Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 14, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | BINGHAM CANYON CORP | ||
Entity Central Index Key | 1,119,897 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 37,542,572 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 21,078 | $ 42,486 |
Accounts receivable, net | 4,018 | 61 |
Inventory | 42,706 | 68,565 |
Prepaid expenses | 7,152 | 10,054 |
Deposits | 77,543 | |
Total current assets | 152,497 | 121,166 |
FIXED ASSETS | ||
Property and equipment, net | 78,250 | 80,504 |
OTHER ASSETS | ||
Intangible assets, net | 42,857 | 16,749 |
Deposits | 5,250 | 21,450 |
Total other assets | 48,107 | 38,199 |
TOTAL ASSETS | 278,854 | 239,869 |
CURRENT LIABILITIES | ||
Accounts payable | 52,144 | 34,824 |
Accrued expenses - related party | 2,486 | 6,714 |
Accrued expenses | 12,955 | 10,894 |
Deferred revenue | 1,398 | |
Notes payable - related party | 358,802 | 130,000 |
Convertible notes payable, net | 48,566 | |
Total current liabilities | 426,387 | 232,396 |
LONG TERM LIABILITIES | ||
Notes payable, net | 129,451 | |
TOTAL LIABILITIES | 555,838 | 232,396 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $.001 par value; 100,000,000 shares authorized; 37,117,572 and 15,553,125 issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 37,118 | 15,553 |
Additional paid-in capital | 3,708,882 | 1,765,251 |
Accumulated deficit | (4,022,984) | (1,773,331) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (276,984) | 7,473 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 278,854 | $ 239,869 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,117,572 | 15,553,125 |
Common stock, shares outstanding | 37,117,572 | 15,553,125 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Revenues | $ 113,387 | $ 141 |
Cost of Goods sold | 110,887 | |
Gross profit | 2,500 | 141 |
OPERATING EXPENSES | ||
General and administrative | 774,476 | 418,866 |
Research and development | 147,917 | 29,871 |
Depreciation and amortization | 25,772 | 35,520 |
Total operating expenses | 948,165 | 484,257 |
Net loss before other expenses | (945,665) | (484,116) |
OTHER EXPENSES | ||
Interest expense | (48,060) | (10,174) |
Loss on settlement of debt | (1,255,928) | |
Total other expenses | (1,303,988) | (10,174) |
Loss from operations before Income taxes | (2,249,653) | (494,290) |
Income taxes | ||
NET LOSS | $ (2,249,653) | $ (494,290) |
Basic and diluted net loss per share | $ (0.10) | $ (0.03) |
Basic and diluted weighted average shares outstanding | 22,951,766 | 16,907,147 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2014 | 17,428,125 | |||
Beginning balance, amount at Dec. 31, 2014 | $ 17,428 | $ 1,411,761 | $ (1,279,041) | $ 150,148 |
Shares issued for cash, shares | 881,250 | |||
Shares issued for cash, amount | $ 881 | 116,619 | 117,500 | |
Shares issued for services, shares | 243,750 | |||
Shared issues for services, amount | $ 244 | 32,256 | 32,500 | |
Shares cancelled for patent reduction, shares | (4,500,000) | |||
Shares cancelled for patent reduction, amount | $ (4,500) | 4,500 | ||
Shares issued for conversion of debt, shares | 1,500,000 | |||
Shares issued for conversion of debt, amount | $ 1,500 | 198,500 | 200,000 | |
Shares issued in settlement of debt, amount | ||||
Beneficial conversion feature | 1,615 | 1,615 | ||
Stock-based compensation | ||||
Net loss | (494,290) | (494,290) | ||
Ending balance, shares at Dec. 31, 2015 | 15,553,125 | |||
Ending balance, amount at Dec. 31, 2015 | $ 15,553 | 1,765,251 | (1,773,331) | 7,473 |
Shares issued for cash, shares | 762,500 | |||
Shares issued for cash, amount | $ 763 | 394,237 | 395,000 | |
Shares issued for services, shares | 150,000 | |||
Shared issues for services, amount | $ 150 | 19,850 | 20,000 | |
Shares issued for conversion of debt, shares | 375,000 | |||
Shares issued for conversion of debt, amount | $ 375 | 49,625 | 50,000 | |
Shares issued in settlement of debt, shares | 1,126,947 | |||
Shares issued in settlement of debt, amount | $ 1,127 | 1,707,906 | 1,709,033 | |
Shares issued in share exchange agreement, shares | 19,150,000 | |||
Shares issued in share exchange agreement, amount | $ 19,150 | (276,690) | (257,540) | |
Beneficial conversion feature | ||||
Stock-based compensation | 48,703 | 48,703 | ||
Net loss | (2,249,653) | (2,249,653) | ||
Ending balance, shares at Dec. 31, 2016 | 37,117,572 | |||
Ending balance, amount at Dec. 31, 2016 | $ 37,188 | $ 3,708,882 | $ (4,022,984) | $ (276,984) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,249,653) | $ (494,290) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 38,518 | 35,701 |
Amortization of debt discount | 9,964 | |
Bad debt expense | 12,000 | |
Common stock issued for services | 20,000 | 32,500 |
Stock-based compensation | 48,703 | |
Loss on settlement of debt | 1,255,928 | |
Expenses paid on behalf of Company | 10,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,957) | (61) |
Inventory | 25,859 | (32,651) |
Prepaid expenses | 2,902 | (10,054) |
Deposits | (61,343) | (21,450) |
Accounts payable | 5,420 | 34,824 |
Accrued expenses | 14,783 | 9,636 |
Deferred Revenue | (1,398) | 1,398 |
Net cash used in operating activities | (884,274) | (444,447) |
Cash Flows from Investing Activities | ||
Purchase of fixed assets | (12,372) | (29,808) |
Purchase of intangible assets | (50,000) | |
Net cash used in investing activities | (62,372) | (29,808) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related parties | 509,000 | 342,434 |
