Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | VRME | |
Entity Registrant Name | VerifyMe, Inc. | |
Entity Central Index Key | 1,104,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,031,259 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 538,317 | $ 22,644 |
Prepaid expenses | 9,125 | 9,425 |
Inventory | 31,997 | 17,093 |
TOTAL CURRENT ASSETS | 579,439 | 49,162 |
PROPERTY AND EQUIPMENT | ||
Capital equipment, net of accumulated depreciation of $203,223 as of June 30, 2017 and December 31, 2016 | ||
OTHER ASSETS | ||
Patents and Trademark, net of accumulated amortization of $200,567 and $194,236 as of June 30, 2017 and December 31, 2016 | 225,621 | 231,952 |
TOTAL ASSETS | 805,060 | 281,114 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 961,183 | 867,436 |
Note payable, net of discount of $0 and $60,931 as of June 30, 2017 and December 31, 2016 | 50,000 | 68,069 |
Embedded derivative liability | 228,718 | |
Warrant liability | 60,887 | 394,744 |
TOTAL CURRENT LIABILITIES | 1,072,070 | 1,558,967 |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .001 par value; 675,000,000 shares authorized; 37,981,799 and 8,681,236 shares issued, 37,631,259 and 8,330,696 shares outstanding as of June 30, 2017 and December 31, 2016 | 37,631 | 8,331 |
Additional paid in capital | 42,266,044 | 40,469,272 |
Treasury stock, at cost (350,540 shares at June 30, 2017 and December 31, 2016 ) | (113,389) | (113,389) |
Accumulated deficit | (42,457,641) | (41,644,545) |
STOCKHOLDERS' DEFICIT | (267,010) | (1,277,853) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 805,060 | 281,114 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | 345 | 398 |
STOCKHOLDERS' DEFICIT | 345 | 398 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Series C Convertible Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Embedded derivative liability | 107,625 | |
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | 1,913 | |
Common stock, $ .001 par value; 675,000,000 shares authorized; 37,981,799 and 8,681,236 shares issued, 37,631,259 and 8,330,696 shares outstanding as of June 30, 2017 and December 31, 2016 | 432,250 | |
STOCKHOLDERS' DEFICIT | 1,913 | |
Series D Convertible Preferred Stock [Member] | ||
CURRENT LIABILITIES | ||
Embedded derivative liability | 11,673 | |
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock | 167 | |
Common stock, $ .001 par value; 675,000,000 shares authorized; 37,981,799 and 8,681,236 shares issued, 37,631,259 and 8,330,696 shares outstanding as of June 30, 2017 and December 31, 2016 | 93,380 | |
STOCKHOLDERS' DEFICIT | $ 167 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated depreciation on capital equipment | $ 203,223 | $ 203,223 |
Accumulated amortization, patent and trademarks | 200,567 | 194,236 |
Net of discount on note payable | $ 0 | $ 60,931 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 675,000,000 | 675,000,000 |
Common stock, shares issued | 37,981,799 | 8,681,236 |
Common stock, shares outstanding | 37,631,259 | 8,330,696 |
Treasury stock, shares | 350,540 | 350,540 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, shares authorized | 37,564,767 | 37,564,767 |
Preferred stock, shares issued | 344,778 | 397,778 |
Preferred stock, shares outstanding | 344,778 | 397,778 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 85 | 85 |
Preferred stock, shares issued | 0.92 | 0.92 |
Preferred stock, shares outstanding | 0.92 | 0.92 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 7,500,000 | 7,500,000 |
Preferred stock, shares issued | 0 | 1,912,500 |
Preferred stock, shares outstanding | 0 | 1,912,500 |
Common stock, shares issued | 12,014,286 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 166,750 |
Preferred stock, shares outstanding | 0 | 166,750 |
Common stock, shares issued | 1,810,429 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
NET REVENUES | |||||
Sales | $ 11,705 | $ 11,705 | |||
Royalties | |||||
TOTAL NET REVENUE | 11,705 | 11,705 | |||
COST OF SALES | 5,910 | 5,910 | |||
GROSS PROFIT | 5,795 | 5,795 | |||
OPERATING EXPENSES | |||||
General and administrative | [1] | 482,384 | 87,325 | 628,831 | 205,083 |
Legal and accounting | 82,162 | 117,582 | 91,206 | 232,927 | |
Payroll expenses | 20,252 | 683,737 | 43,062 | 1,311,660 | |
Research and development | 8,641 | 167,846 | 17,310 | 257,181 | |
Sales and marketing | 146,443 | 1,535 | 211,774 | ||
Total operating expenses | 593,439 | 1,202,933 | 781,944 | 2,218,625 | |
LOSS BEFORE OTHER INCOME (EXPENSE) | (593,439) | (1,197,138) | (781,944) | (2,212,830) | |
OTHER INCOME (EXPENSE) | |||||
Interest expense | (145,772) | (1,000) | (212,316) | (2,000) | |
Change in fair value of warrants | 130,000 | 1,589,524 | 101,744 | 3,320,457 | |
Change in fair value of embedded derivative liability | 100,702 | 1,202,000 | 79,420 | 739,000 | |
Fair value of warrants in excess of consideration for convertible preferred stock | (1,767,575) | ||||
TOTAL OTHER INCOME (EXPENSE) | 84,930 | 2,790,524 | (31,152) | 2,289,882 | |
NET INCOME (LOSS) | (508,509) | 1,593,386 | (813,096) | 77,052 | |
Less: Deemed preferred dividend distributions | (144,219) | (144,219) | (1,235,000) | ||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (652,728) | $ 1,593,386 | $ (957,315) | $ (1,157,948) | |
INCOME (LOSS) PER SHARE | |||||
BASIC | $ (0.05) | $ 0.24 | $ (0.09) | $ (0.20) | |
DILUTED | $ (0.05) | $ 0.06 | $ (0.09) | $ (0.20) | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |||||
BASIC | 12,598,466 | 6,572,673 | 10,220,611 | 5,913,418 | |
DILUTED | 12,598,466 | 26,106,185 | 10,220,611 | 5,913,418 | |
[1] | Includes share based compensation of $284,373 and $335,970 for the three and six months ended June 30, 2017 and $0 and $36,343 for the three and six months ended June 30, 2016. |
Condensed Statements of Operat5
Condensed Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Share based compensation | $ 284,373 | $ 0 | $ 335,970 | $ 36,343 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Deficit - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member]Series A Convertible Preferred Stock [Member] | Common Stock [Member]Series C Convertible Preferred Stock [Member] | Common Stock [Member]Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Series C Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 8,331 | $ 40,469,272 | $ (113,389) | $ (41,644,545) | $ 398 | $ 1,913 | $ 167 | $ (1,277,853) | ||||||
Balance (in shares) at Dec. 31, 2016 | 8,330,696 | 397,778 | 0.92 | 1,912,500 | 166,750 | |||||||||
Conversion of Convertible Preferred Stock | $ 1,060 | $ 12,014 | $ 1,810 | $ (10,101) | $ (1,643) | $ (1,007) | $ (53) | $ (1,913) | $ (167) | |||||
Conversion of Convertible Preferred Stock (in shares) | 1,060,000 | 12,014,286 | 1,810,429 | (53,000) | (1,912,500) | (166,750) | ||||||||
Effect of Convertible Preferred Stock conversion on embedded derivative liability | $ 137,625 | $ 11,673 | 137,625 | |||||||||||
Effect of Convertible Preferred Stock conversion on warrant liability | 189,008 | 189,008 | ||||||||||||
Deemed dividend upon issuance of warrants with conversion of Series D Convertible Preferred Stock | 43,105 | 43,105 | ||||||||||||
Sale of common stock | $ 7,597 | 523,653 | 531,250 | |||||||||||
Sale of common stock, shares | 7,596,875 | 6,175,000 | 1,334,000 | |||||||||||
Stock issuance costs | (15,128) | (15,128) | ||||||||||||
Conversion of accounts payable into common stock | $ 1,155 | 79,595 | 80,750 | |||||||||||
Conversion of accounts payable into common stock, shares | 1,154,725 | |||||||||||||
Converson of notes payable and accrued interest into common stock | $ 5,664 | 390,437 | 396,101 | |||||||||||
Converson of notes payable and accrued interest into common stock, shares | 5,664,246 | |||||||||||||
Warrants issued in conjunction with notes payable | 113,585 | 113,585 | ||||||||||||
Fair value of stock options and warrants | 335,970 | 335,970 | ||||||||||||
Net income | (813,096) | (813,096) | ||||||||||||
Balance at Jun. 30, 2017 | $ 37,631 | $ 42,266,044 | $ (113,389) | $ (42,457,641) | $ 345 | $ (267,010) | ||||||||
Balance (in shares) at Jun. 30, 2017 | 37,631,257 | 344,778 | 0.92 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (813,096) | $ 77,052 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of options and warrants issued in exchange for services | 335,970 | 812,935 |
Common stock issued for services | 20,775 | |
Accretion of discount on notes payable | 204,516 | |
Change in fair value of warrant liability | (101,744) | (1,552,882) |
Change in fair value of embedded derivative liability | (79,420) | (739,000) |
Amortization and depreciation | 6,331 | 15,248 |
Amortization of deferred compensation | 309,421 | |
(Increase) decrease in assets | ||
Accounts receivable | (11,705) | |
Inventory | 300 | (13,714) |
Prepaid expenses | (14,904) | |
Decrease in liabilities | ||
Accounts payable and accrued expenses | 180,598 | 76,728 |
Net cash used in operating activities | (281,449) | (1,005,142) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Employee advances | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of notes payable | 281,000 | |
Proceeds from sale of Convertible Preferred Stock | 531,250 | 1,235,000 |
Stock issuance costs | (15,128) | (17,500) |
Net cash provided by financing activities | 797,122 | 1,217,500 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 515,673 | 212,358 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 22,644 | 4,152 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 538,317 | 216,510 |
Cash paid during the year for: Interest | ||
Cash paid during the year for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Convertible Preferred Stock converted to common stock | 43,750 | |
