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Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2017
Mar. 28, 2018
Jun. 30, 2017
Document And Entity Information      
Entity Registrant Name ADVANCED CREDIT TECHNOLOGIES INC    
Entity Central Index Key 0001437517    
Document Type 10-K    
Document Period End Date Dec. 31, 2017    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Is Entity a Well-known Seasoned Issuer? No    
Is Entity a Voluntary Filer? No    
Is Entity's Reporting Status Current? Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 755,074
Entity Common Stock, Shares Outstanding   62,542,181  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2017    
Consolidated and Condensed Balance Sheets - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Current assets    
Cash $ 112,799 $ 31,776
Advanced Commissions 16,000
Total Current Assets 128,799 31,776
Fixed Assets    
Software and Computer Equipment, net 670,728
Total Fixed Assets 670,728
Total Assets 799,527 31,776
Current Liabilities    
Accounts Payable and accrued expenses 10,128 124,347
Loans payable- stockholders 50,000 191,400
Loans from related parties 145,000
Total Current Liabilities 205,128 315,747
Total Liabilities 205,128 315,747
Commitments and Contingencies
Stockholders'Equity (deficit)    
Common Stock: $0.001 par value; 100,000,000 shares authorized; 61,982,181 and 44,455,181 shares issued and outstanding as of December 31, 2017 and December 31, 2016 respectively 61,982 44,455
Preferred Stock $0.001 per value - 30,000 shares authorized; 30,000 shares issued and outstanding 30
Shares to be issued: 150,000 Common Stock 12,000  
Additional paid in capital 3,141,639 1,732,926
Accumulated deficit (2,621,252) (2,061,352)
Total Stockholders' Equity (deficit) 594,399 (283,971)
Total Liabilities and Stockholders' Equity (deficit) $ 799,527 $ 31,776
Consolidated and Condensed Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 61,982,181 44,455,181
Common stock, shares outstanding 61,982,181 44,455,181
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 30,000
Preferred Stock, shares issued 30,000
Preferred Stock, shares outstanding 30,000
Common stock, subscribed 150,000
Consolidated and Condensed Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Income Statement [Abstract]    
Consulting revenue $ 3,900
Total Revenue 3,900
Operational Expense    
Professional fee 91,523 48,206
Research 76,673 147,225
Stock Compensation Expense 12,000
Officer's compensation 315,174 242,450
Travel and entertainment 88,368 9,358
Rent 600 600
Depreciation Expense 50,021
Computer and internet 3,530 2,494
Telephone 196
Office supplies and expenses 10,828 9,946
Other Operating Expenses 1,987 1,732
Total operating expenses 650,704 462,207
Loss from operations (650,704) (458,307)
Other Income/Expense    
Gain of Settlement of Debt 151,324
Interest expense (60,520) (62,580)
Total Other Income / Expenses 90,804 (62,580)
Provision for income taxes
Net loss $ (559,900) $ (520,886)
Loss per common share- basic and diluted $ (0.011) $ (0.010)
Weighted average number of common shares outstanding - basic and diluted 52,954,326 40,224,747
Statements of Stockholders Deficit - USD ($)
Common Stock
Common Stock Unissued
Preferred Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Beginning Balance, Shares at Dec. 31, 2015 36,342,747          
Beginning Balance, Amount at Dec. 31, 2015 $ 36,343     $ 1,269,291 $ (1,540,466) $ (234,832)