Proceeds from notes payable | 125,738 | 50,000 |
Repayment of notes payable - related parties | (104,500) | (13,767) |
Repayment of notes payable | (25,000) | |
Proceeds from convertible notes payable | 25,000 | |
Proceeds from common stock issued for cash | 395,000 | 117,500 |
Net cash provided by financing activities | 925,238 | 496,167 |
Net change in cash | (21,408) | 21,912 |
Cash and cash equivalents at beginning of period | 42,486 | 20,574 |
Cash and cash equivalents at end of period | 21,078 | 42,486 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 19,914 | |
Cash paid for Income taxes | ||
Non-Cash Investing and Financing Activities | ||
Common stock issued in conversion of debt | 50,000 | 200,000 |
Beneficial conversion feature | 1,615 | |
Common stock cancelled | 6,000 | |
Assignment of notes payable to convertible notes | 25,000 | |
Net liabilities assumed in share exchange agreement | 276,690 | |
Common stock issued in settlement of debt | 1,709,033 | |
Debt issuance costs | $ 29,079 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 Nature of Operations On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (Paradigm) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625 restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Binghams common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of .75 that the outstanding common shares were exchanged. As a result of this share exchange agreement, Paradigm, the operating company, is considered the accounting acquirer. Paradigm is located in Lenexa, Kansas and was formed June 6, 2012 under the name of EUR-ECA, Ltd. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigms overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. EUR-ECA, Ltds Board of Directors determined that this more accurately reflected the direction of the company. Principles of Consolidations Use of Estimates Cash and Cash Equivalents Fair Value Measurements Fair Value Measurements and Disclosures, BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 1 Level 1 Level 2 Level 3 r value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. There were no financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016, and 2015. Accounts Receivable Inventories Property and Equipment Impairment of Long-lived Assets Intangible Assets BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 1 Research and Development Revenue Recognition Basic and Diluted Loss Per Share Recent Accounting Pronouncements The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Companys reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Companys financial management and certain standards are under consideration. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 Going Concern The Company reports accumulated losses of $4,022,984 and used cash in operating activities of The Companys continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 3 There was no provision for, or benefit from, income tax during the years ended December 31, 2016 and 2015 respectively. The components of the net deferred tax asset as of December 31, 2016, and 2015: December 31, 2016 2015 Operating loss carry forwards $ 1,528,734 $ 673,866 Depreciation & amortization $ (48,531 ) $ (33,894 ) Stock-based compensation $ (102,191 ) $ (76,084 ) Total Deferred Tax Assets $ 1,378,012 $ 563,888 Valuation allowance $ (1,378,012 ) $ (563,888 ) Net Deferred Tax Asset $ $ Federal and state net operating loss carry forwards at December 31, 2016 were $3,626,347. The net operating loss carry forwards expire between 2033 and 2036. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the provision for income taxes for the years ended December 31, 2016 and 2015, respectively: For the Years Ended December 31, 2016 2015 Tax at statutory rate (34%) $ (854,868 ) $ (187,830 ) Non-deductible expenses $ 40,744 $ 25,848 Change in valuation allowance $ (814,124 ) $ 161,892 State tax benefit, net of federal tax $ $ Provision for Income Taxes $ $ In June 2006, FASB issued FASB ASC 740-10-05-6. The Company adopted FASB ASC 740-10-05-6 on January 1, 2013. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company's tax return that do not meet these recognition and measurement standards. Upon the adoption of FASB ASC 740-10-05-6, the Company had no liabilities for unrecognized tax benefits and, as such, the adoption had no impact on its financial statements, and the Company has recorded no additional interest or penalties. The Adoption of FASB ASC 740-10-05-6 did not impact the Company's effective tax rates. The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31, 2016, and 2015, the Company did not recognize any interest or penalties in its Statement of Operations, nor did it have any interest or penalties accrued in its Balance Sheet at December 31, 2016 and 2015 relating to unrecognized benefits. The tax years 2016 and 2015 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which range from three to ten years. Depreciation expense was $14,626 for the year ended December 31, 2016, of which $12,224 is included in cost of goods sold and $2,402 is included in general and administrative expense. Depreciation expense was $11,039 for the year ended December 31, 2015, of which $0 is included in cost of goods sold and $11,039 is included in general and administrative expense. No impairment was recognized during the twelve months ended December 31, 2016. Property and equipment at December 31, 2016 and 2015 consisted of the following: December 31, 2016 2015 Machinery and equipment $ 92,673 $ 85,336 Office