltd [Member]
Convertible Promissory Notes [Member]
Maximum [Member]
Stock Purchase Agreement [Member]
Susan Eaglstein [Member]
Stock Purchase Agreement [Member]
Brent Eaglstein [Member]
Stock Purchase Agreement [Member]
Susan Eaglstein and Brent Eaglstein [Member]
( dei:EntityDomain )                
Generated volume rebates 12,735 3,423            
( custom:GeneratedVolumeRebates [Extension] )                
Short term borrowing     1,000,000          
( us-gaap:ShortTermBorrowings )                
Debt instrument maturity date, description       December 31, 2018, and April 24, 2019        
( us-gaap:DebtInstrumentMaturityDateDescription )                
Debt instrument convertible per shares     0.10   0.05      
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )                
Interest rate     0.06          
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                
Number of shares issued during period           1,000,000 400,000  
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )                
Number of shares issued during period, value               70,000
( us-gaap:StockIssuedDuringPeriodValueNewIssues )                
(End Disclosure - Related Party Transactions (Details Narrative))
 
Disclosure - Line of Credit (Details Narrative)
Disclosure - Line of Credit (Details Narrative) (USD $)   9 Months Ended    
( us-gaap:LineOfCreditFacilityAbstract )        
  Jun. 24, 2016 Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
( dei:LegalEntityAxis )        
  Bank of America [Member]      
( dei:EntityDomain )        
Revolving line of credit 35,000      
( us-gaap:LineOfCredit )        
Line of credit average interest rate, purchases   0.12    
( custom:LineOfCreditAverageInterestRatePurchase [Extension] )        
Line of credit average interest rate, cash drawn   0.25    
( custom:LineOfCreditAverageInterestRateCashDrawn [Extension] )        
Line of credit outstanding balance     13,012 17,247
( us-gaap:LinesOfCreditCurrent )        
(End Disclosure - Line of Credit (Details Narrative))
 
Disclosure - Notes Payable - Related Party (Details Narrative)
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $)   0 Months Ended     0 Months Ended   0 Months Ended     0 Months Ended
( us-gaap:DebtDisclosureAbstract )                    
  Feb. 22, 2016 Feb. 22, 2016 Feb. 22, 2016 Feb. 22, 2016 Feb. 22, 2016 May. 16, 2016 May. 16, 2016 May. 16, 2016 May. 16, 2016 May. 16, 2016
( us-gaap:DebtInstrumentAxis )                    
  Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Common Stock [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Common Stock [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
( us-gaap:DebtInstrumentNameDomain )                    
Debt instrument, face value 100,000         400,000        
( us-gaap:DebtInstrumentFaceAmount )                    
Debt instrument maturity date   2018-02-28         2018-05-31      
( us-gaap:DebtInstrumentMaturityDate )                    
Debt instrument maturity date, description   The Maturity Date of the Note was extended to September 30, 2018. and additional extension to December 31, 2018         The Maturity Date of the Note was extended to September 30, 2018. and additional extension to December 31, 2018      
( us-gaap:DebtInstrumentMaturityDateDescription )                    
Debt interest rate 0.06         0.06        
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                    
Debt interest rate for periodical payments   0.10         0.10      
( us-gaap:DebtInstrumentInterestRateDuringPeriod )                    
Debt instrument conversion per shares 0.10   0.10 0.05   0.10   0.10 0.05  
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )                    
Debt instrument conversion shares   1,000,000     2,000,000   4,000,000     8,000,000
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )                    
Debt instrument conversion rate   0.30         0.30      
( us-gaap:DebtConversionConvertedInstrumentRate )                    
Convertible notes payable, current                    
( us-gaap:ConvertibleNotesPayableCurrent )                    
Accrued interest, current                    
( us-gaap:InterestPayableCurrent )                    
Convertible notes payable, non-current                    
( us-gaap:ConvertibleLongTermNotesPayable )                    
Accrued interest, non-current                    
( custom:AccruedInterestNoncurrent [Extension] )                    
 
Table continued from above
 
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $)   0 Months Ended     0 Months Ended   0 Months Ended     0 Months Ended
( us-gaap:DebtDisclosureAbstract )                    
  Nov. 17, 2016 Nov. 17, 2016 Nov. 17, 2016 Nov. 17, 2016 Nov. 17, 2016 Apr. 24, 2017 Apr. 24, 2017 Apr. 24, 2017 Apr. 24, 2017 Apr. 24, 2017
( us-gaap:DebtInstrumentAxis )                    
  Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Common Stock [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Common Stock [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
Convertible Notes [Member]
FRH Group Ltd [Member]
Maximum [Member]
( us-gaap:DebtInstrumentNameDomain )                    
Debt instrument, face value 250,000         250,000        
( us-gaap:DebtInstrumentFaceAmount )                    
Debt instrument maturity date   2018-11-30         2019-04-24      
( us-gaap:DebtInstrumentMaturityDate )                    
Debt instrument maturity date, description   November 30, 2018 and additional extension to December 31, 2018                
( us-gaap:DebtInstrumentMaturityDateDescription )                    
Debt interest rate 0.06         0.06        
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                    
Debt interest rate for periodical payments   0.10         0.10      
( us-gaap:DebtInstrumentInterestRateDuringPeriod )                    
Debt instrument conversion per shares 0.10   0.10 0.05   0.10   0.10 0.05  
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )                    
Debt instrument conversion shares   2,500,000     5,000,000   2,500,000     5,000,000
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )                    
Debt instrument conversion rate   0.30         0.30      
( us-gaap:DebtConversionConvertedInstrumentRate )                    
Convertible notes payable, current                    
( us-gaap:ConvertibleNotesPayableCurrent )                    
Accrued interest, current                    
( us-gaap:InterestPayableCurrent )                    
Convertible notes payable, non-current                    
( us-gaap:ConvertibleLongTermNotesPayable )                    
Accrued interest, non-current                    
( custom:AccruedInterestNoncurrent [Extension] )                    
 
Table continued from above
 
Disclosure - Notes Payable - Related Party (Details Narrative) (USD $)    
( us-gaap:DebtDisclosureAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
( us-gaap:DebtInstrumentAxis )    
     
( us-gaap:DebtInstrumentNameDomain )    
Debt instrument, face value    
( us-gaap:DebtInstrumentFaceAmount )    
Debt instrument maturity date    
( us-gaap:DebtInstrumentMaturityDate )    
Debt instrument maturity date, description    
( us-gaap:DebtInstrumentMaturityDateDescription )    
Debt interest rate    
( us-gaap:DebtInstrumentInterestRateStatedPercentage )    
Debt interest rate for periodical payments    
( us-gaap:DebtInstrumentInterestRateDuringPeriod )    
Debt instrument conversion per shares    
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )    
Debt instrument conversion shares    
( us-gaap:DebtConversionConvertedInstrumentSharesIssued1 )    
Debt instrument conversion rate    
( us-gaap:DebtConversionConvertedInstrumentRate )    
Convertible notes payable, current 1,000,000 750,000
( us-gaap:ConvertibleNotesPayableCurrent )    
Accrued interest, current 121,909 52,617
( us-gaap:InterestPayableCurrent )    
Convertible notes payable, non-current 250,000
( us-gaap:ConvertibleLongTermNotesPayable )    
Accrued interest, non-current 24,292
( custom:AccruedInterestNoncurrent [Extension] )    
(End Disclosure - Notes Payable - Related Party (Details Narrative))
 