Proceeds from issuance of stock, shares 6,565,059          
Proceeds from issuance of stock, amount $ 6,565     280,192   286,757
Stock issued for services, shares 1,210,000          
Stock issued for services, amount $ 1,210     116,790   118,000
Shares issued for Conversion of Debt, shares 337,375          
Shares issued for Conversion of Debt, amount $ 337     26,653   26,990
Capital Contribution For Profit Sharing And Warrant         40,000 40,000
Net Loss         (520,886) (520,886)
Ending Balance, Shares at Dec. 31, 2016 4,445,518          
Ending Balance, Amount at Dec. 31, 2016 $ 44,455     1,732,926 (2,061,352) (283,971)
Proceeds from issuance of stock, shares 12,677,000          
Proceeds from issuance of stock, amount $ 12,677     688,173   700,850
Unissued Common Stock, shares   150,000        
Unissued Common Stock, amount   $ 12,000       12,000
Preferred Stock, shares     30,000      
Preferred Stock, amount     $ 30     $ 30
Shares issued for software, shares 4,000,000         4,000,000
Shares issued for software, amount $ 4,000     516,000   $ 520,000
Stock issued for services, shares 350,000          
Stock issued for services, amount $ 350     55,040   55,391
Shares issued for Conversion of Debt, shares 500,000          
Shares issued for Conversion of Debt, amount $ 500     149,500   150,000
Net Loss         (559,900) (559,900)
Ending Balance, Shares at Dec. 31, 2017 61,982,181 150,000 30,000      
Ending Balance, Amount at Dec. 31, 2017 $ 61,982 $ 12,000 $ 30 $ 3,141,639 $ (2,621,252) $ 594,399
Consolidated and Condensed Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
OPERATING ACTIVITIES    
Net loss $ (559,900) $ (520,886)
Adjustments to reconcile net loss to net cash used in operating activities    
Gain of Settlement of Debt (151,324)
Depreciation 50,021
Stock Compensation 31,421 118,000
Advanced Commissions (16,000)
Change in Operating Assets and Liabilities    
Accrued Interest
Amortization of Discount on Notes Payable 1,458
Accounts payable and accrued expenses 81,705 62,323
Net cash used in operating activities (564,077) (339,105)
INVESTING ACTIVITIES    
Software (50,750)
Net Cash Provided by Investment Activities (50,750)
FINANCING ACTIVITIES    
Proceeds from common stock issuance 700,850 286,757
Repayment on principal of note (5,000)
Capital contribution for profit sharing and warrant 40,000
Net cash provided by financing activities 695,850 326,757
Net increase (decrease) in cash and equivalents 81,023 (12,349)
Cash and equivalents at beginning of the period 31,776 44,125
Cash and equivalents at end of the period 112,799 31,776
SUPPLEMENTAL CASH FLOW INFORMATION    
Interest paid
Income taxes paid
NON-CASH DISCLOSURES    
Note #1 - Company issued 500,000 shares of Stock for Retirement of debt of $150,000. 150,000  
Note #2-Company rolled over $19,500 as part of a current note of $50,000. 19,500  
Note #3-Company issued 4,000,000 shares for stock for payment of software valued at $520,000. 520,000  
Note #4 - Company issued a note for $150,000 as payment for software. 150,000  
Note #5 - Company issued 150,000 shares of common stock in exchange for settlement of $15,000 of accounts payable. $ 15,000  
Consolidated and Condensed Statements of Cash Flows (Parenthetical)
 12 Months Ended
Dec. 31, 2017
shares
Statement of Cash Flows [Abstract]  
Shares for debt 500,000
Shares for acqusitions 4,000,000
Shares for accounts payable 150,000
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Business