equipment and furniture 10,428 8,621 Website 3,228 Leasehold improvements 2,400 2,400 Total Property and equipment $ 108,729 $ 96,357 Less: Accumulated depreciation (30,479 ) (15,583 ) Property and equipment, net $ 78,250 $ 80,504 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 INTANGIBLE ASSETS The components of intangible assets at December 31, 2016 and 2015 were as follow: December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents and Registrations $ 150,439 $ (107,582 ) $ 42,857 December 31, 2015 Gross Accumulated Amortization Net Carrying Amount Patents and Registrations $ 100,439 $ (83,690 ) $ 16,749 Amortization charged to operations was $23,892 and $24,481 for the years ended December 31, 2016 and 2015, respectively. Estimated aggregate annual amortization expense for the year ended December 31, 2017 is $42,857. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 The following tables summarize notes payable as of December 31, 2016 and 2015: 2016 2015 Notes payable, related parties $ 358,802 $ 130,000 Convertible notes payable, net 48,566 Notes payable, net 129,451 Less current portion (358,802 ) (178,566 ) Net Long-Term Liabilities $ 129,451 $ BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 6 Type Original Amount Issuance Date Maturity Date Interest Rate Balance 12/31/2016 Balance 12/31/2015 Notes Payable, Related Party Multiple 764,000 02/28/15 11/30/16 02/28/16 11/30/17 05 % $ 293,302 $ 100,000 Notes Payable, Related Party Multiple 30,000 11/25/15 12/10/15 05/25/16 06/10/16 5 % 8,000 30,000 Notes Payable, Related Party 7,500 03/11/16 09/11/16 5 % 7,500 Notes Payable, Related Party 50,000 10/18/16 04/18/17 5 % 50,000 Notes Payable 150,000 05/18/16 06/01/18 13 % 150,000 Convertible Notes Payable 25,000 11/20/15 11/20/15 6 % 25,000 Convertible Notes Payable 25,000 11/20/15 11/20/15 6 % 25,000 Debt Discount (20,549 ) (1,434 ) Total, net $ 488,253 $ 178,566 Notes Payable On May 18, 2016, the Company entered into a loan agreement for $150,000 with an unrelated individual. The note is due on June 1, 2018. The note is secured by a mortgage or deed of trust on a property located in Fuquay Varina, North Carolina, owned by a minority shareholder, and by a personal guarantee of the President of the Company. The note bears an interest rate of 13% per annum and a default rate of 19% per annum. The Company paid an origination fee of 10% of the loan value and a brokers commission of 3% of the loan value. There was also appraisal, underwriting, loan service, and attorney fees of approximately $9,500. The Company recorded a debt discount of approximately $29,079 resulting from these issuance costs which is being amortized over the life of the loan. As of December 31, 2016, the note has a remaining balance of $150,000 and a debt discount balance of $20,549. During 2012 and 2013 the Parent Company entered into three notes payable from a third party in the amount of $185,950 with annual interest rate of 8%. The notes are unsecured. The origination dates range from December 31, 2012 through December 31, 2013. The maturity dates on the three loans range from on demand to July 1, 2018. In December 2016, the Company issued 550,100 shares of common stock in settlement of these notes remaining principal and accrued interest, resulting in a loss on settlement of $964,840. BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 6 Notes Payable Related Parties During the year ended December 31, 2016, the Company entered into eighteen promissory notes with the Company President for proceeds of $451,500. In addition, the Company had $10,000 in expenses paid on the Companys behalf by the President. The notes are due in 12 months from their issuance dates (between February 2017 and November 2017) are unsecured and bear and interest at 5% per annum. In December 2016, the Company issued 201,847 shares of common stock in settlement of a portion of these notes principal and accrued interest, resulting in a loss on settlement of $242,216. As of December 31, 2016, these notes had a remaining balance of $293,302. On March 11, 2016 the Company entered into a promissory note with a related party for $7,500 to be used in operations. The note was due on September 11, 2016, is unsecured and bears an interest rate of 5% per annum. The note is in default. There is no change in interest rate but it is due on demand. As of December 31, 2016, the note has a remaining balance of $7,500. On October 18, 2016 the Company entered into a promissory note with a related party for $50,000 to be used in operations. The note is due on April 18, 2017, is unsecured and bears an interest rate of 5% per annum. As of December 31, 2016, the note has a remaining balance of $50,000. From February 2015 to November 2015, the Company entered into 12 promissory notes with the Company President for proceeds of $307,000. These notes are due in 12 months from their issuance dates are unsecured and bear an interest rate of 5% per annum. On November 25 and December 10, 2015 the Company entered into two additional Promissory Notes with a shareholder for $5,000 and $25,000, respectively. The terms of both notes include maturity dates six months from their origination dates and interest at a rate of 5% per annum. Convertible Notes Payable In March 2015, the Company entered into two promissory notes for $25,000 each with two nonrelated parties. Both notes bear interest at 6% per annum, are unsecured and were due on September 24, 2015. Both loans were paid down by $12,500 each in August 2015. In