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details)
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (FRH Group Note [Member], USD $) 0 Months Ended   0 Months Ended   0 Months Ended   0 Months Ended  
( us-gaap:DebtDisclosureAbstract )                
  Feb. 22, 2016 Feb. 22, 2016 May. 16, 2016 May. 16, 2018 Nov. 17, 2016 Nov. 17, 2016 Apr. 24, 2017 Apr. 24, 2017
( us-gaap:DebtInstrumentAxis )                
                 
( us-gaap:DebtInstrumentNameDomain )                
                 
                 
Original Amount of Note 100,000   400,000   250,000   250,000  
( us-gaap:DebtConversionOriginalDebtAmount1 )                
Outstanding Principal Balance   100,000   400,000   250,000   250,000
( us-gaap:DebtInstrumentFaceAmount )                
Maturity Date 2018-12-31[1]   2018-12-31[1]   2018-12-31[1]   2019-04-24[1]  
( us-gaap:DebtInstrumentMaturityDate )                
Interest Rate   0.06   0.06   0.06   0.06
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                
Date to which interest has been paid Accrued   Accrued   Accrued   Accrued  
( us-gaap:DebtConversionConvertedInstrumentType )                
Conversion Rate   0.10   0.10   0.10   0.10
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )                
Floor Conversion Price   0.05   0.05   0.05   0.05
( custom:FloorConversionPrice [Extension] )                
 Footnotes:
1.Note Extension - The Convertible Promissory Note with the face value $100,000, coupon 6%, dated February 22, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the maturity date from September 30, 2018, to December 31, 2018. The Convertible Promissory Note with the face value $250,000, coupon 6% issue, dated November 17, 2016, was amended to extend the maturity date from November 17, 2018, to December 31, 2018. The Company, by execution of the note extension agreement, represents and warrants that as of the date hereof, no Event of Default exists or is continuing concerning the Promissory Note.
(End Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details))
 
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical)
Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical) (Convertible Promissory Notes [Member], USD $)   0 Months Ended   0 Months Ended   0 Months Ended
( us-gaap:DebtDisclosureAbstract )            
  Feb. 22, 2016 Feb. 22, 2016 May. 16, 2016 May. 16, 2016 Nov. 17, 2016 Nov. 17, 2016
( us-gaap:DebtInstrumentAxis )            
             
( us-gaap:DebtInstrumentNameDomain )            
Debt instrument, face value            
( us-gaap:DebtInstrumentFaceAmount )            
Debt interest rate            
( us-gaap:DebtInstrumentInterestRateStatedPercentage )            
Debt instrument maturity date, description            
( us-gaap:DebtInstrumentMaturityDateDescription )            
(End Disclosure - Notes Payable - Related Party - Schedule of Notes Payable Related Party (Details) (Parenthetical))
 
Disclosure - Commitments and Contingencies (Details Narrative)
Disclosure - Commitments and Contingencies (Details Narrative) (USD $) 3 Months Ended 9 Months Ended 1 Month Ended 0 Months Ended    
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract )            
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2018 Jul. 31, 2016 Jul. 31, 2016 Mar. 31, 2018 Sep. 30, 2018 Dec. 31, 2017
( us-gaap:AwardDateAxis )                  
        January 1, 2018, to July 31, 2018 [Member] Chief Executive Officer [Member] Chief Financial Officer [Member] Chief Executive Officer [Member] FRH Group Note [Member] FRH Group Note [Member]
( us-gaap:AwardDateDomain )                  
Rental expense 2,595 2,936              
( us-gaap:LeaseAndRentalExpense )                  
Rent payment per month     890 890          
( us-gaap:PaymentsForRent )                  
Payment of monthly compensation         8,000 6,250 6,250    
( us-gaap:OfficersCompensation )                  
Debt interest rate               0.06 0.06
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                  
Accrued interest               121,909 76,909
( us-gaap:InterestPayableCurrent )                  
(End Disclosure - Commitments and Contingencies (Details Narrative))
 
Disclosure - Stockholders' Deficit (Details Narrative)
Disclosure - Stockholders' Deficit (Details Narrative) (USD $)     0 Months Ended
( us-gaap:EquityAbstract )      
  Sep. 30, 2018 Dec. 31, 2017 Dec. 12, 2016 Dec. 12, 2016 Dec. 12, 2016 Jan. 21, 2016 Jan. 21, 2016 Dec. 12, 2016 Mar. 15, 2017 Mar. 15, 2017
( us-gaap:TitleOfIndividualAxis )                    
      Mitchell Eaglstein [Member] Imran Firoz [Member] FRH Group Ltd [Member] Mitchell Eaglstein [Member] Imran Firoz [Member] Two Founding Member [Member]   Three Individuals [Member]
( us-gaap:TitleOfIndividualWithRelationshipToEntityDomain )                    
Authorized preferred stock 10,000,000 10,000,000                
( us-gaap:PreferredStockSharesAuthorized )                    
Preferred stock par value 0.0001 0.0001                
( us-gaap:PreferredStockParOrStatedValuePerShare )                    
Authorized common stock 100,000,000 100,000,000                
( us-gaap:CommonStockSharesAuthorized )                    
Common stock, par value 0.0001 0.0001                
( us-gaap:CommonStockParOrStatedValuePerShare )                    
Common stock, shares issued 68,533,332 68,533,332                
( us-gaap:CommonStockSharesIssued )                    
Common stock, shares outstanding 68,533,332 68,533,332                
( us-gaap:CommonStockSharesOutstanding )                    
Preferred stock, shares issued 4,000,000 4,000,000                
( us-gaap:PreferredStockSharesIssued )                    
Preferred stock, shares outstanding 4,000,000 4,000,000                
( us-gaap:PreferredStockSharesOutstanding )                    
Number of shares issued during period for services     2,600,000 400,000 1,000,000 30,000,000 5,310,000 28,600,000    
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )                    
Number of restricted common shares issued                 1,000,000 1,500,000
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross )                    
Number of restricted common shares issued, value                 50,000 75,000
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross )                    
Number of shares issued during period                    
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )                    
Number of shares issued during period, value                    
( us-gaap:StockIssuedDuringPeriodValueNewIssues )                    
 