Security deposit offset against accounts payable | 37,197 | |
Accretion of discount on preferred stock as deemed distribution | 1,235,000 | |
Deemed dividend distribution on issuance of common stock for conversion of Series C and Series D | 525,630 | |
Revaluation of restricted stock units between additional paid in capital and deferred compensation | 90,375 | |
Forfeited restricted common stock | 637,500 | |
Warrants issued as discount to notes payable | 113,585 | |
Conversion of accounts payable and accrued expenses to common stock | 80,750 | |
Conversion of notes payable and accrued interest to common stock | 396,101 | |
Series A Convertible Preferred Stock [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock issuance costs | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Convertible Preferred Stock converted to common stock | 1,060 | 589 |
Series B Convertible Preferred Stock [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock issuance costs | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Convertible Preferred Stock converted to common stock | 292 | |
Series C Convertible Preferred Stock [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of embedded derivative liability | 184,990 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock issuance costs | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Convertible Preferred Stock converted to common stock | 12,014 | 1,050 |
Revaluation of embedded derivative liability upon conversion of Convertible Preferred Stock | 137,625 | 313,000 |
Revaluation of warrant liability upon conversion Convertible Preferred Stock | 189,008 | |
Series D Convertible Preferred Stock [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of embedded derivative liability | 20,010 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock issuance costs | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Convertible Preferred Stock converted to common stock | 1,810 | |
Revaluation of embedded derivative liability upon conversion of Convertible Preferred Stock | 11,673 | |
Revaluation of warrant liability upon conversion Convertible Preferred Stock | $ 43,105 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Downingtown, Pennsylvania and its common stock, par value $0.001 per share (the “Common Stock”), is traded on the over-the-counter market and quoted on the OTCQB under the ticker symbol “VRME.” The Company is a technology pioneer in the anti-counterfeiting industry. This broad market encompasses counterfeiting of physical and material goods and products, as well as counterfeiting of identity in digital transactions. The Company delivers security solutions for identification and authentication of people, products and packaging in a variety of applications in the security field for both digital and physical transactions. The products can be used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. In addition, the Company has begun developing comprehensive authentication security software to secure physical and logical access to facilities, computer networks, internet sites and mobile applications. When the Company has sufficient working capital, management intends to devote resources resolving certain functionality issues which presently affect this technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding to operationalize the Company’s current technology. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Basic net income per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted net income per common share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e., the exercise prices of the outstanding stock options were greater than the market price of the Common Stock. Anti-dilutive Common Stock equivalents, which were excluded from the calculation of number of dilutive Common Stock equivalents, amounted to 6,856,805 shares for the three and six months ended June 30, 2016. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment award transactions, including: (1) income tax consequences; (2) classification of awards as either equity or liabilities, and (3) classification on the statement of cash flows. For public companies, the amendments in the ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This pronouncement had no impact on the financial statements since any excess tax benefits were fully offset by the valuation allowance and not recognized for financial statement purposes. Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2017, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements through 2017. |
MANAGEMENT PLANS
MANAGEMENT PLANS | 6 Months Ended |
Jun. 30, 2017 | |
MANAGEMENT PLANS [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company does not believe that its existing cash resources will be sufficient to sustain operations during the next twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing stockholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company may be unable to execute upon the business plan or pay costs and expenses as they are incurred, which could have a material adverse effect on the business, financial condition and results of operations. If sufficient revenues are not generated to sustain operations or additional funding cannot be obtained in the short term, the Company will need to reduce monthly expenditures to a level that will enable the Company to continue until such funds can be obtained. Successful completion of the Company’s development program, and the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investment or achieve an adequate sales level. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 3 – INCOME TAXES Income tax expense was $0 for the three and six months ended June 30, 2017 and 2016. As of January 1, 2017, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2017 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and six months ended June 30, 2017, and there was no accrual for uncertain tax positions as of June 30, 2017. Tax years from 2013 through 2016 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three and six months ended June 30, 2017 and 2016, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. The Company had income for the three and six months ended June 30, 2016; however, due to tax adjustments, the Company had a loss for income tax purposes. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Notes payable consist of the following as of June 30, 2017 and December 31, 2016: June 30, December 31, 2017 2016 Series A notes payable; interest at 8% per annum; principal and accrued interest due at maturity in October 2011 (past due) 50,000 50,000 Notes payable; interest rate at 5% per annum; principal and accrued interest due at maturity on June 30, 2017 - 79,000 Less: Unamortized discount - (60,931 ) 50,000 68,069 Less: Current portion 50,000 68,069 $ - $ - On January 24, 2017 and January 31, 2017, the Company issued notes payable in the amount of $20,000, in addition to warrants to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.40 per share and a term of five years. The notes bear interest at the rate of 5% per annum and are due on June 30, 2017. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The warrants were valued at $15,895 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 197.5% to 197.7%, risk free interest rate of 1.94% to 1.90% and expected option life of 5 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On February 13, 2017, the Company issued a note payable in the amount of $100,000 in addition to a warrant to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $0.40 per share and a term of five years. The notes bear no interest and are due on June 30, 2017. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The warrants were valued at $76,390 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 197.4%, risk free interest rate of 1.88% and expected option life of 5 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On March 28, 2017, the Company issued a note payable in the amount of $25,000 in addition to a warrant to purchase 1,250,000 shares of the Company’s common stock at an exercise price of $0.40 per share and a term of five years. The notes bear no interest and are due on June 30, 2017. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The warrants were valued at $21,300 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 202.1%, risk free interest rate of 1.97% and expected option life of 5 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition and were accreted over the term of the note payable for financial statement purposes. On April 13, 2017, the Company issued notes payable in the principal amount of $10,000 in exchange for a loan bearing no interest maturing June 30, 2017. On April 26, 2017, the Company issued a secured promissory note (the “Note”) in the principal amount of $30,000 in exchange for a loan bearing no interest maturing October 31, 2017. The Note is secured by a first lien on all assets of the Company in accordance with a security agreement entered into in connection with the Note. In the event the Company completes a financing of at least $750,000 prior to maturity of the Note, the principal of the Note will automatically convert into a number of shares of common stock of the Company equivalent to an investment of $60,000 under the terms of such financing. In the event of such a conversion or a voluntary prepayment by the Company, the Company will also pay six months of interest payments on the $30,000 principal of the Note. In May 2017, the Company issued notes payable in the principal amount of $60,000 in exchange for a loan bearing no interest maturing June 30, 2017. In June 2017, the Company issued notes payable in the principal amount of $36,000 in exchange for a loan bearing no annual interest maturing June 30, 2017. On June 30, 2017, all of these notes payable amounting to $360,000 and converting at $390,000 plus accrued interest of $6,101, except for the $50,000 note payable from 2009, were converted into 5,664,246 shares of the Company’s common stock and warrants to purchase 5,664,246 shares of the Company’s common stock at an exercise price of $0.15, with a term of five years (See Note 8). As of June 30, 2017 and December 31, 2016, accrued interest on notes payable was $31,667 and $29,968. Interest expense including accretion of debt discount for the three and six months ended June 30, 2017 was $143,971 and $204,516. Interest expense including accretion of debt discount for the three and six months ended June 30, 2016 was $1,000 and $2,000. |