November 2015 both lenders agreed to execute a debt conversion agreement loaning back the $12,500 that had been repaid. The debt conversion agreement is for one year with 6% interest per annum and allows them to convert the debt to one share of stock and a warrant (Unit) at a $.10 exercise price for up to six months, at $.40 per common share from six months to nine months and at $1.00 per common share from nine months to one year. The warrant gives the holder the right to purchase a common share at $1.00 per common share over a three year period. This resulted in a beneficial conversion feature discount of $1,615 of which $1,615 was fully amortized through April 4, 2016 when the convertible debt was fully converted and settled. On April 4, 2016, the holders of the convertible debentures elected to convert the full principal balance of $25,000 into 250,000 shares each at $0.10 per common share. In addition, the note holders received an additional 250,000 shares each in settlement of the remaining accrued interest and warrants, resulting in a loss on settlement of $48,872. |
STOCKHOLDERS' DEFICIT AND STOCK
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS | NOTE 7 Common Stock The Company has 100,000,000 shares of common stock authorized with a par value of $0.001 per share. During the years ended December 31, 2016 and 2015 there were 37,117,572 and 15,553,125 shares of common stock outstanding respectively. BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 7 From January through June 2016, the Company issued 200,000 shares of common stock at $0.10 per share ($20,000) for consulting services performed by an unrelated party. The 200,000 shares of common stock were exchanged for 150,000 shares of common stock on August 31, 2016, pursuant to the terms of the Securities Exchange Agreement. On April 4, 2016, the Company issued 1,000,000 shares of common stock at $0.10 per share for conversion of $50,000 of convertible notes payable and in settlement of the remaining accrued interest and warrants associated with the convertible notes. This resulted in a loss on the settlement of $48,872. The 1,000,00 shares of common stock were exchanged for 750,000 shares of common stock on August 31, 2016 pursuant to the terms of the Securities Exchange Agreement. From April through June 2016, the Company issued 450,000 shares of common stock at $0.10 per share to unrelated parties for cash proceeds of $45,000. The 450,000 shares were exchanged for 337,500 shares of common stock on August 31, 2016 pursuant to the terms of the Securities Exchange Agreement. On August 31, 2016, pursuant to the terms of the Securities Exchange Agreement, dated August 10, 2016, the Company issued 16,790,625 shares of Bingham Canyon Corporation common stock to the stockholders of Paradigm Convergence Technologies Corp. for all 22,837,500 shares of Paradigm common stock. On September 29, 2016, the Company issued 150,000 shares of common stock at $0.50 per share to an unrelated party for cash proceeds of $75,000. From October through December 2016, the Company issued 275,000 shares of common stock at $1.00 per share to unrelated parties for cash proceeds of $275,000. In December 2016, the Company issued 550,100 shares of common stock in settlement of notes payable totaling $185,960 and accrued interest totaling $64,180, resulting in a loss on settlement of $964,840 (see also Note 6). On December 30, 2016, the Company issued 201,847 shares of common stock in settlement of notes payable totaling $185,698 and accrued interest totaling $16,149, resulting in a loss on settlement of $242,216 (see also Note 6). NOTE 8 The following table summarizes the changes in options outstanding of the Company during the year ended December 31, 2016: Number of Options Weighted Average Exercise Price $ Outstanding, December 31, 2015 1,875,000 0.13 Granted 182,500 0.40 Expired Outstanding, December 31, 2016 2,057,500 $ 0.16 Exercisable, December 31, 2016 2,057,500 $ 0.16 BINGHAM CANYON CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 NOTE 8 Additional information regarding stock options as of December 31, 2016, is as follows: Date Issued Number Outstanding Number Exercisable Exercise Price $ Weighted Average Remaining Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 05/21/2014 1,875,000 1,875,000 0.13 2.38 05/20/2019 250,000 01/01/2016 75,000 75,000 0.33 3.00 12/31/2019 25,000 01/01/2016 90,000 90,000 0.33 3.00 12/31/2019 30,000 09/15/2016 10,000 10,000 1.00 3.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 3.00 12/31/2019 7,500 2,057,500 2,057,500 $ 322,500 On January 1, 2016 the Company issued 165,000 stock options to related parties with an exercise price of $0.33 per share. The options vest one year from issuance on December 31, 2016. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. Compensation expense is recognized on a straight-line basis over the vesting period. As of December 31, 2016, these options were fully vested and the Company had recognized $17,442 in compensation expense. On September 15, 2016 the Company issued 10,000 stock options related to a consulting agreement. The options vest on December 31, 2016. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. Compensation expense is recognized on a straight-line basis over the vesting period. As of December 31, 2016, these options were fully vested and the Company had recognized $16,940 in compensation expense. On October 1, 2016 the Company issued 7,500 stock options related to a consulting agreement. The options vest on December 31, 2016. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. Compensation expense is recognized on a straight-line basis over the vesting period. As of December 31, 2016, these options were fully vested and the Company had recognized $12,705 in compensation expense. In applying the Black-Scholes methodology to the 182,500 options granted during the year ended December 31, 2016, the fair value of our stock-based awards was estimated using the following assumptions ranging from: December 31, 2016 Expected volatility 105297% Expected dividends 0% Expected term 34 Years Risk-free interest rate 0.861.08% Stock option expense of $48,703 and $0 was recorded in the years ended December 31, 2016 and December 31, 2015, respectively. Total remaining unrecognized compensation cost related to unvested stock options is approximately $0. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 6, 7, 8 and 10 for more details. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 COMMITMENTS AND CONTINGENCIES Consulting Agreements On September 15, 2016, the Company entered into a consulting agreement with an individual to provide various services to the Company. The term of the agreement was September 15, 2016 through December 31, 2016. The agreement provided for monthly payments of $2,500 and options to purchase 2,500 shares of the Companys common stock at $1.00 per share for each month the consulting agreement was completed. The individual has from January 1, 2017 to December 31, 2019 to purchase the shares of common stock. On October 1, 2016, the Company entered into a consulting agreement with an individual to provide various services to the Company. The term of the agreement was October 1, 2016 through December 31, 2016. The agreement provided for monthly payments of $2,500 and options to purchase 2,500 shares of the Companys common stock at $1.00 per share for each month the consulting agreement was completed. The individual has from January 1, 2017 to December 31, 2019 to purchase the shares of common stock. Lease Commitments On November 21, 2016 the Company signed a lease for 12,000 square feet of office, manufacturing and warehouse space in Little River, South Carolina. The lease was effective December 1, 2016 at a rate of $4,800 per month for a period of three years. The Company has an option to extend the lease for two periods of three years each. The option to extend the first three year period is at a rate of $5,100 per month. The option to extend the second three year period is at a rate of $5,400 per month. The Companys future lease commitments by year are as follow: 2017 $ 74,100 2018 57,600 2019 52,800 Total $ 184,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On January 1, 2017, the Company consolidated its outstanding promissory notes with the Companys President and CEO, into one promissory note, totaling $293,302. This note is due on January 1, 2018 and will accrue interest at 3.5%. |
NATURE OF BUSINESS AND SUMMAR17
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (Paradigm) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625 restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Binghams common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of .75 that the outstanding common shares were exchanged. As a result of this share exchange agreement, Paradigm, the operating company, is considered the accounting acquirer. Paradigm is located in Lenexa, Kansas and was formed June 6, 2012 under the name of EUR-ECA, Ltd. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigms overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. EUR-ECA, Ltds Board of Directors determined that this more accurately reflected the direction of the company. |
Principles of Consolidations | Principles of Consolidations |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Fair Value Measurements | Fair Value Measurements Fair Value Measurements and Disclosures, Level 1 Level 2 Level 3 r value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. There were no financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016, and 2015. |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Intangible Assets | Intangible Assets |
Research and Development | Research and Development |
Revenue Recognition | Revenue Recognition |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous GAAP and does not believe that any new or modified principles will have a material impact on the Companys reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Companys financial management and certain standards are under consideration. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of net deferred tax asset | December 31, 2016 2015 Operating loss carry forwards $ 1,528,734 $ 673,866 Depreciation & amortization $ (48,531 ) $ (33,894 ) Stock-based compensation $ (102,191 ) $ (76,084 ) Total Deferred Tax Assets $ 1,378,012 $ 563,888 Valuation allowance $ (1,378,012 ) $ (563,888 ) Net Deferred Tax Asset $ $ |
Effective income tax rate reconciliation | For the Years Ended December 31, 2016 2015 Tax at statutory rate (34%) $ (854,868 ) $ (187,830 ) Non-deductible expenses $ 40,744 $ 25,848 Change in valuation allowance $ (814,124 ) $ 161,892 State tax benefit, net of federal tax $ $ Provision for Income Taxes $ $ |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2016 2015 Machinery and equipment $ 92,673 $ 85,336 Office equipment and furniture 10,428 8,621 Website 3,228 Leasehold improvements 2,400 2,400 Total Property and equipment $ 108,729 $ 96,357 Less: Accumulated depreciation (30,479 ) (15,583 ) Property and equipment, net $ 78,250 $ 80,504 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of intangible assets | December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents and Registrations $ 150,439 $ (107,582 ) $ 42,857 December 31, 2015 Gross Accumulated Amortization Net Carrying Amount Patents and Registrations $ 100,439 $ (83,690 ) $ 16,749 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable Tables | |