Table continued from above
 
Disclosure - Stockholders' Deficit (Details Narrative) (USD $) 3 Months Ended 0 Months Ended
( us-gaap:EquityAbstract )    
  Mar. 17, 2017 Mar. 21, 2017 Oct. 3, 2017 Oct. 31, 2017
( us-gaap:TitleOfIndividualAxis )        
  Susan Eaglstein [Member] Bret Eaglstein [Member] Class A Warrant [Member] Management Consultant [Member]
( us-gaap:TitleOfIndividualWithRelationshipToEntityDomain )        
Authorized preferred stock        
( us-gaap:PreferredStockSharesAuthorized )        
Preferred stock par value        
( us-gaap:PreferredStockParOrStatedValuePerShare )        
Authorized common stock        
( us-gaap:CommonStockSharesAuthorized )        
Common stock, par value        
( us-gaap:CommonStockParOrStatedValuePerShare )        
Common stock, shares issued        
( us-gaap:CommonStockSharesIssued )        
Common stock, shares outstanding        
( us-gaap:CommonStockSharesOutstanding )        
Preferred stock, shares issued        
( us-gaap:PreferredStockSharesIssued )        
Preferred stock, shares outstanding        
( us-gaap:PreferredStockSharesOutstanding )        
Number of shares issued during period for services        
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )        
Number of restricted common shares issued       70,000
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross )        
Number of restricted common shares issued, value       10,500
( us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross )        
Number of shares issued during period 1,000,000 400,000 653,332  
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )        
Number of shares issued during period, value 50,000 20,000 98,000  
( us-gaap:StockIssuedDuringPeriodValueNewIssues )        
(End Disclosure - Stockholders' Deficit (Details Narrative))
 
Disclosure - Warrants (Details Narrative)
Disclosure - Warrants (Details Narrative) (USD $) 0 Months Ended      
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract )        
  Jun. 1, 2017 Jun. 1, 2017 Jun. 1, 2017 Sep. 30, 2018 Sep. 30, 2018
( us-gaap:SubsidiarySaleOfStockAxis )          
  Private Placement [Member] Private Placement [Member]
Maximum [Member]
Private Placement [Member] Class A Warrant [Member] Warrant [Member]
( us-gaap:SaleOfStockNameOfTransactionDomain )          
Proceeds from private placement 600,000        
( us-gaap:ProceedsFromIssuanceOfPrivatePlacement )          
Number of units offering during period   4,000,000      
( us-gaap:StockIssuedDuringPeriodSharesNewIssues )          
Description of warrants Each unit (a "Unit") consists of one share of Common Stock, par value $.0001 per share (the "Common Stock) and one redeemable Class A Warrant (the "Class A Warrant(s)") of the Company. The Company closed the private placement effective December 15, 2017.        
( custom:DescriptionOfWarrants [Extension] )          
Warrants to purchase shares       1  
( us-gaap:ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights )          
Common stock, per share     0.0001 0.30 1.00
( us-gaap:SharesIssuedPricePerShare )          
Warrant expiration date       2019-04-30  
( us-gaap:WarrantsAndRightsOutstandingMaturityDate )          
Warrant exercise price         0.05
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 )          
(End Disclosure - Warrants (Details Narrative))
 