 

ACRT (“ACRT”, ‘We”or the “Company”) is a development-stage technology company focused on fraud prevention and credit management.

 

The Company offers a proprietary software platform branded as CyberloQ™ . While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.

 

CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and the Company is currently beta-testing the technology in the banking ecosystem.

 

In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name Turnscor® which allows customers to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for Turnscor on their own, the Company also intends to market Turnscor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added benefit to offer their customers.

 

Moreover, on March 30, 2017 the Company entered into an Agreement with Swiss Venture Trust, a subsidiary of XCELL Security House, S.A. of Lausanne, Switzerland whose President, Lynnwood Farr, is a member of the Company’s Board of Directors. The equity exchange and revenue sharing agreements entered into between the two companies are currently in the process of being renegotiated, and the renegotiated terms of such contracts will be disclosed when finalized.

 

On June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through CyberloQ Technologies LTD. However, to date CyberloQ Technologies LTD has not generated any revenue for the Company.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) and the rules of the Securities and Exchange Commission.

 

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated.

 

Reclassification

 

Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported.

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2017 and December 31, 2016, the Company had $0 in deposits in excess of federally-insured limits.

 

Research and Development, Software Development Costs, and Internal Use Software Development Costs

 

Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate.

 

Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

 

In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the twelve months ending December 31, 2017 and 2016, we expensed $76,673 and $147,225 in expenditures on research and development, respectively.  Of the $76,673 paid in 2017, $54,000 was paid to Cartentech LLC, an entity owned & controlled by the Company’s Chief Technology Officer.

Fixed Assets

 

The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to five years.

 

Intangible and Long-Lived Assets

 

The Company follows FASB ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. For the twelve months ending December 31, 2017 and 2016 the Company had not experienced impairment losses on its long-lived assets.

 

Revenue Recognition

 

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed and determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports.

Fair Value Measurements

 

For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

 

The Company has adopted FASB ASC 820-10, "Fair Value Measurements and Disclosures." FASB ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

·         Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

·         Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·         Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815.

 

In February 2007, the FASB issued FAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," now known as ASC Topic 825-10 "Financial Instruments." ASC Topic 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FASB ASC 825-10 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company has adopted FASB ASC 825-10. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

 

Segment Reporting

 

FASB ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment.

 

Income Taxes

 

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.  

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions.

 

Earnings (Loss) Per Share

 

Earnings per share is calculated in accordance with the FASB ASC 260-10, "Earnings Per Share." Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

At December 31, 2017 and as of December 31, 2016 the Company has 1,250,000 warrants issued that can be exercised and could be dilutive to the existing number of shares issued and outstanding. However, due to the Company’s periods of losses, the basic weighted average is equal to the weighted average shares outstanding.

 

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.

 

Stock Based Compensation

 

The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered.  For stock-based compensation the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant.  Stock option awards are valued using the Black-Scholes option-pricing model. 

 

The Company accounts for stock issued to non-employees where the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

 

Recent Accounting Pronouncements

 

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. For the Company, this standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company is currently assessing this ASU's impacts on the Company's consolidated results of operations and financial condition.

 

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts

with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.

 

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies certain accounting aspects for share-based payments to employees including, among other elements, the accounting for income taxes and forfeitures, as well as classifications in the statement of cash flows. With respect to income taxes, under current guidance, when a share-based payment award such as a stock option or restricted stock unit (RSU) is granted to an employee, the fair value of the award is generally recognized over the vesting period. However, the related deduction from taxes payable is based on the award’s intrinsic value at the time of exercise (for an option) or on the fair value upon vesting of the award (for RSUs), which can be either greater (creating an excess tax benefit) or less (creating a tax deficiency) than the compensation cost recognized in the financial statements. Excess tax benefits are recognized in additional paid-in capital (APIC) within equity, and tax deficiencies are similarly recognized in APIC to the extent there is a sufficient APIC amount (APIC pool) related to previously recognized excess tax benefits. Under the new guidance, all excess tax benefits/deficiencies would be recognized as income tax benefit/expense in the statement of income. The new ASU’s income tax aspects also impact the calculation of diluted earnings per share by excluding excess tax benefits/deficiencies from the calculation of assumed proceeds available to repurchase shares under the treasury stock method. Relative to forfeitures, the new standard allows an entity-wide accounting policy election either to continue to estimate the number of awards that will be forfeited or to account for forfeitures as they occur. The new guidance also impacts classifications within the statement of cash flows by no longer requiring inclusion of excess tax benefits as both a hypothetical cash outflow within cash flows from operating activities and hypothetical cash inflow within cash flows from financing activities. Instead, excess tax benefits would be classified in operating activities in the same manner as other cash flows related to income taxes. Additionally, the new ASU requires cash payments to tax authorities when an employer uses a net-settlement feature to withhold shares to meet statutory tax withholding provisions to be presented as financing activity (eliminating previous diversity in practice). For the Company, this standard is required effective January 1, 2017.

 

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using a retrospective transition method. The Company is currently assessing this ASU’s impact on its results of operations and financial condition.

 

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.
Going Concern
 12 Months Ended
Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since Inception resulting in an accumulated deficit of $2,621,252 as of December 31, 2017 that includes a loss of $559,990 for the year ended December 31, 2017. Further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Stockholders Deficit
 12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders Deficit

NOTE 3 – STOCKHOLDERS' DEFICIT

 

Common Stock

 

The Company has 100,000,000 shares of $.001 par value common stock authorized as of December 31, 2017 and 2016.