Summary of notes payable | 2016 2015 Notes payable, related parties $ 358,802 $ 130,000 Convertible notes payable, net 48,566 Notes payable, net 129,451 Less current portion (358,802 ) (178,566 ) Net Long-Term Liabilities $ 129,451 $ |
Notes payable | Type Original Amount Issuance Date Maturity Date Interest Rate Balance 12/31/2016 Balance 12/31/2015 Notes Payable, Related Party Multiple 764,000 02/28/15 11/30/16 02/28/16 11/30/17 05 % $ 293,302 $ 100,000 Notes Payable, Related Party Multiple 30,000 11/25/15 12/10/15 05/25/16 06/10/16 5 % 8,000 30,000 Notes Payable, Related Party 7,500 03/11/16 09/11/16 5 % 7,500 Notes Payable, Related Party 50,000 10/18/16 04/18/17 5 % 50,000 Notes Payable 150,000 05/18/16 06/01/18 13 % 150,000 Convertible Notes Payable 25,000 11/20/15 11/20/15 6 % 25,000 Convertible Notes Payable 25,000 11/20/15 11/20/15 6 % 25,000 Debt Discount (20,549 ) (1,434 ) Total, net $ 488,253 $ 178,566 |
STOCKHOLDERS' DEFICIT AND STO22
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Changes in options outstanding | Number of Options Weighted Average Exercise Price $ Outstanding, December 31, 2015 1,875,000 0.13 Granted 182,500 0.40 Expired Outstanding, December 31, 2016 2,057,500 $ 0.16 Exercisable, December 31, 2016 2,057,500 $ 0.16 |
Additional information regarding stock options | Date Issued Number Outstanding Number Exercisable Exercise Price $ Weighted Average Remaining Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 05/21/2014 1,875,000 1,875,000 0.13 2.38 05/20/2019 250,000 01/01/2016 75,000 75,000 0.33 3.00 12/31/2019 25,000 01/01/2016 90,000 90,000 0.33 3.00 12/31/2019 30,000 09/15/2016 10,000 10,000 1.00 3.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 3.00 12/31/2019 7,500 2,057,500 2,057,500 $ 322,500 |
Assumptions used to estimate fair value of stock-based awards | December 31, 2016 Expected volatility 105297% Expected dividends 0% Expected term 34 Years Risk-free interest rate 0.861.08% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Tables | |
Future lease commitments | 2017 $ 74,100 2018 57,600 2019 52,800 Total $ 184,500 |
NATURE OF BUSINESS AND SUMMAR24
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Nature of Operations | |||
Company common stock issued to Paradigm shareholders, shares | 16,790,625 | ||
Paradigm common stock acquired in Securities Exchange Agreement, shares | 22,387,500 | ||
Company options issued to Paradigm shareholders, shares exercisable | 2,040,000 | ||
Paradigm options received in Securities Exchange Agreement, shares | 2,720,000 | ||
Cash | $ 21,078 | $ 42,486 | $ 20,574 |
Cash equivalents | |||
Allowance for doubtful accounts | 12,000 | ||
Impairment expense recorded against inventory | 35,914 | ||
Reserve allowance for inventory | |||
Accumulated depreciation of property and equipment | (30,479) | ||
Accumulated amortization of intangible assets | $ (107,582) | $ (83,690) | |
Antidilutive securities excluded from calculation of earnings per share | 729,571 | ||
Exercise price, minimum | |||
Nature of Operations | |||
Exercise prices of options issued | $ 0.133 | ||
Exercise prices of options received | $ 0.10 | ||
Accumulated depreciation of property and equipment | $ (15,853) | ||
Exercise price, maximum | |||
Nature of Operations | |||
Exercise prices of options issued | $ 0.333 | ||
Exercise prices of options received | $ 0.25 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses incurred since inception | $ (4,022,984) | $ (1,773,331) |
Cash used in operating activities | $ (884,274) | $ (444,447) |
INCOME TAXES - Components of ne
INCOME TAXES - Components of net deferred tax asset (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 1,528,734 | $ 673,866 |
Depreciation & amortization | (48,531) | (33,894) |
Stock-based compensation | (102,191) | (76,084) |
Total Deferred Tax Assets | 1,378,012 | 563,888 |
Valuation allowance | (1,378,012) | (563,888) |
Net Deferred Tax Asset |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate (34%) | $ (854,868) | $ (187,830) |
Non-deductible expenses | 40,744 | 25,848 |
Change in valuation allowance | (814,124) | 161,892 |
State tax benefit, net of federal tax | ||
Provision for Income Taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 3,626,347 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 92,673 | $ 85,336 |
Office equipment and furniture | 10,428 | 8,621 |
Website | 3,228 | |
Leasehold improvements | 2,400 | 2,400 |
Total Property and equipment | 108,729 | 96,357 |
Less: Accumulated depreciation | (30,479) | (15,853) |
Property and equipment, net | $ 78,250 | $ 80,504 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 12,224 | $ 11,039 |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of intangible assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents and Registrations, gross carrying amount | $ 150,439 | $ 100,439 |
Less: Accumulated Amortization | (107,582) | (83,690) |
Patents and Registrations, net carrying amount | $ 42,857 | $ 16,749 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets Details Narrative | |||