Disclosure - Warrants - Schedule of Warrants Activity (Details)
Disclosure - Warrants - Schedule of Warrants Activity (Details) (USD $) 9 Months Ended
( us-gaap:WarrantsAndRightsNoteDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Original Number of Warrants Issued 653,332
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber )  
Exercise Price per Common Share 0.30
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisePrice [Extension] )  
Exercisable at beginning 653,332
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisable [Extension] )  
Became Exercisable
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsBecameExercisable [Extension] )  
Exercised
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised )  
Terminated/Cancelled/Expired
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations )  
Exercisable at the end 653,332
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisable [Extension] )  
Expiration Date 2019-04-30
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirationDate [Extension] )  
(End Disclosure - Warrants - Schedule of Warrants Activity (Details))
Contexts
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AsOf2017-09-30 2017-09-30 0001722731  
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us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
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us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
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us-gaap:RelatedPartyTransactionsByRelatedPartyAxis: custom:SusanEaglsteinMember
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AsOf2016-05-16_custom_ConvertiblePromissoryNotesMember 2016-05-16 0001722731 us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
From2016-05-15to2016-05-16_custom_ConvertiblePromissoryNotesMember 2016-05-15 - 2016-05-16 0001722731 us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
AsOf2016-11-17_custom_ConvertiblePromissoryNotesMember 2016-11-17 0001722731 us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
From2016-11-16to2016-11-17_custom_ConvertiblePromissoryNotesMember 2016-11-16 - 2016-11-17 0001722731 us-gaap:DebtInstrumentAxis: custom:ConvertiblePromissoryNotesMember
From2018-01-01to2018-09-30_custom_JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember270551843 2018-01-01 - 2018-09-30 0001722731 us-gaap:AwardDateAxis: custom:JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember
From2016-07-01to2016-07-31_us-gaap_ChiefExecutiveOfficerMember 2016-07-01 - 2016-07-31 0001722731 us-gaap:TitleOfIndividualAxis: us-gaap:ChiefExecutiveOfficerMember
From2016-07-01to2016-07-31_us-gaap_ChiefFinancialOfficerMember 2016-07-01 - 2016-07-31 0001722731 us-gaap:TitleOfIndividualAxis: us-gaap:ChiefFinancialOfficerMember
From2018-03-30to2018-03-31_us-gaap_ChiefExecutiveOfficerMember 2018-03-30 - 2018-03-31 0001722731 us-gaap:TitleOfIndividualAxis: us-gaap:ChiefExecutiveOfficerMember
From2018-01-01to2018-09-30_custom_JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember 2018-01-01 - 2018-09-30 0001722731 us-gaap:CreationDateAxis: custom:JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember
From2017-07-18to2017-07-19_custom_DefinitiveAssetPurchaseAgreementMember 2017-07-18 - 2017-07-19 0001722731 us-gaap:TypeOfArrangementAxis: custom:DefinitiveAssetPurchaseAgreementMember
From2018-01-01to2018-09-30_custom_TopThreeCustomersMember_us-gaap_SalesRevenueNetMember 2018-01-01 - 2018-09-30 0001722731 us-gaap:TitleOfIndividualAxis: custom:TopThreeCustomersMember
us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember
From2017-01-01to2017-09-30_custom_TopThreeCustomersMember_us-gaap_SalesRevenueNetMember 2017-01-01 - 2017-09-30 0001722731 us-gaap:TitleOfIndividualAxis: custom:TopThreeCustomersMember
us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:SalesRevenueNetMember
From2018-01-01to2018-09-30_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember 2018-01-01 - 2018-09-30 0001722731 us-gaap:TitleOfIndividualAxis: custom:TopFourCustomersMember
us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember
From2017-01-01to2017-09-30_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember 2017-01-01 - 2017-09-30 0001722731 us-gaap:TitleOfIndividualAxis: custom:TopFourCustomersMember
us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember
From2018-01-01to2018-09-30_custom_FRHGroupMember 2018-01-01 - 2018-09-30 0001722731 dei:LegalEntityAxis: custom:FRHGroupMember
From2016-12-11to2016-12-12_custom_MitchellEaglsteinMember 2016-12-11 - 2016-12-12 0001722731 us-gaap:TitleOfIndividualAxis: custom:MitchellEaglsteinMember
From2016-12-11to2016-12-12_custom_ImranFirozMember 2016-12-11 - 2016-12-12 0001722731 us-gaap:TitleOfIndividualAxis: custom:ImranFirozMember
From2016-12-11to2016-12-12_custom_FRHGroupLtdMember 2016-12-11 - 2016-12-12 0001722731 dei:LegalEntityAxis: custom:FRHGroupLtdMember
From2016-01-20to2016-01-21_custom_MitchellEaglsteinMember 2016-01-20 - 2016-01-21 0001722731 us-gaap:TitleOfIndividualAxis: custom:MitchellEaglsteinMember
From2016-01-20to2016-01-21_custom_ImranFirozMember 2016-01-20 - 2016-01-21 0001722731 us-gaap:TitleOfIndividualAxis: custom:ImranFirozMember
From2016-12-11to2016-12-12_custom_TwoFoundingMemberMember 2016-12-11 - 2016-12-12 0001722731 us-gaap:TitleOfIndividualAxis: custom:TwoFoundingMemberMember
From2017-03-14to2017-03-15_custom_TwoFoundingMemberMember 2017-03-14 - 2017-03-15 0001722731 us-gaap:TitleOfIndividualAxis: custom:TwoFoundingMemberMember
From2017-03-14to2017-03-15_custom_ThreeIndividualsMember 2017-03-14 - 2017-03-15 0001722731 us-gaap:TitleOfIndividualAxis: custom:ThreeIndividualsMember
From2017-03-16to2017-03-17_custom_SusanEaglsteinMember 2017-03-16 - 2017-03-17 0001722731 us-gaap:TitleOfIndividualAxis: custom:SusanEaglsteinMember
From2017-03-20to2017-03-21_custom_BretEaglsteinMember 2017-03-20 - 2017-03-21 0001722731 us-gaap:TitleOfIndividualAxis: custom:BretEaglsteinMember
From2017-07-01to2017-10-03_custom_ClassAWarrantMember 2017-07-01 - 2017-10-03 0001722731 us-gaap:StatementEquityComponentsAxis: custom:ClassAWarrantMember
From2017-10-30to2017-10-31_custom_ManagementConsultantMember 2017-10-30 - 2017-10-31 0001722731 us-gaap:TitleOfIndividualAxis: custom:ManagementConsultantMember
AsOf2018-09-30_custom_ClassAWarrantMember 2018-09-30 0001722731 us-gaap:StatementEquityComponentsAxis: custom:ClassAWarrantMember
AsOf2018-09-30_us-gaap_WarrantMember 2018-09-30 0001722731 us-gaap:StatementEquityComponentsAxis: us-gaap:WarrantMember
From2018-08-01to2018-08-31_us-gaap_SubsequentEventMember 2018-08-01 - 2018-08-31 0001722731 us-gaap:SubsequentEventTypeAxis: us-gaap:SubsequentEventMember
AsOf2017-12-31_srt_MinimumMember 2017-12-31 0001722731 srt:RangeAxis: srt:MinimumMember
AsOf2017-12-31_srt_MaximumMember 2017-12-31 0001722731 srt:RangeAxis: srt:MaximumMember
From2017-01-01to2017-12-31_custom_TopFourCustomersMember_us-gaap_AccountsReceivableMember 2017-01-01 - 2017-12-31 0001722731 us-gaap:TitleOfIndividualAxis: custom:TopFourCustomersMember
us-gaap:ConcentrationRiskByBenchmarkAxis: us-gaap:AccountsReceivableMember
AsOf2018-09-30_custom_FRHGroupNoteMember 2018-09-30 0001722731 us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember
AsOf2017-12-31_custom_FRHGroupNoteMember 2017-12-31 0001722731 us-gaap:DebtInstrumentAxis: custom:FRHGroupNoteMember
From2017-03-14to2017-03-15 2017-03-14 - 2017-03-15 0001722731  
From2017-05-30to2017-06-01_us-gaap_PrivatePlacementMember_srt_MaximumMember 2017-05-30 - 2017-06-01 0001722731 us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember
srt:RangeAxis: srt:MaximumMember
From2017-05-30to2017-06-01_us-gaap_PrivatePlacementMember 2017-05-30 - 2017-06-01 0001722731 us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember
From2018-01-01to2018-09-30_custom_AssetPurchaseAgreementMember_custom_AugustTwoThousandEighteenMember 2018-01-01 - 2018-09-30 0001722731 us-gaap:TypeOfArrangementAxis: custom:AssetPurchaseAgreementMember
us-gaap:CreationDateAxis: custom:AugustTwoThousandEighteenMember
AsOf2017-06-01_us-gaap_PrivatePlacementMember 2017-06-01 0001722731 us-gaap:SubsidiarySaleOfStockAxis: us-gaap:PrivatePlacementMember
AsOf2018-11-08 2018-11-08 0001722731  
AsOf2018-11-13 2018-11-13 0001722731  
AsOf2018-11-14 2018-11-14 0001722731  
(End Contexts)
 
Elements
Element Data Type Period Type Balance Type Custom
AccountingPoliciesAbstract xbrli:stringItemType  Duration     
   
CommitmentsAndContingenciesDisclosureAbstract xbrli:stringItemType  Duration     
   
DebtDisclosureAbstract xbrli:stringItemType  Duration     
   
PropertyPlantAndEquipmentAbstract xbrli:stringItemType  Duration     
   
RelatedPartyTransactionsAbstract xbrli:stringItemType  Duration     
   
SubsequentEventsAbstract xbrli:stringItemType  Duration     
   
custom:AccruedInterestNoncurrent xbrli:monetaryItemType  Instant  Credit  Yes
  Accrued interest noncurrent.  
custom:AssetPurchaseAgreementMember nonnum:domainItemType  Duration    Yes
  Asset Purchase Agreement [Member]  
custom:AugustTwoThousandEighteenMember nonnum:domainItemType  Duration    Yes
  August 2018 [Member]  
custom:BadDebtExpense xbrli:monetaryItemType  Duration  Debit  Yes
  Bad debt expense.  
custom:BankOfAmericaMember nonnum:domainItemType  Duration    Yes
  Bank of America [Member]  
custom:BrentEaglsteinMember nonnum:domainItemType  Duration    Yes
  Brent Eaglstein [Member]  
custom:BretEaglsteinMember nonnum:domainItemType  Duration    Yes
  Bret Eaglstein [Member]  
custom:CapitalizedSoftwareCostsAbstract xbrli:stringItemType  Duration    Yes
     
custom:CapitalizedSoftwareCostsTextBlock nonnum:textBlockItemType  Duration    Yes
  Capitalized Software Costs [Text Block]  
custom:ClassAWarrantMember nonnum:domainItemType  Duration    Yes
  Class A Warrant [Member]  
custom:CommonStockIssuedForCapitalizedSoftware xbrli:monetaryItemType  Duration  Credit  Yes
  Common stock issued for capitalized software.  
custom:ConvertibleNotesMember nonnum:domainItemType  Duration    Yes
  Convertible Notes [Member]  
custom:ConvertiblePromissoryNotesMember nonnum:domainItemType  Duration    Yes
  Convertible Promissory Notes [Member]  
custom:DefinitiveAssetPurchaseAgreementMember nonnum:domainItemType  Duration    Yes
  Definitive Asset Purchase Agreement [Member]  
custom:DescriptionOfWarrants xbrli:stringItemType  Duration    Yes
  Description of warrants.  
custom:DocumentAndEntityInformationAbstract xbrli:stringItemType  Duration    Yes (Auto)
     