 

In 2016, the Company received $286,757 in payment for 6,565,059 shares of common stock. Also in 2016, the Company issued 1,210,000 shares of common stock as compensation for services. Finally, the Company issued 337,375 shares of common stock in 2016 in exchange for the conversion of debt.

 

There were 44,455,181 shares of common stock issues and outstanding as of December 31, 2016. In 2017, the Company received $700,850 in payment for 12,677,000 shares of common stock. Also in 2017, the Company issued 4,000,000 shares of common stock to acquire the Cyberloq™ technology, and 350,000 shares of common stock were issued as compensation for services. Furthermore, the company issued 500,000 shares of common stock for the conversion of debt.

 

There were 61,982,181 shares of common stock issued and outstanding as of December 31, 2017.

 

Preferred Stock

 

The Company did not have any preferred stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated Series A Super Voting Preferred Stock consisting of thirty-thousand(30,000) shares at par value of $0.001 per share. Certain rights, preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except as otherwise required by law, holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand(5,000) votes per share of Series A Preferred Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000 shares of the Series A Super Voting Preferred Stock were issued in 2017. 
Commitments
 12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Commitments

NOTE 4 – COMMITMENTS

The Company rents office space for its main office at 871 Venetia Bay Blvd Suite #202 Venice, FL 34285.  Monthly rent for this space is $50. All conditions have been met and paid by the Company. 

 

In 2015, in conjunction with a proposed TurnScor Card platform, the Company signed three Investor Royalty and Warrant Agreements with four parties. In exchange for the funds contributed by the four parties, the Company agreed to:

 

1.Pay the investors monthly residuals of 2.0% to 5% per month on the gross revenue after expenses generated by the Company's primary platform in conjunction with the Company's TurnScor Card;

 

2.Pay the investors a residual in perpetuity on 2% to 5% of all sub-platform revenue generated; and

 

3.Issue warrants to investors all of which have either been exercised or expired except for one individual that has two unexercised warrants: one to purchase 250,000 shares of common stock at $0.15 per share that expires in November of 2018, and another to purchase 250,000 shares of common stock at $0.20 per share that expires in November of 2019.

 

The Company does not plan to proceed with the TurnScor Card at this time. 
Related Party Transactions
 12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Acquisition of Cyberloq™

 

During 2017 the Company acquired the CyberloQ™ banking fraud prevention technology. (the “Technology”) Pursuant to the asset purchase agreement, the prior license agreement between the Company and CartenTech LLC was terminated, and the Company is now the exclusive owner of the CyberloQ™ banking fraud prevention technology along with all intellectual property rights associated with the Technology which is copyrighted with the United States Copyright Office. The owner of CartenTech LLC is Mark Carten, who is also a director of ACRT and its Chief Technology Officer. On July 28, 2017, the Company purchased the Technology with a value of $720,000. As consideration for the acquisition of and all rights to the Technology, CartenTech LLC received: (a) payment of $50,000, (b) a note for $150,000, and (c) 4,000,000 shares of the Company’s common stock. The software is being depreciated over its useful life of seven-years in conjunciton with the Company’s amoritization policy.

 

Issuance of Warrants

 

In 2017, Rex Schuette, one of the Company’s directors, was issued two warrants to potentially acquire a total of 1,250,000 additional shares of common stock. One warrant to potentially acquire an additional 625,000 shares of common stock expires on June 19, 2018, and the other warrant to potentially acquire an additional 625,000 shares of common stock expires on June 28, 2019. Both warrants are exerciseable at $0.20 per share, and the Company valued the warrants at $51,192. the warrants will be expensed ratably through expiration.

 

Related Party Loans Payable

 

The following is a summary of related party loans payable:

 

  For the Year Ended December 31
  2017   2016
Loans payable - stockholders $ 50,000   $ 191,400
Loans from related parties $ 145,000   $ 0

 

Loans Payable - Stockholders

 

On December 29, 2014, the Company entered into a partially-convertible promissory note with a shareholder in the amount of $35,000. In January of 2015, the shareholer partially-exercised its conversion option, and in May of 2016 the shareholder exercised the remainder of its conversion option. In December 2017, the remaining unpaid principal and interest due on the note was settled in full for a $50,000 note and the Company recognized $151,324 in gain on settlement of debt.