EMBEDDED DERIVATIVE LIABILITY
EMBEDDED DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
EMBEDDED DERIVATIVE LIABILITY | NOTE 5 – EMBEDDED DERIVATIVE LIABILITY The conversion feature of the 0% Series C Convertible Preferred Stock (“Series C”) is an embedded derivative, which due to anti-dilution adjustments is classified as a liability in accordance with FASB ASC Topic 815, “Derivatives and Hedging” and ASU 2014-16, and was valued in accordance with FASB ASC 470, “Debt”, as a beneficial conversion feature at a combined fair market value of $1,235,000 as of February 2016. This was classified as an embedded derivative liability and a discount to Series C. Because the Series C can be converted at any time, the full amount was accreted and classified as a reduction to the discount on Series C and a deemed dividend. The conversion feature of the 0% Series D Convertible Preferred Stock (“Series D”) is an embedded derivative, which due to anti-dilution adjustments is classified as a liability in accordance with FASB ASC Topic 815, “Derivatives and Hedging” and ASU 2014-16, and was valued in accordance with FASB ASC 470, “Debt”, as a beneficial conversion feature at a combined fair market value of $181,942 as of October 24, 2016. This was classified as an embedded derivative liability and a discount to Series D. Because the Series D can be converted at any time, the full amount was accreted and classified as a reduction to the discount on Series D and a deemed dividend. In addition, the embedded derivative liability must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. On April 14, 2017, 375,000 shares of the Series C were converted into 375,000 shares of the Company’s common stock and the associated embedded derivative liability was valued at $45,000 at March 31, 2017 and $30,000 at April 14, 2017. Therefore, $15,000 was adjusted through earnings and $30,000 was adjusted through additional paid in capital. On June 30, 2017, the Company cancelled the outstanding warrants to purchase 3,087,500 of the Company’s common stock related to the Series C and issued 6,175,000 shares of the Company’s common stock which is equivalent to two times the previously outstanding warrants for the Series C. In addition, on June 30, 2017, the remaining 1,537,500 shares of Series C were converted into 5,464,286 shares of the Company’s common stock (See Notes 7 and 8). The embedded derivative liability was valued as of June 30, 2017 at $107,625 and the difference between the remaining value of $184,990 and $107,625, or $77,365 was adjusted through earnings as of June 30, 2017. The balance of $107,625 was adjusted through additional paid in capital. The net effect on the net loss attributable to common stockholders was an increase of $137,625. On June 30, 2017, the Company cancelled the outstanding warrants to purchase 667,000 shares of the Company’s common stock related to the Series D and issued 1,334,000 shares of the Company’s common stock, which is equivalent to two times the previously outstanding warrants for the Series D. In addition, on June 30, 2017, the 166,750 shares of Series D and the warrants were converted into 467,429 shares of the Company’s common stock (See Notes 7 and 8). The embedded derivative liability was valued as of June 30, 2017 at $11,673 and the difference between the remaining value of $20,010 and $11,673, or $8,337, was adjusted through earnings as of June 30, 2017. The balance of $11,673 was adjusted through additional paid in capital. The net effect on the net loss attributable to common stockholders was an increase of $11,673. As of June 30, 2017 and December 31, 2016, the fair value of the embedded derivative liability was $0 and $228,718. For the three and six months ended June 30, 2017, the Company realized income of $100,702 and $79,420 relative to the embedded derivative liability. For the three and six months ended June 30, 2016, the Company realized income of $1,202,000 and $739,000 relative to the embedded derivative liability. |
WARRANT LIABILITY
WARRANT LIABILITY | 6 Months Ended |
Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 6 – WARRANT LIABILITY On December 31, 2012, the Company entered into an Investment Agreement, a Technology and Service Agreement, a Patent and Technology License Agreement and an Asset Purchase Agreement (collectively, the “VFM Agreements”) with VerifyMe, Inc. – Texas (“VFM”) on the same date entered into a Technology and Service Agreement with Zaah Technologies, Inc. (collectively with the VFM Agreements, the “Agreements”). The Agreements contemplate warrant issuances by the Company for the purchase of common stock. Warrants exercisable for 627,451 shares of common stock associated with these Agreements are subject to anti-dilution adjustments outlined in the Agreements. In accordance with FASB ASC 815, the warrants were classified as a liability in the total amount of $2.4 million at December 31, 2012. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of June 30, 2017 and December 31, 2016, the fair value of the warrant liability was $34,017 and $22,063. The 392,157 warrants associated with the Company’s Series A Convertible Preferred Stock were also classified as a liability since they were subject to anti-dilutive adjustments outlined in the warrant agreement and valued at a fair market value of $2,995,791 at January 31, 2013. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of June 30, 2017 and December 31, 2016 the fair value of the warrants was $21,937 and $18,107. On January 1, 2014, the Company issued warrants to purchase 74,697 shares of Common Stock as consideration for technology received from VFM under the VFM Patent and Technology License Agreement dated December 31, 2012. The warrants were exercisable at $0.10 per share. The warrants are subject to anti-dilution adjustments outlined in the VFM Patent and Technology Agreement. In accordance with FASB ASC 815, the warrants were classified as a liability with an initial fair value of $444,000, which was immediately expensed as research and development costs. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of June 30, 2017 and December 31, 2016, the fair value of the warrant liability was $4,707 and $4,885. Warrants to purchase 3,529 shares of Common Stock associated with the notes payable incurred on August 5, 2014, were revalued and at June 30, 2017 and December 31, 2016, the fair value of those warrants was $226 and $262. In conjunction with the issuance of Series C, the Company issued warrants to purchase 3,087,500 shares of the Company’s Common Stock. The warrants are subject to anti-dilution adjustments outlined in the warrant agreement. In accordance with FASB ASC 815 and ASU 2014-16, the warrants were classified as a liability with an initial fair value of $1,767,576, which was immediately expensed. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of June 30, 2017 and December 31, 2016, the fair value of the warrant liability was $189,383 and $285,290. On June 30, 2017, the Company cancelled the outstanding warrants to purchase 3,087,500 of the Company’s common stock related to the Series C and issued 6,175,000 shares of the Company’s common stock which is equivalent to two times the previously outstanding warrants for the Series C. The common stock was valued at $432,250 based on the closing price of the Company’s common stock of $0.07 on June 30, 2017 and was recorded as a deemed dividend distribution. The net effect in additional paid in capital relating to this transactions was $0, as both sides of the entry affected additional paid in capital. In addition, the warrant liability write off of $189,008 was recorded as a negative deemed dividend distribution. The net effect of the deemed dividend distribution on the net loss attributable to common stockholders was a decrease of $243,242. In conjunction with the issuance of Series D, the Company issued warrants to purchase 667,000 shares of the Company’s Common Stock. The warrants are subject to anti-dilution adjustments outlined in the warrant agreement. In accordance with FASB ASC 815 and ASU 2014-16, the warrants were classified as a liability with an initial fair value of $181,942, which was immediately expensed. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of June 30, 2017 and December 31, 2016, the fair value of the warrant liability was $43,105 and $64,137. On June 30, 2017, the Company cancelled the outstanding warrants to purchase 667,000 shares of the Company’s common stock related to the Series D and issued 1,334,000 shares of the Company’s common stock, which is equivalent to two times the previously outstanding warrants for the Series C. The common stock was valued at $93,380 based on the closing price of the Company’s common stock of $0.07 on June 30, 2017 and was recorded as a deemed dividend distribution. The net effect in additional paid in capital relating to this transactions was $0, as both sides of the entry affected additional paid in capital. In addition, the warrant liability write off of $43,105 was recorded as a negative deemed dividend distribution. The net effect of the deemed dividend distribution on the net loss attributable to common stockholders was a decrease of $50,275. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2017 | |