custom:FRHGroupLtdMember nonnum:domainItemType  Duration    Yes
  FRH Group Ltd [Member]  
custom:FRHGroupMember nonnum:domainItemType  Duration    Yes
  FRH Group [Member]  
custom:FRHGroupNoteIVMember nonnum:domainItemType  Duration    Yes
  FRH Group Note IV [Member]  
custom:FRHGroupNoteMember nonnum:domainItemType  Duration    Yes
  FRH Group Note [Member]  
custom:FRHPrimeLtdMember nonnum:domainItemType  Duration    Yes
  FRH Prime Ltd. [Member]  
custom:FloorConversionPrice num:perShareItemType  Instant    Yes
  Floor Conversion Price  
custom:GeneratedVolumeRebates xbrli:monetaryItemType  Duration  Debit  Yes
  Generated volume rebates.  
custom:ImranFirozMember nonnum:domainItemType  Duration    Yes
  Imran Firoz [Member]  
custom:JanuaryFirstTwoThousandEighteenToJulyThirtyFirstTwoThousandEighteenMember nonnum:domainItemType  Duration    Yes
  January 1, 2018, to July 31, 2018 [Member]  
custom:LineOfCreditAverageInterestRateCashDrawn num:percentItemType  Duration    Yes
  Line of credit average interest rate, cash drawn.  
custom:LineOfCreditAverageInterestRatePurchase num:percentItemType  Duration    Yes
  Line of credit average interest rate, purchases.  
custom:LineOfCreditTextBlock nonnum:textBlockItemType  Duration    Yes
  Line of Credit [Text Block]  
custom:ManagementConsultantMember nonnum:domainItemType  Duration    Yes
  Management Consultant [Member]  
custom:ManagementsPlansAbstract xbrli:stringItemType  Duration    Yes
     
custom:ManagementsPlansTextBlock nonnum:textBlockItemType  Duration    Yes
  Management's Plans [Text Block]  
custom:MitchellEaglsteinMember nonnum:domainItemType  Duration    Yes
  Mitchell Eaglstein [Member]  
custom:NotesPayableMember nonnum:domainItemType  Duration    Yes
  Notes Payable [Member]  
custom:OffbalanceSheetArrangementsAbstract xbrli:stringItemType  Duration    Yes
     
custom:OffbalanceSheetArrangementsTextBlock nonnum:textBlockItemType  Duration    Yes
  Off-Balance Sheet Arrangements [Text Block]  
custom:ProceedsFromSaleOfSourceCode xbrli:monetaryItemType  Duration  Debit  Yes
  Proceeds from sale of source code.  
custom:ProceedsFromSettlementOfDeliveredServices xbrli:monetaryItemType  Duration  Debit  Yes
  Proceeds from settlement of delivered services.  
custom:ScheduleOfNotesPayableRelatedPartyTableTextBlock nonnum:textBlockItemType  Duration    Yes
  Schedule of Notes Payable Related Party [Table Text Block]  
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsBecameExercisable xbrli:sharesItemType  Duration    Yes
  Number of warrants became exercisable.  
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisePrice num:perShareItemType  Duration    Yes
  Exercise Price per Common Share.  
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirationDate xbrli:dateItemType  Duration    Yes
  Expiration date of warrants.  
custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisable xbrli:sharesItemType  Instant    Yes
  Number of warrants exercisable.  
custom:SoftwareDevelopmentRevenueWroteoff xbrli:monetaryItemType  Instant  Debit  Yes
  Software development revenue wrote-off.  
custom:StockPurchaseAgreementMember nonnum:domainItemType  Duration    Yes
  Stock Purchase Agreement [Member]  
custom:SusanEaglsteinAndBrentEaglsteinMember nonnum:domainItemType  Duration    Yes
  Susan Eaglstein and Brent Eaglstein [Member]  
custom:SusanEaglsteinMember nonnum:domainItemType  Duration    Yes
  Susan Eaglstein [Member]  
custom:ThreeIndividualsMember nonnum:domainItemType  Duration    Yes
  Three Individuals [Member]  
custom:TopFourCustomersMember nonnum:domainItemType  Duration    Yes
  Top 4 Customers [Member]  
custom:TopThreeCustomersMember nonnum:domainItemType  Duration    Yes
  Top 3 Customers [Member]  
custom:TwoFoundingMemberMember nonnum:domainItemType  Duration    Yes
  Two Founding Member [Member]  
custom:WarrantsTextBlock nonnum:textBlockItemType  Duration    Yes
  Warrants [Text Block]  
dei:AmendmentFlag xbrli:booleanItemType  Duration     
  If the value is true, then the document is an amendment to previously-filed/accepted document.  
dei:CurrentFiscalYearEndDate xbrli:gMonthDayItemType  Duration     
  End date of current fiscal year in the format --MM-DD.  
dei:DocumentFiscalPeriodFocus dei:fiscalPeriodItemType  Duration     
  This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.  
dei:DocumentFiscalYearFocus xbrli:gYearItemType  Duration     
  This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.  
dei:DocumentPeriodEndDate xbrli:dateItemType  Duration     
  The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.  
dei:DocumentType dei:submissionTypeItemType  Duration     
  The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.  
dei:EntityCentralIndexKey dei:centralIndexKeyItemType  Duration     
  A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.  
dei:EntityCommonStockSharesOutstanding xbrli:sharesItemType  Instant     
  Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.  
dei:EntityDomain nonnum:domainItemType  Duration     
  All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.  
dei:EntityEmergingGrowthCompany xbrli:booleanItemType  Duration     
  Indicate if registrant meets the emerging growth company criteria.  
dei:EntityExTransitionPeriod xbrli:booleanItemType  Duration     
  Indicate if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards.  
dei:EntityFilerCategory dei:filerCategoryItemType  Duration     
  Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) (5) Smaller Reporting Accelerated Filer, (6) Smaller Reporting Emerging Growth Company Filer (7) Non-accelerated Emerging Growth Company Filer or (8) Accelerated Emerging Growth Company Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.  
dei:EntityRegistrantName xbrli:normalizedStringItemType  Duration     
  The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.  
dei:EntitySmallBusiness xbrli:booleanItemType  Duration     
  Indicates that the company is a smaller reporting company with both a public float and revenues of less than $75 million.  
dei:LegalEntityAxis xbrli:stringItemType  Duration     
  The set of legal entities associated with a report.  
srt:MaximumMember nonnum:domainItemType  Duration     
  Upper limit of the provided range.  
srt:MinimumMember nonnum:domainItemType  Duration     
  Lower limit of the provided range.  
srt:RangeAxis xbrli:stringItemType  Duration     
  Information by range, including, but not limited to, upper and lower bounds.  
srt:RangeMember nonnum:domainItemType  Duration     
  Extent of variation, for example, but not limited to, upper and lower bounds.  
us-gaap:AccountingPoliciesAbstract xbrli:stringItemType  Duration     
   