 

In December of 2015, the Company also issued stock options to the note holder to purchase 250,000 shares of the Company's common stock at $0.25 per share one year from the issuance date of the promissory note. The stock option was not exercised and expired on December 31, 2016.

 

On October 26, 2013 the Company issued a promissory note of $150,000.  The total amount owed as of September 28, 2017 was $160,900. On September 28, 2017 the total amount of $160,900 was converted to 500,000 shares of stock for a value of $150,000 and recorded other income gain of $10,900 by the Company.

Loans from Related Parties

As set forth above, during 2017 the Company acquired the intellectual property and ownership rights to CyberloQ™ from Carten Tech, LLC. The owner was the Company’s Chief Technology Officer, Mark Carten. The purchase included $50,000 in cash, note payable of $150,000, and 4,000,000 shares of Common Stock.
Convertible Notes - Stockholders
 12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Notes Payable

NOTE 6 – CONVERTIBLE NOTES-STOCKHOLDERS

 

On September 14, 2015, the Company issued a $10,000 convertible note due on March 12, 2016 to its stockholder. The note bears no interest and is convertible to 125,000 shares at the rate of $0.08 per share per the terms of the note. There was a beneficial conversion feature associated with the note. The value of beneficial conversion feature is $1,250 and book as additional paid in capital. The principal and interest due pursuant to this note was converted into shares of the Company’s common stock on November 15, 2016.

 

On September 18, 2015, the Company issued a $8,990 convertible notes due on March 16, 2016 to its stockholder. The note bears no interest and is convertible to 112,375 shares at the rate of $0.08 per share per the terms of the note. There was a beneficial conversion feature associated with the note. The value of beneficial conversion feature is $2,248 and book as additional paid in capital. The principal and interest due pursuant to this note was converted into shares of the Company’s common stock on November 15, 2016.

 

On October 14, 2015, the Company issued a $8,000 convertible notes due on April 11, 2016 to its stockholder. The note bears no interest and is convertible to 80,000 shares at the rate of $0.1 per share per the terms of the note. The principal and interest due pursuant to this note was converted into shares of the Company’s common stock on November 15, 2016.

 

On June 26, 2012 the Company issued a note to a shareholder for $12,000. Principal and interest were not originally recognized on this note in 2012. On December 29, 2017 this note was converted to 150,000 shares of common stock and the Company recognized the transaction as stock compensation expense upon such conversion.
Income Taxes
 12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 7 – INCOME TAXES

At December 31, 2017 the Company had available federal and state net operating loss carry forwards to reduce future taxable income.  The amount available was approximately $2,621,252 federal and state purposes.   The federal and state net operating loss carry forwards begin to expire in 2028.  Given the Company's history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards.  Accordingly, the Company has recognized a valuation allowance that offests the deferred tax asset for this benefit.

 

FASB ASC Topic 740 – Income Taxes (formerly SFAS 109) requires that the Company establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.  Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with net operating loss carry forwards, the utilization of the Company's net operating loss carry- forward will likely be limited as a result of cumulative changes in stock ownership.  The Company has not recognized a deferred asset and, as a result, the change in stock ownership will not result in any change to the valuation allowances.  Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time.

 

The provision for Federal income tax consists of the following:

  For the Year Ended December 31
  2017   2016
Federal income tax benefit attributable to:      
Net operating loss $ 136,491   $ 177,101
Less: valuation allowance $ (136,491)   $ (177,101)
Provision for Federal tax benefit $ -   $ -

 

The cumulative tax effect at the expected rate of 23.3% of significant items comprising our net deferred tax amount is as follows:

  For the Year Ended December 31
  2017   2016
Deferred tax assets attributable to:      
Net operating loss carryover $ 837,351   $ 700,860
Less: valuation allowance $ (837,351)   $ (700,860)
Net deferred tax assets $ -   $ -

 

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for three years following the filing of such returns. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOL's and tax credit carry forwards may be utilized in future periods, they remain subject to examination.
Subsequent Events
 12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

 

In January of 2018, the Company issued 60,000 shares of common stock as settlement of an account payable..