CONVERTIBLE PREFERRED STOCK [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 7 – CONVERTIBLE PREFERRED STOCK Subscription Agreement The Company entered into a Subscription Agreement with VerifyMe, Inc., a Texas corporation (“VFM”) on January 31, 2013 (the “Subscription Agreement”). Under the terms of the Subscription Agreement, VFM subscribed to purchase 392,157 shares of Series A Convertible Preferred Stock post 85-for-1 reverse stock split and a warrant to purchase 392,157 shares of Common Stock post 85-for-1 reverse stock split at an exercise price of $10.20 per share, for $1 million. Series A Convertible Preferred Stock On January 6, 2017, 13,000 shares of Series A Convertible Preferred Stock were converted into 260,000 shares of the Company’s Common Stock. On March 29, 2017, 20,000 shares of Series A Convertible Preferred Stock were converted into 400,000 shares of the Company’s Common Stock. On May 9, 2017, 20,000 shares of Series A Convertible Preferred Stock were converted into 400,000 shares of the Company’s Common Stock. Series B Convertible Preferred Stock There were no conversions of Series B Convertible Preferred Stock during the six months ended June 30, 2017. Series C Convertible Preferred Stock On February 9, 2016, the Company issued 2,587,500 shares of Series C, par value $0.001 per share, at a purchase price of $0.40 per share with gross proceeds to the Company of $1,035,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 2,587,500 shares of the Company’s common stock at an exercise price of $0.40 per share. Further, as a part of the same offering, on February 29, 2016, the Company issued 500,000 shares of Series C, at a purchase price of $0.40 per share with gross proceeds to the Company of $200,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 500,000 shares of the Company’s common stock at an exercise price of $0.40 per share. Each share of Series C is convertible into one share of common stock. The Series C provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to future corporate events or otherwise, including, for a prescribed period of time, upon the issuance of securities at a price that is less than the exercise price of the Series C. In addition, the Company incurred stock issuance costs of $17,500 related to the issuance of Series C. On April 14, 2017, 375,000 shares of the Company’s Series C were converted into 375,000 shares of the Company’s common stock. On June 30, 2017, the Company converted the remaining 1,537,500 Series C convertible preferred shares into 5,464,286 shares of the Company’s common stock. In addition, the 3,087,500 outstanding warrants were converted into the Company’s common stock equivalent to two times the outstanding warrants or 6,175,000 shares. The Company issued a total of 11,639,286 shares of the Company’s common stock relative to this transaction (See Note 6). Series D Convertible Preferred Stock On June 30, 2017, the Company converted the remaining 166,750 Series D convertible preferred shares into 476,429 shares of the Company’s common stock. In addition, the 667,000 outstanding warrants were converted into the Company’s common stock equivalent to two times the outstanding warrants or 1,334,000 shares. The Company issued a total of 1,810,429 shares of the Company’s common stock relative to this transaction (See Note 6). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY On January 6, 2017, 13,000 shares of Series A Convertible Preferred Stock were converted into 260,000 shares of the Company’s Common Stock. On March 29, 2017, 20,000 shares of Series A Convertible Preferred Stock were converted into 400,000 shares of the Company’s Common Stock. On May 9, 2017, 20,000 shares of Series A Convertible Preferred Stock were converted into 400,000 shares of the Company’s Common Stock. On April 14, 2017, 375,000 shares of the Company’s Series C were converted into 375,000 shares of the Company’s common stock. On June 30, 2017, notes payable in the amount of $360,000 and converting at $390,000, were converted into 5,664,246 shares of the Company’s common stock and warrants to purchase 5,664,246 shares of the Company’s common stock (See Note 4). On June 30, 2017, shareholders of Series C converted 1,537,500 shares of the Company’s common stock and warrants to purchase 3,087,500 shares of the Company’s common stock into 12,014,286 shares of common stock (See Notes 5, 6 and 7). On June 30, 2017, shareholders of Series D converted 166,750 shares of the Company’s common stock and warrants to purchase 667,000 shares of the Company’s common stock into 1,810,429 shares of common stock (See Notes 5, 6 and 7). On June 30, 2017, the Company sold 7,596,875 shares of the Company’s common stock and warrants to purchase 7,596,875 of the Company’s common stock for $531,250. The Company recognized stock issuance costs of $15,128, which were recorded as a reduction to additional paid in capital. On June 30, 2017, the Company converted $43,750 of Director’s fees payable into 625,625 shares of the Company’s common stock and warrants to purchase 625,625 shares of the Company’s common stock. On June 30, 2017, the Company converted $26,250 of accounts payable to a consultant into 375,375 shares of the Company’s common stock and warrants to purchase 375,375 shares of the Company’s common stock at an exercise price of $0.15 and a term of five years. In conjunction with this transaction, the consultant forfeited 450,000 options to purchase shares of the Company’s common stock and has agreed to convert $31,500 of consulting fees into 450,450 shares of the Company’s common stock and warrants to purchase 450,450 shares of the Company’s common stock at an exercise price of $0.15 in equal increments through December 31, 2017. On June 30, 2017, the Company converted $10,750 of accounts payable to a consultant into 153,725 shares of the Company’s common stock and a warrant to purchase 153,725 shares of the Company’s common stock. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS Derivative Liabilities For purposes of determining whether certain instruments are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. Liabilities measured at fair value on a recurring basis are summarized as follows: June 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Embedded derivative liability related to beneficial conversion option $ - $ - $ - $ - $ - $ - $ 228,718 $ 228,718 Derivative liability related to fair value of warrants - - 60,886 60,886 - - 394,744 394,744 Total $ - $ - $ 60,886 $ 60,886 $ - $ - $ 623,462 $ 623,462 Total Balance at December 31, 2016 $ 623,462 Reduction in value resulting from conversion of Preferred Series C and D shares (381,411 ) Change in fair value of derivative liablities (181,164 ) Balance at June 30, 2017 $ 60,887 The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the three months ended June 30, 2017. As of June 30, 2017, some of the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings. These warrants did not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes option pricing model and the following assumptions: June 30, 2017 December 31, 2015 Annual Dividend Yield 0.0% 0.0% Expected Life (Years) 1.0 - 2.1 2.0 - 3.0 Risk-Free Interest Rate 1.2% - 1.4% 1.1% - 1.3% Expected Volatility 231.6% - 244.7% 178.5% - 179.3% Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS | NOTE 10 – STOCK OPTIONS During 2013, the Board adopted a new omnibus incentive compensation plan that was ratified by the shareholders at the 2013 annual meeting, (the “2013 Plan”) which serves as the successor incentive compensation plan to the 2003 Plan. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 20,000,000 shares of Common Stock. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options, are deemed to be Non-Statutory Stock Options. As of June 30, 2017, under the 2013 Plan grants of restricted stock and options to purchase 19,280,147 shares of Common Stock have been issued and are unvested or unexercised, and 719,853 shares of Common Stock remain available for grants under the 2013 Plan. The 2013 Plan is administered by a committee of the Board (“Compensation Committee”) which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the Common Stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock for which an employee may exercise Incentive Stock Options under all plans of the company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be Non-Statutory Stock Options, including prices, duration, transferability and limitations on exercise. The Company issued Non-Statutory Stock Options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgments. On January 31, 2017, the Company issued options to purchase 225,000 shares of Common Stock at an exercise price of $0.09 per share, with a term of five years, to a consultant, which vest over three months. The fair value of options issued was $19,727. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 197.7%, risk-free interest rate of 1.90% and expected option life of five years. The options were revalued on February 28, 2017 and March 31, 2017 and it was determined that there was an increase in the value of the options of $2,307, which will be expensed over the remaining term of the options. These options were cancelled on June 30, 2017. On February 6, 2017, the Company issued options to purchase 250,000 shares of Common Stock at an exercise price of $0.068 per share and options to purchase 250,000 shares of Common Stock at an exercise price of $0.25, with a term of five years, to a consultant, which vest immediately. The fair value of options issued was $32,508. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 198.0%, risk-free interest rate of 1.86% and expected option life of five years. The options were expensed immediately. On April 30, 2017, the Company issued options to purchase 225,000 shares of Common Stock at an exercise price of $0.064 per share, with a term of five years, to a consultant, which vest over three months. The fair value of options issued was $14,011. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 196.2%, risk-free interest rate of 1.84% and expected option life of five years. The options were revalued during the three months ended June 30, 2017 and the Company expensed $3,986 relative to these options during the three and six months ended June 30, 2017. All of the options were forfeited as part of renegotiating the agreement, whereby the Company was to pay the consultant $5,250 per month for 11 months in return for forfeiting the options. Additionally, the consultant has agreed to forgive the associated accounts payable and reinvest the proceeds he would have received in return for 825,825 shares of the Company’s common stock and warrants to purchase 825,825 shares of the Company’s common stock. As of June 30, 2017, the consultant had earned $26,250 of the total $57,750 consulting fees and converted the earned portion into 375,375 shares of the Company’s common stock and warrants to purchase 375,375 shares of the Company’s common stock. The remaining $31,500 of consulting fees will be converted into common stock and warrants when the consulting fees are earned (See Note 8). On June 12, 2017, the Company issued options to purchase 5 million shares of Common Stock at an exercise price of $0.07 per share, with a term of five years, to a consultant, 3 million which vest immediately and the remainder over two years. The fair value of options issued was $242,112. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 196.7%, risk-free interest rate of 1.71% and expected option life of five years. The unvested options were revalued as of June 30, 2017, which resulted in an increase in value of $39,521 and as the consulting agreement had no stated term, the $281,633 fair value was expensed immediately. On June 29, 2017, the Company issued options to purchase 10 million shares of Common Stock at an exercise price of $0.07 per share, with a term of five years, to the Chairman of the Board of Directors which vest immediately. The fair value of options issued was $583,340. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 197.9%, risk-free interest rate of 1.85% and expected option life of five years. The options are being expensed over the term of the consulting agreement which is three years. On June 30, 2017, the Company converted $10,750 of accounts payable to a consultant into 153,725 shares of the Company’s common stock and a warrant to purchase 153,725 shares of the Company’s common stock. For the three and six months ended June 30, 2017, the Company expensed $284,373 and $335,970 with respect to the options. For the three and six months ended June 30, 2016, the Company expensed $427,223 and $763,050 with respect to the options. The following table summarizes the activities for our stock options for the six months ended June 30, 2017: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance as of December 31, 2016 3,282,647 $ 0.52 7.9 Granted 15,950,000 0.07 Forfeited/cancelled (500,000 ) (0.13 ) Balance June 30, 2017 18,732,647 $ 0.15 5.4 $ 1 Exercisable at June 30, 2017 16,732,647 $ 0.16 5.5 $ 1 Exercisable at June 30, 2017 and expected to vest thereafter 18,732,647 $ 0.16 5.5 $ 1 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.07 for our common stock on June 30, 2017. The following table summarizes the activities for the Company’s unvested stock options for the six months ended June 30, 2017: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value (1) Balance December 31, 2016 - $ - Granted 15,950,000 0.06 Vested (13,500,000 ) (0.06 ) Cancelled/forfeited/expired (450,000 ) (0.07 ) Balance June 30, 2017 2,000,000 $ 0.07 As of June 30, 2017 there was $583,340 of unrecognized compensation cost related to outstanding stock options. This amount is expected to be recognized over a weighted-average period of 3 years. To the extent the actual forfeiture rate is different from what the Company has estimated, stock-based compensation related to these awards will be different from the Company’s expectations. The difference between the stock options exercisable at June 30, 2017 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. The following table summarizes the activities for our warrants for the six months ended June 30, 2017: Warrants Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price in years) (in 000's) (1) Balance, December 31, 2016 9,216,452 $ 1.82 3.7 $ 10 Granted 21,665,846 0.12 Cancelled (3,754,500 ) 0.40 Balance, June 30, 2017 27,197,798 $ 0.11 4.6 $ 6 Exercisable at June 30, 2017 27,127,798 $ 0.11 4.6 $ 6 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.07 for our common stock on June 30, 2017. All warrants were vested on the date of grant. For the three and six months ended June 30, 2017, the Company expensed $204,516 relative to the warrants issued as warrant discounts. For the three and six months ended June 30, 2016, the Company expensed $49,885 relative to the warrants. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 11 – OPERATING LEASES For the three and six months ended June 30, 2017, total rent expense under leases amounted to $3,000 and $6,000. For the three and six months ended June 30, 2016, total rent expense under leases amounted to $1,500 and $11,835. As of June 30, 2017, the Company was not obligated under any non-cancelable operating lease arrangements. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2017 | |
Related Parties | |
RELATED PARTIES | NOTE 12 – RELATED PARTIES As of June 30, 2017, the Company owed the CEO $2,467, and the Company owed the CFO $20,419 for services rendered. All of these amounts are included in accounts payable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In July 2017, the Company sold 2,431,000 shares of the Company’s common stock and issued a warrant to purchase 2,431,000 shares of the Company’s common stock for $170,000. In August 2017, the Company sold 715,000 shares of the Company’s common stock and issued a warrant to purchase 715,000 shares of the Company’s common stock for $50,000. Patrick White has been appointed the Chief Executive Officer of the Company effective August 15, 2017. Mr. Gardner will remain as Chairman of the Board. On August 9, 2017 the Company granted 300,000 shares of restricted common stock to each director except its chairman and new Chief Executive Officer. The shares vest in 75,000 share increments subject to continued board service on applicable vesting dates. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Downingtown, Pennsylvania and its common stock, par value $0.001 per share (the “Common Stock”), is traded on the over-the-counter market and quoted on the OTCQB under the ticker symbol “VRME.” The Company is a technology pioneer in the anti-counterfeiting industry. This broad market encompasses counterfeiting of physical and material goods and products, as well as counterfeiting of identity in digital transactions. The Company delivers security solutions for identification and authentication of people, products and packaging in a variety of applications in the security field for both digital and physical transactions. The products can be used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. In addition, the Company has begun developing comprehensive authentication security software to secure physical and logical access to facilities, computer networks, internet sites and mobile applications. When the Company has sufficient working capital, management intends to devote resources resolving certain functionality issues which presently affect this technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding to operationalize the Company’s current technology. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. |
Basic and Diluted Net Income per Share of Common Stock | Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Basic net income per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted net income per common share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e., the exercise prices of the outstanding stock options were greater than the market price of the Common Stock. Anti-dilutive Common Stock equivalents, which were excluded from the calculation of number of dilutive Common Stock equivalents, amounted to 6,856,805 shares for the three and six months ended June 30, 2016. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment award transactions, including: (1) income tax consequences; (2) classification of awards as either equity or liabilities, and (3) classification on the statement of cash flows. For public companies, the amendments in the ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This pronouncement had no impact on the financial statements since any excess tax benefits were fully offset by the valuation allowance and not recognized for financial statement purposes. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2017, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements through 2017. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | Notes payable consist of the following as of June 30, 2017 and December 31, 2016: June 30, December 31, 2017 2016 Series A notes payable; interest at 8% per annum; principal and accrued interest due at maturity in October 2011 (past due) 50,000 50,000 Notes payable; interest rate at 5% per annum; principal and accrued interest due at maturity on June 30, 2017 - 79,000 Less: Unamortized discount - (60,931 ) 50,000 68,069 Less: Current portion 50,000 68,069 $ - $ - |