us-gaap:AccountsPayableCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:AccountsReceivableMember nonnum:domainItemType  Duration     
  Due from customers or clients for goods or services that have been delivered or sold.  
us-gaap:AccountsReceivableNetCurrent xbrli:monetaryItemType  Instant  Debit   
  Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.  
us-gaap:AdditionalPaidInCapital xbrli:monetaryItemType  Instant  Credit   
  Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.  
us-gaap:AdditionalPaidInCapitalMember nonnum:domainItemType  Duration     
  Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.  
us-gaap:AdjustmentForAmortization xbrli:monetaryItemType  Duration  Debit   
  The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives.  
us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract xbrli:stringItemType  Duration     
   
us-gaap:AdvertisingCostsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.  
us-gaap:AllowanceForDoubtfulAccountsReceivable xbrli:monetaryItemType  Instant  Credit   
  For an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible.  
us-gaap:AmortizationOfDebtDiscountPremium xbrli:monetaryItemType  Duration  Debit   
  Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.  
us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount xbrli:sharesItemType  Duration     
  Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.  
us-gaap:ArrangementsAndNonarrangementTransactionsMember nonnum:domainItemType  Duration     
  This item is to be populated with the collective of (i) types (categories) of arrangements of the entity applicable to its revenue-generating activities or operations and non-arrangement transactions, including but not limited to, for instance, sales of product manufactured by the entity, if such comparison of arrangements as a component of all transactions is provided by the entity.  
us-gaap:Assets xbrli:monetaryItemType  Instant  Debit   
  Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.  
us-gaap:AssetsAbstract xbrli:stringItemType  Duration     
   
us-gaap:AssetsCurrent xbrli:monetaryItemType  Instant  Debit   
  Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.  
us-gaap:AssetsCurrentAbstract xbrli:stringItemType  Duration     
   
us-gaap:AwardDateAxis xbrli:stringItemType  Duration     
  Information by date or year of grant, pertaining to equity-based compensation arrangements.  
us-gaap:AwardDateDomain nonnum:domainItemType  Duration     
  Date or year of grant of equity-based compensation.  
us-gaap:BasisOfAccountingPolicyPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
us-gaap:BusinessDevelopment xbrli:monetaryItemType  Duration  Debit   
  Business development involves the development of products and services, their delivery, design and their implementation. Business development includes a number of techniques designed to grow an economic enterprise. Such techniques include, but are not limited to, assessments of marketing opportunities and target markets, intelligence gathering on customers and competitors, generating leads for possible sales, follow-up sales activity, formal proposal writing and business model design. Business development involves evaluating a business and then realizing its full potential, using such tools as marketing, sales, information management and customer service.  
us-gaap:CapitalizedComputerSoftwareAccumulatedAmortization xbrli:monetaryItemType  Instant  Credit   
  For each balance sheet presented, the amount of accumulated amortization for capitalized computer software costs.  
us-gaap:CapitalizedComputerSoftwareGross xbrli:monetaryItemType  Instant  Debit   
  Amount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software.  
us-gaap:CapitalizedComputerSoftwareNet xbrli:monetaryItemType  Instant  Debit   
  The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.  
us-gaap:CapitalizedSoftwareDevelopmentCostsForSoftwareSoldToCustomers xbrli:monetaryItemType  Instant  Debit   
  Unamortized costs incurred for development of computer software, which is to be sold, leased or otherwise marketed, after establishing technological feasibility through to the general release of the software products. Excludes capitalized costs of developing software for internal use.  
us-gaap:CashAndCashEquivalentsAtCarryingValue xbrli:monetaryItemType  Instant  Debit   
  Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.  
us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease xbrli:monetaryItemType  Duration  Debit   
  Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.  
us-gaap:CashAndCashEquivalentsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.  
us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:ChiefExecutiveOfficerMember nonnum:domainItemType  Duration     
  Highest ranking executive officer, who has ultimate managerial responsibility for the entity and who reports to the board of directors. In addition, the chief executive officer (CEO) may also be the chairman of the board or president.  
us-gaap:ChiefFinancialOfficerMember nonnum:domainItemType  Duration     
  Senior executive officer responsible for overseeing the financial activities of the entity.  
us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 num:perShareItemType  Instant     
  Exercise price per share or per unit of warrants or rights outstanding.  
us-gaap:ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights xbrli:sharesItemType  Instant     
  Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.  
us-gaap:CommitmentsAndContingencies xbrli:monetaryItemType  Instant  Credit   
  Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.  
us-gaap:CommitmentsAndContingenciesDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:CommitmentsAndContingenciesDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for commitments and contingencies.  
us-gaap:CommonStockMember nonnum:domainItemType  Duration     
  Stock that is subordinate to all other stock of the issuer.  
us-gaap:CommonStockParOrStatedValuePerShare num:perShareItemType  Instant     
  Face amount or stated value per share of common stock.  
us-gaap:CommonStockSharesAuthorized xbrli:sharesItemType  Instant     
  The maximum number of common shares permitted to be issued by an entity's charter and bylaws.  
us-gaap:CommonStockSharesIssued xbrli:sharesItemType  Instant     
  Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.  
us-gaap:CommonStockSharesOutstanding xbrli:sharesItemType  Instant     
  Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.  
us-gaap:CommonStockValue xbrli:monetaryItemType  Instant  Credit   
  Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:ConcentrationRiskBenchmarkDomain nonnum:domainItemType  Duration     
  The denominator in a calculation of a disclosed concentration risk percentage.  
us-gaap:ConcentrationRiskByBenchmarkAxis xbrli:stringItemType  Duration     
  Information by benchmark of concentration risk.  
us-gaap:ConcentrationRiskCreditRisk nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for credit risk.  
us-gaap:ConcentrationRiskPercentage1 num:percentItemType  Duration     
  For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.  
us-gaap:ConvertibleLongTermNotesPayable xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.  
us-gaap:ConvertibleNotesPayableCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.  
us-gaap:CostOfGoodsAndServicesSold xbrli:monetaryItemType  Duration  Debit   
  The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.  
us-gaap:CreationDateAxis xbrli:stringItemType  Duration     
  Information about two or more restatements of a single financial reporting concept where restated amounts have been reported in a prior filing.  
us-gaap:DebtConversionConvertedInstrumentRate num:percentItemType  Duration     
  Dividend or interest rate associated with the financial instrument issued in exchange for the original debt being converted in a noncash or part noncash transaction. Noncash are transactions that affect recognized assets or liabilities but that do not result in cash receipts or cash payments. Part noncash refers to that portion of the transaction not resulting in cash receipts or cash payments.  
us-gaap:DebtConversionConvertedInstrumentSharesIssued1 xbrli:sharesItemType  Duration     
  The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.  
us-gaap:DebtConversionConvertedInstrumentType xbrli:stringItemType  Duration     
  The type of the financial instrument that the original debt is being converted into (for example, new debt, common stock, preferred stock, etc.) in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.  
us-gaap:DebtConversionOriginalDebtAmount1 xbrli:monetaryItemType  Duration  Credit   
  The amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.  
us-gaap:DebtDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:DebtDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.  
us-gaap:DebtInstrumentAxis xbrli:stringItemType  Duration     
  Information by type of debt instrument, including, but not limited to, draws against credit facilities.  
us-gaap:DebtInstrumentConvertibleConversionPrice1 num:perShareItemType  Instant     
  The price per share of the conversion feature embedded in the debt instrument.  
us-gaap:DebtInstrumentFaceAmount xbrli:monetaryItemType  Instant  Credit   
  Face (par) amount of debt instrument at time of issuance.  
us-gaap:DebtInstrumentInterestRateDuringPeriod num:percentItemType  Duration     
  The average effective interest rate during the reporting period.  
us-gaap:DebtInstrumentInterestRateStatedPercentage num:percentItemType  Instant     
  Contractual interest rate for funds borrowed, under the debt agreement.  
us-gaap:DebtInstrumentMaturityDate xbrli:dateItemType  Duration     
  Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.  
us-gaap:DebtInstrumentMaturityDateDescription xbrli:stringItemType  Duration     
  Description of the maturity date of the debt instrument including whether the debt matures serially and, if so, a brief description of the serial maturities.  
us-gaap:DebtInstrumentNameDomain nonnum:domainItemType  Duration     
  The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.  
us-gaap:DebtPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.  
us-gaap:DefaultFinancialStatementsDateMember nonnum:domainItemType  Duration     
  Date the financial statement was made available and submitted, in CCYY-MM-DD format.  
us-gaap:DeferredRevenueRevenueRecognized1 xbrli:monetaryItemType  Duration  Credit   
  Amount of revenue recognized that was previously reported as deferred or unearned revenue.  
us-gaap:DepreciationDepletionAndAmortization xbrli:monetaryItemType  Duration  Debit   
  The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.  
us-gaap:EarningsPerShareBasicAndDiluted num:perShareItemType  Duration     
  The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.  
us-gaap:EarningsPerSharePolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.  
us-gaap:EquityAbstract xbrli:stringItemType  Duration     
   