 

In February of 2018, the Company issued 500,000 shares of common stock in exchange for $50,000 pursuant to a private placement. 

 

In December of 2017, the Company agreed to issue 150,000 shares of common stock in full satisfaction of all principal and interest due pursuant to a note. As of the date of this filing, the shares had not yet been issued.

 

Other than the foregoing, the Company is not aware of any subsequent events through the date of this filing that require disclosure or recognition in these financial statements.
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Organization and Nature of Business

Organization and Nature of Business

 

ACRT (“ACRT”, ‘We”or the “Company”) is a development-stage technology company focused on fraud prevention and credit management.

 

The Company offers a proprietary software platform branded as CyberloQ™ . While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.

 

CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and the Company is currently beta-testing the technology in the banking ecosystem.

 

In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name Turnscor® which allows customers to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for Turnscor on their own, the Company also intends to market Turnscor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added benefit to offer their customers.

 

Moreover, on March 30, 2017 the Company entered into an Agreement with Swiss Venture Trust, a subsidiary of XCELL Security House, S.A. of Lausanne, Switzerland whose President, Lynnwood Farr, is a member of the Company’s Board of Directors. The equity exchange and revenue sharing agreements entered into between the two companies are currently in the process of being renegotiated, and the renegotiated terms of such contracts will be disclosed when finalized.

 

On June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through CyberloQ Technologies LTD. However, to date CyberloQ Technologies LTD has not generated any revenue for the Company.
Basis of Presentation

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) and the rules of the Securities and Exchange Commission.

 

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated.
Reclassification

Reclassification

 

Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported.
Use of Estimates

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2017 and December 31, 2016, the Company had $0 in deposits in excess of federally-insured limits.
Research and Development, Software Development Costs and Internal Use Software Development Costs

Research and Development, Software Development Costs, and Internal Use Software Development Costs

 

Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate.

 

Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

 

In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the twelve months ending December 31, 2017 and 2016, we expensed $76,673 and $147,225 in expenditures on research and development, respectively.  Of the $76,673 paid in 2017, $54,000 was paid to Cartentech LLC, an entity owned & controlled by the Company’s Chief Technology Officer.
Fixed Assets

Fixed Assets

 

The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to five years.
Intangible and Long-Lived Assets

Intangible and Long-Lived Assets

 

The Company follows FASB ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. For the twelve months ending December 31, 2017 and 2016 the Company had not experienced impairment losses on its long-lived assets.
Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed and determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports.
Fair Value Measurements

Fair Value Measurements

 

For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

 

The Company has adopted FASB ASC 820-10, "Fair Value Measurements and Disclosures." FASB ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

·         Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

·         Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·         Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815.

 

In February 2007, the FASB issued FAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," now known as ASC Topic 825-10 "Financial Instruments." ASC Topic 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FASB ASC 825-10 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company has adopted FASB ASC 825-10. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Segment Reporting

Segment Reporting

 

FASB ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment.
Income Taxes

Income Taxes

 

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.  

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions.
Earnings per share

Earnings (Loss) Per Share

 

Earnings per share is calculated in accordance with the FASB ASC 260-10, "Earnings Per Share." Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

At December 31, 2017 and as of December 31, 2016 the Company has 1,250,000 warrants issued that can be exercised and could be dilutive to the existing number of shares issued and outstanding. However, due to the Company’s periods of losses, the basic weighted average is equal to the weighted average shares outstanding.

 

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.
Stock Based Compensation

Stock Based Compensation

 

The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered.  For stock-based compensation the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant.  Stock option awards are valued using the Black-Scholes option-pricing model. 

 

The Company accounts for stock issued to non-employees where the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. For the Company, this standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company is currently assessing this ASU's impacts on the Company's consolidated results of operations and financial condition.

 

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts

with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.