FAIR VALUE OF FINANCIAL INSTR23
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | Liabilities measured at fair value on a recurring basis are summarized as follows: June 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Embedded derivative liability related to beneficial conversion option $ - $ - $ - $ - $ - $ - $ 228,718 $ 228,718 Derivative liability related to fair value of warrants - - 60,886 60,886 - - 394,744 394,744 Total $ - $ - $ 60,886 $ 60,886 $ - $ - $ 623,462 $ 623,462 |
Schedule of market based inputs used in valuation of embedded derivative liability | Total Balance at December 31, 2016 $ 623,462 Reduction in value resulting from conversion of Preferred Series C and D shares (381,411 ) Change in fair value of derivative liablities (181,164 ) Balance at June 30, 2017 $ 60,887 |
Schedule of Common Stock Purchase Warrants Valuation Assumptions | These warrants did not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes option pricing model and the following assumptions: June 30, 2017 December 31, 2015 Annual Dividend Yield 0.0% 0.0% Expected Life (Years) 1.0 - 2.1 2.0 - 3.0 Risk-Free Interest Rate 1.2% - 1.4% 1.1% - 1.3% Expected Volatility 231.6% - 244.7% 178.5% - 179.3% |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the activities for stock options | The following table summarizes the activities for our stock options for the six months ended June 30, 2017: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance as of December 31, 2016 3,282,647 $ 0.52 7.9 Granted 15,950,000 0.07 Forfeited/cancelled (500,000 ) (0.13 ) Balance June 30, 2017 18,732,647 $ 0.15 5.4 $ 1 Exercisable at June 30, 2017 16,732,647 $ 0.16 5.5 $ 1 Exercisable at June 30, 2017 and expected to vest thereafter 18,732,647 $ 0.16 5.5 $ 1 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.07 for our common stock on June 30, 2017. |
Summary of the activities for unvested stock options | The following table summarizes the activities for the Company’s unvested stock options for the six months ended June 30, 2017: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value (1) Balance December 31, 2016 - $ - Granted 15,950,000 0.06 Vested (13,500,000 ) (0.06 ) Cancelled/forfeited/expired (450,000 ) (0.07 ) Balance June 30, 2017 2,000,000 $ 0.07 |
Summary of the activities for warrants | The following table summarizes the activities for our warrants for the six months ended June 30, 2017: Warrants Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price in years) (in 000's) (1) Balance, December 31, 2016 9,216,452 $ 1.82 3.7 $ 10 Granted 21,665,846 0.12 Cancelled (3,754,500 ) 0.40 Balance, June 30, 2017 27,127,798 $ 0.11 4.6 $ 6 Exercisable at June 30, 2017 27,127,798 $ 0.11 4.6 $ 6 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.07 for our common stock on June 30, 2017. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | $ 0 | ||||
Interest or penalties related to unrecognized tax benefits | 0 | ||||
Change in unrecognized tax benefits | 0 | 0 | |||
Accrual for uncertain tax positions | $ 0 | $ 0 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | Apr. 13, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 26, 2017 | Feb. 13, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | $ 281,000 | ||||||||||
Interest expense | $ 145,772 | $ 1,000 | 212,316 | $ 2,000 | |||||||
Note payable balance | $ 50,000 | 50,000 | 50,000 | $ 68,069 | |||||||
Accrued interest | $ 31,667 | $ 31,667 | $ 31,667 | $ 29,668 | |||||||
Notes Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected warrant term | 5 years | ||||||||||
Proceeds from issuance of notes payable | $ 360,000 | ||||||||||
Debt conversion, converted amount | $ 390,000 | ||||||||||
Number of common stock called by warrants (in shares) | 5,664,246 | 5,664,246 | 5,664,246 | ||||||||
Exercise price (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||
Accrued interest | $ 6,101 | $ 6,101 | $ 6,101 | ||||||||
Notes Payable [Member] | Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | $ 10,000 | $ 36,000 | $ 60,000 | ||||||||
Promissory Note [Member] | Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | $ 30,000 | ||||||||||
Financing [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | 750,000 | ||||||||||
Investment in common stock | 60,000 | ||||||||||
Interest expense | $ 30,000 | ||||||||||
Warrant [Member] | Notes Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||
Expected volatility | 197.40% | 202.10% | |||||||||
Risk-free interest rate | 1.88% | 1.97% | |||||||||
Expected warrant term | 5 years | 5 years | 5 years | ||||||||
Proceeds from issuance of notes payable | $ 100,000 | $ 20,000 | $ 25,000 | ||||||||
Number of common stock called by warrants (in shares) | 1,250,000 | 5,000,000 | 1,000,000 | 1,250,000 | 1,250,000 | ||||||
Exercise price (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||
Fair value of warrant liability | $ 21,300 | $ 76,390 | $ 15,895 | $ 21,300 | $ 21,300 | ||||||
Interest rate, notes payable | 5.00% | 5.00% | 5.00% | ||||||||
Warrant [Member] | Notes Payable [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected volatility | 197.50% | ||||||||||
Risk-free interest rate | 1.94% | ||||||||||
Warrant [Member] | Notes Payable [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected volatility | 197.70% | ||||||||||
Risk-free interest rate | 1.90% |
NOTES PAYABLE (Schedule of Note
NOTES PAYABLE (Schedule of Notes Payable) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Less: Unamortized discount | $ (60,931) | |
Less: Current portion | 50,000 | 68,069 |
Long-term portion | ||
Adjustment [Member] | ||
Debt Instrument [Line Items] | ||
Less: Current portion | 68,069 | 68,069 |
Series A Notes Payable Due At Maturity In October 2011 (Past Due) [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 50,000 | 50,000 |
Notes Payable Due June Thirty Thousand Seventeen [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 79,000 | |
Notes Payable One Due Junel Thirty Thousand Seventeen [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable |
NOTES PAYABLE (Schedule of No29
NOTES PAYABLE (Schedule of Notes Payable) (Details) | Jun. 30, 2017 | Dec. 31, 2016 |
Series A Notes Payable Due At Maturity In October 2011 (Past Due) [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Notes Payable Due At Maturity In June 30, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.00% | 5.00% |
EMBEDDED DERIVATIVE LIABILITY (
EMBEDDED DERIVATIVE LIABILITY (Details) - USD ($) | Apr. 14, 2017 | Oct. 24, 2016 | Feb. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Beneficial conversion feature at a combined fair market value | $ 181,942 | $ 1,235,000 | |||||||
Adjustment through earnings | $ 15,000 | ||||||||
Adjustment through additional paid in captial | 30,000 | ||||||||
Deemed dividend distribution | $ 525,630 | ||||||||
Fair value of the embedded derivative liability | $ 30,000 | $ 45,000 | $ 228,718 | ||||||
Change in fair value of embedded derivative liability | $ 100,702 | $ 1,202,000 | $ 79,420 | $ 739,000 | |||||
Warrant[Member] | |||||||||
Conversion of Stock, Shares Converted | 467,429 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Dividend rate percentage | 0.00% | ||||||||
Conversion of Stock, Shares Converted | 375,000 | 5,464,286 | |||||||
Adjustment through earnings | $ 77,365 | ||||||||
Adjustment through additional paid in captial | $ 107,625 | ||||||||
Outstanding warrant cancelled | 3,087,500 | 3,087,500 | |||||||
Sale of common stock, shares | 6,175,000 | ||||||||
Remaining shares converted | 1,537,500 | 1,537,500 | |||||||
Fair value of the embedded derivative liability | $ 107,625 | $ 107,625 | |||||||
Change in fair value of embedded derivative liability | (184,990) | ||||||||
Increase in net loss attributable to common stockholders | $ 137,625 | ||||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Dividend rate percentage | 0.00% | ||||||||
Conversion of Stock, Shares Converted | 476,429 | ||||||||
Adjustment through earnings | $ 8,337 | ||||||||
Adjustment through additional paid in captial | $ 11,673 | ||||||||
Outstanding warrant cancelled | 667,000 | 667,000 | |||||||
Sale of common stock, shares | 1,334,000 | ||||||||
Remaining shares converted | 166,750 | 166,750 | |||||||
Fair value of the embedded derivative liability | $ 11,673 | $ 11,673 | |||||||
Change in fair value of embedded derivative liability | (20,010) | ||||||||
Increase in net loss attributable to common stockholders | $ 11,673 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Jan. 31, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Feb. 29, 2016 | Feb. 09, 2016 | Aug. 05, 2014 | Jan. 02, 2014 | Jan. 31, 2013 | Dec. 31, 2012 | |
Major Agreements [Line Items] | ||||||||||
Common stock value | $ 37,631 | $ 8,331 | ||||||||
Deemed dividend distribution | 525,630 | |||||||||
Verify Me [Member] | Agreements [Member] | Research and Development Expense [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Initial fair value of warrant expensed | $ 444,000 | |||||||||