us-gaap:EquityComponentDomain nonnum:domainItemType  Duration     
  Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.  
us-gaap:GeneralAndAdministrativeExpense xbrli:monetaryItemType  Duration  Debit   
  The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.  
us-gaap:GrossProfit xbrli:monetaryItemType  Duration  Credit   
  Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.  
us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.  
us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest xbrli:monetaryItemType  Duration  Credit   
  Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.  
us-gaap:IncomeStatementAbstract xbrli:stringItemType  Duration     
   
us-gaap:IncomeTaxExpenseBenefit xbrli:monetaryItemType  Duration  Debit   
  Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.  
us-gaap:IncomeTaxPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.  
us-gaap:IncomeTaxesPaidNet xbrli:monetaryItemType  Duration  Credit   
  The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.  
us-gaap:IncreaseDecreaseInAccountsPayable xbrli:monetaryItemType  Duration  Debit   
  The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.  
us-gaap:IncreaseDecreaseInAccountsReceivable xbrli:monetaryItemType  Duration  Credit   
  The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.  
us-gaap:IncreaseDecreaseInAccruedLiabilities xbrli:monetaryItemType  Duration  Debit   
  The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.  
us-gaap:IncreaseDecreaseInInterestPayableNet xbrli:monetaryItemType  Duration  Debit   
  The increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity.  
us-gaap:IncreaseDecreaseInOperatingCapitalAbstract xbrli:stringItemType  Duration     
   
us-gaap:IncreaseDecreaseInOtherCurrentAssets xbrli:monetaryItemType  Duration  Credit   
  Amount of increase (decrease) in current assets classified as other.  
us-gaap:InterestExpense xbrli:monetaryItemType  Duration  Debit   
  Amount of the cost of borrowed funds accounted for as interest expense.  
us-gaap:InterestPaid xbrli:monetaryItemType  Duration  Credit   
  Amount of cash paid for interest, including, but not limited to, capitalized interest and payment to settle zero-coupon bond attributable to accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount; classified as operating and investing activities.  
us-gaap:InterestPayableCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims xbrli:monetaryItemType  Duration  Debit   
  Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims.  
us-gaap:LeaseAndRentalExpense xbrli:monetaryItemType  Duration  Debit   
  Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.  
us-gaap:LegalCostsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for legal costs incurred to protect or defend the entity's assets and rights, or to obtain assets, including monetary damages, or to obtain rights.  
us-gaap:LesseeLeasesPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for leasing arrangement entered into by lessee.  
us-gaap:Liabilities xbrli:monetaryItemType  Instant  Credit   
  Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.  
us-gaap:LiabilitiesAndStockholdersEquity xbrli:monetaryItemType  Instant  Credit   
  Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.  
us-gaap:LiabilitiesAndStockholdersEquityAbstract xbrli:stringItemType  Duration     
   
us-gaap:LiabilitiesCurrent xbrli:monetaryItemType  Instant  Credit   
  Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.  
us-gaap:LiabilitiesCurrentAbstract xbrli:stringItemType  Duration     
   
us-gaap:LineOfCredit xbrli:monetaryItemType  Instant  Credit   
  The carrying value as of the balance sheet date of the current and noncurrent portions 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  
us-gaap:LineOfCreditFacilityAbstract xbrli:stringItemType  Duration     
   
us-gaap:LinesOfCreditCurrent xbrli:monetaryItemType  Instant  Credit   
  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 an  
us-gaap:NetCashProvidedByUsedInFinancingActivities xbrli:monetaryItemType  Duration  Debit   
  Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.  
us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract xbrli:stringItemType  Duration     
   
us-gaap:NetCashProvidedByUsedInInvestingActivities xbrli:monetaryItemType  Duration  Debit   
  Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.  
us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract xbrli:stringItemType  Duration     
   
us-gaap:NetCashProvidedByUsedInOperatingActivities xbrli:monetaryItemType  Duration     
  Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.  
us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract xbrli:stringItemType  Duration     
   
us-gaap:NetIncomeLoss xbrli:monetaryItemType  Duration  Credit   
  The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.  
us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.  
us-gaap:NonoperatingIncomeExpense xbrli:monetaryItemType  Duration  Credit   
  The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).  
us-gaap:NonoperatingIncomeExpenseAbstract xbrli:stringItemType  Duration     
   
us-gaap:OfficersCompensation xbrli:monetaryItemType  Duration  Debit   
  Amount of expense for salary and wage arising from service rendered by officer. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold.  
us-gaap:OperatingExpenses xbrli:monetaryItemType  Duration  Debit   
  Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.  
us-gaap:OperatingExpensesAbstract xbrli:stringItemType  Duration     
   