Amortization charged to operations | $ 23,892 | $ 24,481 | |
Estimated aggregate annual amortization expense | $ 42,857 |
NOTES PAYABLE - Summary of note
NOTES PAYABLE - Summary of notes payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Payable - Summary Of Notes Payable Details | ||
Notes payable, related parties | $ 358,802 | $ 130,000 |
Convertible notes payable, net | 48,566 | |
Notes payable, net | 129,451 | |
Less current portion | (358,802) | (178,566) |
Net Long-Term Liabilities | $ 129,451 |
NOTES PAYABLE - Notes payable (
NOTES PAYABLE - Notes payable (Details) - USD ($) | May 18, 2016 | Dec. 31, 2016 | Dec. 31, 2013 |
Interest rate | 13.00% | 8.00% | |
Notes Payable, Related Party (1) | |||
Original amount | $ 764,000 | ||
Issuance date, beginning range | Feb. 28, 2015 | ||
Issuance date, end range | Nov. 30, 2016 | ||
Maturity date, beginning range | Feb. 28, 2016 | ||
Maturity date, end range | Nov. 30, 2017 | ||
Interest rate, low range | 0.00% | ||
Interest rate, high range | 5.00% | ||
Balance, beginning | $ 293,302 | ||
Balance, ending | 100,000 | ||
Notes Payable, Related Party (2) | |||
Original amount | $ 30,000 | ||
Issuance date, beginning range | Nov. 25, 2015 | ||
Issuance date, end range | Dec. 10, 2015 | ||
Maturity date, beginning range | May 25, 2016 | ||
Maturity date, end range | Jun. 10, 2016 | ||
Interest rate | 5.00% | ||
Balance, beginning | $ 8,000 | ||
Balance, ending | 30,000 | ||
Notes Payable, Related Party (3) | |||
Original amount | $ 7,500 | ||
Issuance date | Mar. 11, 2016 | ||
Maturity date | Sep. 11, 2016 | ||
Interest rate | 5.00% | ||
Balance, beginning | $ 7,500 | ||
Balance, ending | |||
Notes Payable, Related Party (4) | |||
Original amount | $ 50,000 | ||
Issuance date | Oct. 18, 2016 | ||
Maturity date | Apr. 18, 2017 | ||
Interest rate | 5.00% | ||
Balance, beginning | $ 50,000 | ||
Balance, ending | |||
Notes Payable | |||
Original amount | $ 150,000 | ||
Issuance date | May 18, 2016 | ||
Maturity date | Jun. 1, 2018 | ||
Interest rate | 13.00% | ||
Balance, beginning | $ 150,000 | ||
Balance, ending | |||
Convertible Notes Payable (1) | |||
Original amount | $ 25,000 | ||
Issuance date | Nov. 20, 2015 | ||
Maturity date | Nov. 20, 2015 | ||
Interest rate | 6.00% | ||
Balance, beginning | |||
Balance, ending | 25,000 | ||
Convertible Notes Payable (2) | |||
Original amount | $ 25,000 | ||
Issuance date | Nov. 20, 2015 | ||
Maturity date | Nov. 20, 2015 | ||
Interest rate | 6.00% | ||
Balance, beginning | |||
Balance, ending | 25,000 | ||
Total, net | |||
Debt Discount, beginning | (20,549) | ||
Debt Discount, ending | (1,434) | ||
Balance, beginning | 488,253 | ||
Balance, ending | $ 178,566 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 18, 2016 | May 18, 2016 | Apr. 04, 2016 | Mar. 11, 2016 | Dec. 10, 2015 | Nov. 25, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2013 |
Notes Payable | ||||||||||||
Note amount | $ 150,000 | $ 185,950 | ||||||||||
Interest rate | 13.00% | 8.00% | ||||||||||
Default rate | 19.00% | |||||||||||
Debt issuance costs | $ 9,500 | |||||||||||
Debt discount from issuance costs | $ 29,079 | |||||||||||
Note balance | $ 150,000 | |||||||||||
Discount balance | $ 20,549 | |||||||||||
Stock issued in settlement of notes remaining principal and accrued interest, shares | 550,100 | |||||||||||
Stock issued in settlement of notes remaining principal and accrued interest, amount | $ 964,840 | |||||||||||
Convertible Notes Payable | ||||||||||||
Promissory note amount | $ 50,000 | |||||||||||
Interest rate | 6.00% | |||||||||||
Amount of loan paid down | $ 25,000 | |||||||||||
Debt conversion agreement to loan back repayment, amount | $ 25,000 | |||||||||||
Beneficial conversion feature discount | $ 1,615 | |||||||||||
Amortization of discount | $ 1,615 | |||||||||||
Principal balance conversion, amount | $ 50,000 | |||||||||||
Principal balance conversion, shares | 500,000 | |||||||||||
Principal balance conversion, exercise price | $ 0.10 | |||||||||||
Additional shares issued to note holders in settlement of remaining accrued interest and warrants | 500,000 | |||||||||||
Loss on settlement | $ 48,876 | |||||||||||
Company President | ||||||||||||
Notes Payable - Related Parties | ||||||||||||
Promissory notes, proceeds | $ 307,000 | 451,500 | ||||||||||
Expenses paid on behalf of Company | $ 10,000 | |||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Stock issued in settlement of portions of notes principal and accrued interest, shares | 201,847 | |||||||||||
Loss on settlement | $ 242,216 | |||||||||||
Promissory notes, remaining balance | $ 293,302 | |||||||||||
Related party | ||||||||||||
Notes Payable - Related Parties | ||||||||||||
Promissory notes, proceeds | $ 50,000 | $ 7,500 | ||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Promissory notes, remaining balance | $ 50,000 | $ 7,500 | ||||||||||
Shareholder | ||||||||||||
Notes Payable - Related Parties | ||||||||||||
Promissory notes, proceeds | $ 25,000 | $ 5,000 | ||||||||||
Interest rate | 5.00% | 5.00% |
STOCKHOLDERS' DEFICIT AND STO36
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Changes in options outstanding (Details) - Stock options | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of options outstanding, beginning | shares | 1,875,000 |
Number of options outstanding, beginning weighted average exercise price | $ / shares | $ 0.13 |
Granted | shares | 182,500 |
Granted, weighted average exercise price | $ / shares | $ 0.40 |
Expired | shares | |