Verify Me [Member] | Warrants Issued on January 1, 2014 [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Fair value of warrant liability | $ 4,707 | 4,885 | ||||||||
Number of warrants issued | 74,697 | |||||||||
Exercise price | $ 0.10 | |||||||||
Zaah Technologies [Member] | Agreements [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Warrant liability | $ 2,400,000 | |||||||||
Number of common stock shares purchased under warrants (in shares) | 627,451 | |||||||||
Fair value of warrant liability | $ 34,017 | 22,063 | ||||||||
Notes Payable [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 5,664,246 | |||||||||
Exercise price | $ 0.15 | |||||||||
Notes Payable [Member] | Debt Instrument Date Five August 2014 [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 3,529 | |||||||||
Fair value of warrant liability | $ 226 | 262 | ||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 392,157 | |||||||||
Fair value of warrant liability | $ 21,937 | 18,107 | $ 2,995,791 | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 3,087,500 | 500,000 | 2,587,500 | |||||||
Fair value of warrant liability | $ 189,008 | 285,290 | ||||||||
Initial fair value of warrant expensed | $ 1,767,576 | |||||||||
Outstanding warrant cancelled | 3,087,500 | |||||||||
Sale of common stock, shares | 6,175,000 | |||||||||
Common stock value | $ 432,250 | |||||||||
Closing price of common stock | $ 0.07 | |||||||||
Exercise price | $ 0.40 | $ 0.40 | ||||||||
Decrease in net loss attributable to common stockholders | $ 243,242 | |||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Major Agreements [Line Items] | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 667,000 | |||||||||
Fair value of warrant liability | $ 43,105 | $ 64,137 | ||||||||
Initial fair value of warrant expensed | $ 181,942 | |||||||||
Outstanding warrant cancelled | 667,000 | |||||||||
Sale of common stock, shares | 1,334,000 | |||||||||
Common stock value | $ 93,380 | |||||||||
Closing price of common stock | $ 0.07 | |||||||||
Net effect on the net loss attributable to common stockholders | $ (50,275) |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | May 09, 2017 | Apr. 14, 2017 | Jan. 06, 2017 | Feb. 29, 2016 | Feb. 09, 2016 | Mar. 29, 2017 | Jan. 31, 2013 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||||
Proceeds from sale of Series C Convertible Preferred Stock | $ 531,250 | $ 1,235,000 | ||||||||
Stock issuance costs | $ 15,128 | $ 17,500 | ||||||||
Common stock issued | 37,981,799 | 8,681,236 | ||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 400,000 | 375,000 | 260,000 | 400,000 | ||||||
Number of preferred stock purchased | 7,596,875 | |||||||||
Stock issuance costs | ||||||||||
Verify Me [Member] | Subscription Agreement [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price | $ 10.20 | |||||||||
Value of shares issued | $ 1,000,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 20,000 | 13,000 | 20,000 | |||||||
Conversion of shares of preferred stock to common stock, shares | 400,000 | 260,000 | 400,000 | (53,000) | ||||||
Preferred stock, par value | $ .001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 37,564,767 | 37,564,767 | ||||||||
Number of common stock called by warrants (in shares) | 392,157 | |||||||||
Stock issuance costs | ||||||||||
Number of common stock shares purchased under warrants (in shares) | 392,157 | |||||||||
Series A Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of shares of preferred stock to common stock, shares | 1,060,000 | |||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 375,000 | 5,464,286 | ||||||||
Conversion of shares of preferred stock to common stock, shares | (1,912,500) | |||||||||
Shares of convertible preferred stock issued | 500,000 | 2,587,500 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | 7,500,000 | 7,500,000 | ||||||||
Proceeds from sale of Series C Convertible Preferred Stock | $ 200,000 | $ 1,035,000 | ||||||||
Number of common stock called by warrants (in shares) | 500,000 | 2,587,500 | 3,087,500 | |||||||
Purchase price (in dollars per share) | $ 0.40 | $ 0.40 | ||||||||
Exercise price | $ 0.40 | $ 0.40 | ||||||||
Number of preferred stock purchased | 6,175,000 | |||||||||
Stock issuance costs | $ 17,500 | |||||||||
Remaining shares converted | 1,537,500 | |||||||||
Common stock issued | 12,014,286 | |||||||||
Number of common stock shares purchased under warrants (in shares) | 500,000 | 2,587,500 | 3,087,500 | |||||||
Series C Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of shares of preferred stock to common stock, shares | 12,014,286 | |||||||||
Convertible Preferred Stock [Member] | Verify Me [Member] | Subscription Agreement [Member] | Pre Reverse Stock Split [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of preferred stock purchased | 392,157 | |||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 476,429 | |||||||||
Conversion of shares of preferred stock to common stock, shares | (166,750) | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | ||||||||
Number of common stock called by warrants (in shares) | 667,000 | |||||||||
Number of preferred stock purchased | 1,334,000 | |||||||||
Stock issuance costs | ||||||||||
Remaining shares converted | 166,750 | |||||||||
Common stock issued | 1,810,429 | |||||||||
Number of common stock shares purchased under warrants (in shares) | 667,000 | |||||||||
Series D Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of shares of preferred stock to common stock, shares | 1,810,429 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | May 09, 2017 | Apr. 14, 2017 | Jan. 06, 2017 | Feb. 29, 2016 | Feb. 09, 2016 | Mar. 29, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jan. 31, 2013 |
Proceeds from issuance of notes payable | $ 281,000 | |||||||||
Common stock issued | 37,981,799 | 8,681,236 | ||||||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 531,250 | 1,235,000 | ||||||||
Issuance costs of stock | 15,128 | 17,500 | ||||||||
Conversion of Stock, value Converted | $ 43,750 | |||||||||
Consultant [Member] | ||||||||||
Number of common stock called by warrants (in shares) | 153,725 | |||||||||
Shares issued to convert accounts payable | 153,725 | |||||||||
Shares issued to convert accounts payable, value | $ 10,750 | |||||||||
Common Stock [Member] | ||||||||||
Issuance costs of stock | ||||||||||
Conversion of Stock, Shares Converted | 400,000 | 375,000 | 260,000 | 400,000 | ||||||
Common stock and warrant [Member] | ||||||||||
Common stock sold | 7,596,875 | |||||||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 531,250 | |||||||||
Issuance costs of stock | $ 15,128 | |||||||||
Conversion of Stock, Shares Converted | 625,625 | |||||||||
Common stock and warrant [Member] | Consultant [Member] | ||||||||||
Conversion of Stock, value Converted | $ 31,500 | |||||||||
Common stock and warrant [Member] | Consultant [Member] | ||||||||||
Conversion of Stock, Shares Converted | 375,375 | |||||||||
Exercise price | $ 0.15 | |||||||||
Expected warrant term | 5 years | |||||||||
Option foreited to purchase common stock | 450,000 | |||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Number of common stock called by warrants (in shares) | 500,000 | 2,587,500 | 3,087,500 | |||||||
Remaining shares converted | 1,537,500 | |||||||||
Common stock issued | 12,014,286 | |||||||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 200,000 | $ 1,035,000 | ||||||||
Issuance costs of stock | $ 17,500 | |||||||||
Conversion of Stock, value Converted | $ 12,014 | 1,050 | ||||||||
Conversion of Stock, Shares Converted | 375,000 | 5,464,286 | ||||||||
Exercise price | $ 0.40 | $ 0.40 | ||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Number of common stock called by warrants (in shares) | 667,000 | |||||||||
Remaining shares converted | 166,750 | |||||||||
Common stock issued | 1,810,429 | |||||||||
Issuance costs of stock | ||||||||||
Conversion of Stock, value Converted | $ 1,810 | |||||||||
Conversion of Stock, Shares Converted | 476,429 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Number of common stock called by warrants (in shares) | 392,157 | |||||||||
Issuance costs of stock | ||||||||||
Conversion of Stock, value Converted | 1,060 | $ 589 | ||||||||
Conversion of Stock, Shares Converted | 20,000 | 13,000 | 20,000 | |||||||
Notes Payable [Member] | ||||||||||
Proceeds from issuance of notes payable | 360,000 | |||||||||
Debt conversion, converted amount | $ 390,000 | |||||||||
Number of common stock called by warrants (in shares) | 5,664,246 | |||||||||
Exercise price | $ 0.15 | |||||||||
Expected warrant term | 5 years | |||||||||
Account payable [Member] | ||||||||||
Conversion of Stock, value Converted | $ 26,250 | |||||||||
Consulting fees [Member] | Common stock and warrant [Member] | ||||||||||
Conversion of Stock, value Converted | $ 31,500 | |||||||||
Conversion of Stock, Shares Converted | 450,450 | |||||||||
Exercise price | $ 0.15 |
FAIR VALUE OF FINANCIAL INSTR34
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability related to beneficial conversion option | $ 60,886 | $ 228,718 |
Derivative liability related to fair value of warrants | 394,744 | |
Total | 60,886 | 623,462 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability related to beneficial conversion option | ||
Derivative liability related to fair value of warrants | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability related to beneficial conversion option | ||
Derivative liability related to fair value of warrants | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability related to beneficial conversion option | 60,886 | 228,718 |
Derivative liability related to fair value of warrants | 394,744 | |