 

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies certain accounting aspects for share-based payments to employees including, among other elements, the accounting for income taxes and forfeitures, as well as classifications in the statement of cash flows. With respect to income taxes, under current guidance, when a share-based payment award such as a stock option or restricted stock unit (RSU) is granted to an employee, the fair value of the award is generally recognized over the vesting period. However, the related deduction from taxes payable is based on the award’s intrinsic value at the time of exercise (for an option) or on the fair value upon vesting of the award (for RSUs), which can be either greater (creating an excess tax benefit) or less (creating a tax deficiency) than the compensation cost recognized in the financial statements. Excess tax benefits are recognized in additional paid-in capital (APIC) within equity, and tax deficiencies are similarly recognized in APIC to the extent there is a sufficient APIC amount (APIC pool) related to previously recognized excess tax benefits. Under the new guidance, all excess tax benefits/deficiencies would be recognized as income tax benefit/expense in the statement of income. The new ASU’s income tax aspects also impact the calculation of diluted earnings per share by excluding excess tax benefits/deficiencies from the calculation of assumed proceeds available to repurchase shares under the treasury stock method. Relative to forfeitures, the new standard allows an entity-wide accounting policy election either to continue to estimate the number of awards that will be forfeited or to account for forfeitures as they occur. The new guidance also impacts classifications within the statement of cash flows by no longer requiring inclusion of excess tax benefits as both a hypothetical cash outflow within cash flows from operating activities and hypothetical cash inflow within cash flows from financing activities. Instead, excess tax benefits would be classified in operating activities in the same manner as other cash flows related to income taxes. Additionally, the new ASU requires cash payments to tax authorities when an employer uses a net-settlement feature to withhold shares to meet statutory tax withholding provisions to be presented as financing activity (eliminating previous diversity in practice). For the Company, this standard is required effective January 1, 2017.

 

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using a retrospective transition method. The Company is currently assessing this ASU’s impact on its results of operations and financial condition.

 

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Related Party loans payable

 

  For the Year Ended December 31
  2017   2016
Loans payable - stockholders $ 50,000   $ 191,400
Loans from related parties $ 145,000   $ 0
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Provision for income taxes
  For the Year Ended December 31
  2017   2016
Federal income tax benefit attributable to:      
Net operating loss $ 136,491   $ 177,101
Less: valuation allowance $ (136,491)   $ (177,101)
Provision for Federal tax benefit $ -   $ -
Deferred Tax Assets
  For the Year Ended December 31
  2017   2016
Deferred tax assets attributable to:      
Net operating loss carryover $ 837,351   $ 700,860
Less: valuation allowance $ (837,351)   $ (700,860)
Net deferred tax assets $ -   $ -
Summary of Significant Accounting Policies (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]    
Deposits in Excess of federally-insured limits $ 0 $ 0
Research and development 76,673 $ 147,225
Research and development paid to Chief Technology Officer $ 54,000  
Warrants, Issued and E xercisable 1,250,000  
Summary of Significant Accounting Policies (Details 2)
 12 Months Ended
Dec. 31, 2017
Minimum  
Property, Plant and Equipment [Line Items]  
Useful Life of Fixed Assets 3 years
Maximum  
Property, Plant and Equipment [Line Items]  
Useful Life of Fixed Assets 5 years
Going Concern (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ (2,621,252) $ (2,061,352)
Net loss $ (559,900) $ (520,886)
Stockholders Deficit (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Common stock - par value $ 0.001 $ 0.001
Common stock - shares authorized 100,000,000 100,000,000
Common stock - shares issued 61,982,181 44,455,181
Proceeds from issuance of stock, amount $ 700,850 $ 286,757
Shares issued for software, shares 4,000,000  
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 30,000
Preferred Stock, shares issued 30,000
Votes per preferred shares