Expired, weighted average exercise price | $ / shares | |
Number of options outstanding, ending | shares | 2,057,500 |
Number of options outstanding, ending weighted average exercise price | $ / shares | $ .16 |
Number exercisable | shares | 2,057,500 |
Exercise price | $ / shares | $ .16 |
STOCKHOLDERS' DEFICIT AND STO37
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Additional information regarding stock options (Details) - USD ($) | Oct. 02, 2016 | Sep. 16, 2016 | Jan. 02, 2016 | May 22, 2014 | Dec. 31, 2016 |
Options issued and outstanding | |||||
Number outstanding | 7,500 | 10,000 | 75,000 | 1,875,000 | 2,057,500 |
Number exercisable | 7,500 | 10,000 | 75,000 | 1,875,000 | 2,057,500 |
Exercise price | $ 1 | $ 1 | $ 0.33 | $ 0.13 | |
Weighted average remaining contractual life | 3 years | 3 years | 3 years | 2 years 4 months 17 days | |
Expiration date | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 20, 2019 | |
Proceeds to Company if exercised | $ 7,500 | $ 10,000 | $ 25,000 | $ 250,000 | $ 322,500 |
Options issued and outstanding (2) | |||||
Number outstanding | 90,000 | ||||
Number exercisable | 90,000 | ||||
Exercise price | $ 0.33 | ||||
Weighted average remaining contractual life | 3 years | ||||
Expiration date | Dec. 31, 2019 | ||||
Proceeds to Company if exercised | $ 30,000 |
STOCKHOLDERS' DEFICIT AND STO38
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Assumptions used to estimate fair value of stock-based awards (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Expected price volatility, minimum | 105.00% |
Expected price volatility, maximum | 297.00% |
Expected dividend yield | 0.00% |
Expected option life, minimum | 3 years |
Expected option life, maximum | 4 years |
Risk-free interest rate, minimum | 0.86% |
Risk-free interest rate, maximum | 1.08% |
STOCKHOLDERS' DEFICIT AND STO39
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Details Narrative) - USD ($) | Dec. 30, 2016 | Sep. 30, 2016 | Apr. 04, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2016 |
Common Stock | ||||||||||
Stock issued for consulting services, shares | 200,000 | |||||||||
Stock issued for consulting services, amount | $ 20,000 | |||||||||
Stock issued for consulting services, price per share | $ .10 | |||||||||
Stock issued for consulting services, shares exchanged pursuant to Securities Exchange Agreement | 150,000 | |||||||||
Stock issued for conversion of convertible notes, shares | 1,000,000 | |||||||||
Stock issued for conversion of convertible notes, amount | $ 50,000 | |||||||||
Stock issued for conversion of convertible notes, price per share | $ 0.10 | |||||||||
Stock issued for conversion of convertible notes, shares exchanged pursuant to Securities Exchange Agreement | 750,000 | |||||||||
Stock issued for conversion of convertible notes, loss on settlement | $ (48,872) | |||||||||
Stock issued for cash, shares | 150,000 | 275,000 | 450,000 | |||||||
Stock issued for cash, amount | $ 75,000 | $ 275,000 | $ 45,000 | |||||||
Stock issued for cash, price per share | $ .50 | $ 1 | $ .10 | |||||||
Stock issued for cash, shares exchanged pursuant to Securities Exchange Agreement | 337,500 | |||||||||
Company stock issued to stockholders of Paradigm, shares | 16,790,625 | |||||||||
Paradigm stock received in exchange for issuance of shares to Paradigm shareholders | 22,837,500 | |||||||||
Stock issued in settlement of notes payable, shares | 201,847 | 550,100 | ||||||||
Stock issued in settlement of notes payable, principal amount | $ 185,698 | $ 185,960 | ||||||||
Stock issued in settlement of notes payable, accrued interest | 16,149 | 64,180 | ||||||||
Stock issued in settlement of notes payable, loss on settlement | $ (242,216) | (964,840) | ||||||||
Stock Options | ||||||||||
Stock option expense | $ 48,703 | |||||||||
Options issued to related parties | ||||||||||
Stock Options | ||||||||||
Stock options issued, shares | 165,000 | |||||||||
Stock options issued, exercise price | $ 0.33 | |||||||||
Stock compensation expense recognized | 17,442 | $ 17,442 | $ 17,442 | |||||||
Options issued related to consulting agreement (1) | ||||||||||
Stock Options | ||||||||||
Stock options issued, shares | 10,000 | |||||||||
Stock compensation expense recognized | 16,940 | 16,940 | $ 16,940 | |||||||
Options issued related to consulting agreement (2) | ||||||||||
Stock Options | ||||||||||
Stock options issued, shares | 7,500 | |||||||||
Stock compensation expense recognized | $ 12,705 | $ 12,705 | $ 12,705 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future lease commitments (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingencies - Future Lease Commitments Details | |
2,017 | $ 74,100 |
2,018 | 57,600 |
2,019 | 52,800 |
Total | $ 184,500 |
COMMITMENTS AND CONTINGENCIES41
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Consulting fee | $ 24,000 | $ 16,500 | $ 50,000 | |||
Monthly consulting payment to individual | $ 2,500 | $ 2,500 | ||||
Options to purchase shares of Company stock granted, shares | 2,500 | 2,500 | ||||
Options to purchase shares of Company stock granted, price per share | $ 1 | $ 1 | ||||
Lease monthly amount, office space in Lenexa, Kansas | $ 1,500 | |||||
Lease monthly amount, space in Little River, South Carolina | $ 4,800 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 02, 2017USD ($) |
Subsequent Events [Abstract] | |
Consolidated promissory note amount | $ 293,302 |
Consolidated pomissory note, due date | Jan. 1, 2018 |
Consolidated promissory note, interest rate | 3.50% |