Total | $ 60,886 | $ 623,462 |
FAIR VALUE OF FINANCIAL INSTR35
FAIR VALUE OF FINANCIAL INSTRUMENTS (Fair Value Measurements within Fair Value Hierarchy of Derivative Liabilities Using Level 3 Inputs) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2016 | $ 623,462 |
Reduction in value resulting from conversion of Preferred Series C and D shares | (381,411) |
Change in fair value of derivative liabilities | (181,164) |
Balance at June 30, 2017 | $ 60,887 |
FAIR VALUE OF FINANCIAL INSTR36
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Common Stock Purchase Warrants Valuation Assumptions) (Details) - Warrant [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2015 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Annual Dividend Yield | 0.00% | 0.00% |
Minimum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Expected Life (Years) | 1 year | 2 years |
Risk-Free Interest Rate | 1.20% | 1.10% |
Expected Volatility | 231.60% | 178.50% |
Maximum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Expected Life (Years) | 2 years 1 month 6 days | 3 years |
Risk-Free Interest Rate | 1.40% | 1.30% |
Expected Volatility | 244.70% | 179.30% |
STOCK OPTIONS (Narrative) (Deta
STOCK OPTIONS (Narrative) (Details) - USD ($) | Jun. 12, 2017 | Feb. 06, 2017 | Jun. 29, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Option, expense | $ 204,516 | $ 49,885 | $ 204,516 | $ 49,885 | ||||||
Fair value of options | 284,373 | 0 | 335,970 | 36,343 | ||||||
Consultant fee | $ 82,162 | 117,582 | 91,206 | 232,927 | ||||||
Conversion of Stock, value Converted | 43,750 | |||||||||
Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Option, expense | 57,750 | |||||||||
Consultant earned | $ 26,250 | |||||||||
Number of common stock called by warrants (in shares) | 153,725 | 153,725 | ||||||||
Shares issued to convert accounts payable | 153,725 | |||||||||
Shares issued to convert accounts payable, value | $ 10,750 | |||||||||
Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 467,429 | |||||||||
Common stock and warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 625,625 | |||||||||
Common stock and warrant [Member] | Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Consultant earned | $ 375,375 | |||||||||
Conversion of Stock, value Converted | $ 31,500 | |||||||||
Stock Compensation Plan [Member] | Stock Option 2013 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized to be granted under plan | 20,000,000 | |||||||||
Number of options available to be issued | 719,853 | 719,853 | ||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Increase in value of options | $ 2,307 | |||||||||
Number of options issued | 5,000,000 | 250,000 | 10,000,000 | 250,000 | 225,000 | 15,950,000 | ||||
Exercise price of options issued | $ 0.07 | $ 0.068 | $ 0.07 | $ 0.064 | $ 0.09 | $ 0.07 | ||||
Expected option life (in years) | 5 years | 5 years | 5 years | 5 years | ||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Expected volatility | 196.70% | 197.90% | 196.20% | 197.70% | ||||||
Risk free interest rate | 1.71% | 1.85% | 1.84% | 1.90% | ||||||
Expected Life (Years) | 5 years | 5 years | 5 years | 5 years | ||||||
Option, expense | $ 284,373 | $ 427,223 | $ 335,970 | $ 763,050 | ||||||
Closing stock price per share | $ 0.12 | $ 0.12 | ||||||||
Fair value of options | $ 242,112 | $ 32,508 | $ 583,340 | $ 14,011 | $ 19,727 | |||||
Maximum percentage of outstanding stock | 100.00% | |||||||||
Maximum aggregate fair market value | $ 1,000,000 | |||||||||
Maximum fair value of options per employee | 100,000 | |||||||||
Number of options vested | 3,000,000 | |||||||||
Increase in value of unvested options | 39,521 | |||||||||
Fair value of unvested options | 281,633 | |||||||||
Employee Stock Option [Member] | Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Option, expense | $ 3,986 | 3,986 | ||||||||
Consultant fee | $ 5,250 | |||||||||
Number of shares invested | 825,825 | |||||||||
Employee Stock Option [Member] | Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Closing stock price per share | $ 0.12 | $ 0.12 | ||||||||
Employee Stock Option [Member] | Majority Shareholder [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum percentage of outstanding stock | 110.00% | |||||||||
Employee Stock Option [Member] | Stock Option 2003 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common shares that can be purchased through equity awards that have been issued, unvested or unexercised | 19,280,147 | 19,280,147 | ||||||||
Nonvested Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 15,950,000 | |||||||||
Unrecognized compensation cost related to outstanding stock options | $ 583,340 | $ 583,340 | ||||||||
Unrecognized compensation cost related to stock options, period of recognition | 3 years | |||||||||
Number of options vested | 13,500,000 | |||||||||
Employee Stock Option One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 250,000 | |||||||||
Exercise price of options issued | $ 0.25 | |||||||||
Expected option life (in years) | 5 years | |||||||||
Dividend yield | 0.00% | |||||||||
Expected volatility | 198.00% | |||||||||
Risk free interest rate | 1.86% |
STOCK OPTIONS (Summary of Activ
STOCK OPTIONS (Summary of Activities for Stock Options) (Details) - Employee Stock Option [Member] - USD ($) | Jun. 12, 2017 | Feb. 06, 2017 | Jun. 29, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | |
Number of Shares | |||||||
Balance, beginning | 3,282,647 | 3,282,647 | |||||
Granted | 5,000,000 | 250,000 | 10,000,000 | 250,000 | 225,000 | 15,950,000 | |
Forfeited/cancelled | (500,000) | ||||||
Balance June 30, 2017 | 18,732,647 | ||||||
Exercisable 30, 2017 | 16,732,647 | ||||||
Exercisable at June 30, 2017 and expected to vest thereafter | 18,732,647 | ||||||
Weighted-Average Exercise Price | |||||||
Balance, beginning | $ 0.52 | $ 0.52 | |||||
Granted | $ 0.07 | $ 0.068 | $ 0.07 | $ 0.064 | $ 0.09 | 0.07 | |
Forfeited/cancelled | (0.13) | ||||||
Balance June 30, 2017 | 0.15 | ||||||
Exercisable at June 30, 2017 | 0.16 | ||||||
Exercisable at June 30, 2017 and expected to vest thereafter | $ 0.16 | ||||||
Weighted Average Remaining Contractual Term (in years) | |||||||
Balance, beginning | 7 years 10 months 25 days | ||||||
Balance June 30, 2017 | 5 years 4 months 24 days | ||||||
Exercisable at June 30, 2017 | 5 years 6 months | ||||||
Exercisable at June 30, 2017 and expected to vest thereafter | 5 years 6 months | ||||||
Aggregate Intrinsic Value (in 000's) | |||||||
Balance June 30, 2017 | [1] | $ 1,000 | |||||
Exercisable at June 30, 2017 | [1] | 1,000 | |||||
Exercisable at June 30, 2017 and expected to vest thereafter | [1] | $ 1,000 | |||||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.07 for our common stock on June 30, 2017. |
STOCK OPTIONS (Schedule of Unve
STOCK OPTIONS (Schedule of Unvested Stock Option Activity) (Details) - Nonvested Stock Options [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Balance, Beginning | shares | |
Granted | shares | 15,950,000 |
Vested | shares | (13,500,000) |
Cancelled/forfeited/expired | shares | (450,000) |
Balance, Ending | shares | 2,000,000 |
Weighted-Average Grant Date Fair Value | |
Balance, Beginning | $ / shares | |
Granted | $ / shares | 0.06 |
Vested | $ / shares | (0.06) |
Cancelled/forfeited/expired | $ / shares | (0.07) |
Balance, Ending | $ / shares | $ 0.07 |
STOCK OPTIONS (Summary of Act40
STOCK OPTIONS (Summary of Activities for Warrants) (Details) - Warrant [Member] | 6 Months Ended | |
Jun. 30, 2017USD ($)$ / sharesshares | ||
Number of Shares | ||
Balance, December 31, 2016 | shares | 9,216,452 | |
Granted | shares | 21,665,846 | |
Cancelled | shares | (3,754,500) | |
Balance, June 30, 2017 | shares | 27,127,798 | |
Exercisable at June 30, 2017 | shares | 27,127,798 | |
Weighted-Average Exercise Price | ||
Balance, December 31, 2016 | $ / shares | $ 1.82 | |
Granted | $ / shares | 0.12 | |
Expired | $ / shares | 0.40 | |
Balance, June 30, 2017 | $ / shares | 0.11 | |
Exercisable at June 30, 2017 | $ / shares | $ 0.11 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Balance, December 31, 2016 | 3 years 8 months 12 days | |
Balance, June 30, 2017 | 4 years 7 months 6 days | |
Exercisable at June 30, 2017 | 4 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Balance, December 31, 2016 | $ | $ 10,000 | [1] |
Balance, June 30, 2017 | $ | 6,000 | [1] |
Exercisable at June 30, 2017 | $ | $ 6,000 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.07 for our common stock on June 30, 2017. |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Leases [Abstract] | ||||
Total rent expense under leases | $ 3,000 | $ 1,500 | $ 6,000 | $ 11,835 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) | Jun. 30, 2017USD ($) |
Chief Executive Officer [Member] | |
Due to related parties | $ 2,467 |
Chief Financial Officer [Member] | |
Due to related parties | $ 20,419 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2017 | Aug. 09, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Proceeds From Issuance Of Convertible Preferred Stock | $ 531,250 | $ 1,235,000 | ||||
Scenario, Forecast [Member] | ||||||
Shares issued for services | 75,000 | |||||
Common stock and warrant [Member] | ||||||
Common stock sold | 7,596,875 | |||||
Conversion of Stock, Shares Converted | 625,625 | |||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 531,250 | |||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||
Granted | 300,000 | |||||
Subsequent Event [Member] | Common stock and warrant [Member] | ||||||
Common stock sold | 715,000 | 2,431,000 | ||||
Conversion of Stock, Shares Converted | 715,000 | 2,431,000 | ||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 50,000 | $ 170,000 |