5,000

  
Common Stock    
Proceeds from issuance of stock, shares 12,677,000 6,565,059
Stock issued for services, shares 350,000 1,210,000
Shares issued for Conversion of Debt, shares 500,000 337,375
Shares issued for software, shares 4,000,000  
Commitments (Details Narrative)
 12 Months Ended
Dec. 31, 2017
USD ($)
$ / shares
shares
Rent Expense, monthly | $ $ 50
Royalty and Warrant Agreement #1 [Member]  
Common stock purchase warrants | shares 250,000
Exercise price | $ / shares $ 0.15
Royalty and Warrant Agreement #2 [Member]  
Common stock purchase warrants | shares 250,000
Exercise price | $ / shares $ 0.20
Minimum  
Investors monthly residuals 2.00%
Maximum  
Investors monthly residuals 5.00%
Related Party Transactions - Related Party loans payable (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Related Party Transactions [Abstract]    
Loans payable- stockholders $ 50,000 $ 191,400
Loans from related parties $ 145,000
Related Parties (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]    
Acquisition value $ 720,000  
Payment for acquisition 50,000  
Note payable issued for acquisition $ 150,000  
Warrants, Issued and E xercisable 1,250,000  
Warrants $ 51,192  
Shares issued for Conversion of Debt, amount 150,000 $ 26,990
Gain of Settlement of Debt $ 151,324
Warrant #1 [Member]    
Debt Instrument [Line Items]    
Shares available 625,000  
Date of expiration Jun. 19, 2018  
Price per share $ .20  
Warrant #2 [Member]    
Debt Instrument [Line Items]    
Shares available 625,000  
Date of expiration Jun. 19, 2019  
Price per share $ .20  
Note Payable to Related Parties [Member]    
Debt Instrument [Line Items]    
Date of note Dec. 29, 2014  
Promissory Note $ 35,000  
Interest 9,500  
Note issued for settlement of debt $ 50,000  
Stock options 250,000  
Share price $ 0.25  
Notes payable, Face value $ 150,000  
Note Payable, date of conversion $ 160,900  
Shares issued for Conversion of Debt, shares 500,000  
Shares issued for Conversion of Debt, amount $ 150,000  
Gain of Settlement of Debt $ 10,900  
Convertible Notes - Stockholders (Details)
 12 Months Ended
Dec. 31, 2017
USD ($)
$ / shares
shares
Convertible Note - September 14, 2015 [Member]  
Debt Instrument [Line Items]  
Issue date Sep. 14, 2015
Issue amount $ 10,000
Maturity date Mar. 12, 2016
Convertible shares | shares 125,000
Convertible share price | $ / shares $ 0.08
Beneficial Conversion Feature $ 1,250
Convertible Note - September 18, 2015 [Member]  
Debt Instrument [Line Items]  
Issue date Sep. 18, 2015
Issue amount $ 8,990
Maturity date Mar. 16, 2016
Convertible shares | shares 112,375
Convertible share price | $ / shares $ 0.08
Beneficial Conversion Feature $ 2,248
Convertible Note - October 14, 2015 [Member]  
Debt Instrument [Line Items]  
Issue date Dec. 14, 2015
Issue amount $ 8,000
Maturity date Apr. 11, 2016
Convertible shares | shares 80,000
Convertible share price | $ / shares $ 0.1
Convertible Note - June 26, 2012 [Member]  
Debt Instrument [Line Items]  
Issue date Jun. 26, 2012
Issue amount $ 12,000
Maturity date Dec. 29, 2017
Convertible shares | shares 150,000
Income Tax Provision (Details) - USD ($)
 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Income Tax Disclosure [Abstract]    
Federal income tax benefit attributable to: Current Operations $ 136,491 $ 177,101
Less: valuation Allowance (136,491) (177,101)
Provision for income taxes
Income Taxes - Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Deferred income tax asset:    
Net operating loss carryover $ 837,351 $ 700,860
Less: Valuation allowance (837,351) (700,860)
Net deferred tax asset
Income Tax (Details)
 12 Months Ended
Dec. 31, 2017
USD ($)
Income Tax Details  
Federal and State Net Operating Loss Carry Forwards $ 2,621,252
Cumulative tax effect 23.30%
Subsequent Events (Details) - USD ($)
 1 Months Ended 2 Months Ended 12 Months Ended
Jan. 31, 2018
Feb. 28, 2018
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Shares for accounts payable       150,000  
Shares issued for private placement, amount       $ 700,850 $ 286,757
Shares for debt       500,000  
Subsequent Event [Member]          
Shares for accounts payable 60,000        
Shares issued for private placement, shares   500,000      
Shares issued for private placement, amount   $ 50,000      
Shares for debt     150,000