us-gaap:OperatingIncomeLoss xbrli:monetaryItemType  Duration  Credit   
  The net result for the period of deducting operating expenses from operating revenues.  
us-gaap:OtherAssetsCurrent xbrli:monetaryItemType  Instant  Debit   
  Amount of current assets classified as other.  
us-gaap:OtherNonoperatingIncomeExpense xbrli:monetaryItemType  Duration  Credit   
  Amount of income (expense) related to nonoperating activities, classified as other.  
us-gaap:PaymentsForRent xbrli:monetaryItemType  Duration  Credit   
  Cash payments to lessor's for use of assets under operating leases.  
us-gaap:PaymentsToDevelopSoftware xbrli:monetaryItemType  Duration  Credit   
  The cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization.  
us-gaap:PreferredStockMember nonnum:domainItemType  Duration     
  Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.  
us-gaap:PreferredStockParOrStatedValuePerShare num:perShareItemType  Instant     
  Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.  
us-gaap:PreferredStockSharesAuthorized xbrli:sharesItemType  Instant     
  The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.  
us-gaap:PreferredStockSharesIssued xbrli:sharesItemType  Instant     
  Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.  
us-gaap:PreferredStockSharesOutstanding xbrli:sharesItemType  Instant     
  Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.  
us-gaap:PreferredStockValue xbrli:monetaryItemType  Instant  Credit   
  Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:PriorPeriodReclassificationAdjustmentDescription nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements.  
us-gaap:PrivatePlacementMember nonnum:domainItemType  Duration     
  A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.  
us-gaap:ProceedsFromIssuanceOfCommonStock xbrli:monetaryItemType  Duration  Debit   
  The cash inflow from the additional capital contribution to the entity.  
us-gaap:ProceedsFromIssuanceOfDebt xbrli:monetaryItemType  Duration  Debit   
  The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.  
us-gaap:ProceedsFromIssuanceOfPrivatePlacement xbrli:monetaryItemType  Duration  Debit   
  The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.  
us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.  
us-gaap:PropertyPlantAndEquipmentUsefulLife xbrli:durationItemType  Duration     
  Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.  
us-gaap:ProvisionForDoubtfulAccounts xbrli:monetaryItemType  Duration  Debit   
  Amount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.  
us-gaap:ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.  
us-gaap:RelatedPartyDomain nonnum:domainItemType  Duration     
  Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.  
us-gaap:RelatedPartyTransactionsAbstract xbrli:stringItemType  Duration     
   
us-gaap:RelatedPartyTransactionsByRelatedPartyAxis xbrli:stringItemType  Duration     
  Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.  
us-gaap:RelatedPartyTransactionsDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.  
us-gaap:RepaymentsOfLinesOfCredit xbrli:monetaryItemType  Duration  Credit   
  Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.  
us-gaap:ResearchDevelopmentAndComputerSoftwarePolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination.  
us-gaap:RetainedEarningsAccumulatedDeficit xbrli:monetaryItemType  Instant  Credit   
  The cumulative amount of the reporting entity's undistributed earnings or deficit.  
us-gaap:RetainedEarningsMember nonnum:domainItemType  Duration     
  The cumulative amount of the reporting entity's undistributed earnings or deficit.  
us-gaap:RevenueRecognitionPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.  
us-gaap:Revenues xbrli:monetaryItemType  Duration  Credit   
  Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).  
us-gaap:SaleOfStockNameOfTransactionDomain nonnum:domainItemType  Duration     
  Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.  
us-gaap:SalesRevenueNetMember nonnum:domainItemType  Duration     
  Revenue from sale of goods and services rendered, in the normal course of business, after sales returns and allowances, and sales discounts, when it serves as a benchmark in a concentration of risk calculation.  
us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock nonnum:textBlockItemType  Duration     
  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.  
us-gaap:SellingAndMarketingExpense xbrli:monetaryItemType  Duration  Debit   
  The aggregate total amount of expenses directly related to the marketing or selling of products or services.  
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised xbrli:sharesItemType  Duration     
  Number of non-option equity instruments exercised by participants.  
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations xbrli:sharesItemType  Duration     
  Number of shares under non-option equity instrument agreements that were either cancelled or expired.  
us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber xbrli:sharesItemType  Instant     
  Number of equity instruments other than options outstanding, including both vested and non-vested instruments.  
us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding xbrli:monetaryItemType  Instant  Debit   
  Intrinsic value of equity-based compensation awards outstanding. Excludes stock and unit options.  
us-gaap:SharesIssuedPricePerShare num:perShareItemType  Instant     
  Per share or per unit amount of equity securities issued.  
us-gaap:ShortTermBorrowings xbrli:monetaryItemType  Instant  Credit   
  Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.  
us-gaap:SignificantAccountingPoliciesTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for all significant accounting policies of the reporting entity.  
us-gaap:StatementEquityComponentsAxis xbrli:stringItemType  Duration     
  Information by component of equity.  
us-gaap:StatementOfCashFlowsAbstract xbrli:stringItemType  Duration     
   
us-gaap:StatementOfFinancialPositionAbstract xbrli:stringItemType  Duration     
   
us-gaap:StockIssuedDuringPeriodSharesIssuedForServices xbrli:sharesItemType  Duration     
  Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.  
us-gaap:StockIssuedDuringPeriodSharesNewIssues xbrli:sharesItemType  Duration     
  Number of new stock issued during the period.  
us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardGross xbrli:sharesItemType  Duration     
  Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.  
us-gaap:StockIssuedDuringPeriodValueNewIssues xbrli:monetaryItemType  Duration  Credit   
  Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.  
us-gaap:StockIssuedDuringPeriodValueRestrictedStockAwardGross xbrli:monetaryItemType  Duration  Credit   
  Aggregate value of stock related to Restricted Stock Awards issued during the period.  
us-gaap:StockholdersEquity xbrli:monetaryItemType  Instant  Credit   
  Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.  
us-gaap:StockholdersEquityAbstract xbrli:stringItemType  Duration     
   
us-gaap:StockholdersEquityNoteDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.  
us-gaap:SubsequentEventMember nonnum:domainItemType  Duration     
  Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.  
us-gaap:SubsequentEventTypeAxis xbrli:stringItemType  Duration     
  Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.  
us-gaap:SubsequentEventsTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.  
us-gaap:SubsidiarySaleOfStockAxis xbrli:stringItemType  Duration     
  Information by type of sale of the entity's stock.  
us-gaap:TitleOfIndividualAxis xbrli:stringItemType  Duration     
  Information by title of individual or nature of relationship to individual or group of individuals.  
us-gaap:TitleOfIndividualWithRelationshipToEntityDomain nonnum:domainItemType  Duration     
  Title of individual, or nature of relationship to individual or group of individuals.  
us-gaap:TypeOfArrangementAxis xbrli:stringItemType  Duration     
  Information by category of arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements.  
us-gaap:UseOfEstimates nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.  
us-gaap:WarrantMember nonnum:domainItemType  Duration     
  Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.  
us-gaap:WarrantsAndRightsNoteDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:WarrantsAndRightsOutstandingMaturityDate xbrli:dateItemType  Instant     
  Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format.  
us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted xbrli:sharesItemType  Duration     
  Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).  
Total Elements   255
Total Non-Abstract Elements   186
Total Extension Elements   51
Percent Extended   20%
Percent Extended (excluding abstracts)   25%
Total Facts   364
(End Elements)