Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | BINGHAM CANYON CORP | |
Entity Central Index Key | 1,119,897 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 39,981,572 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 863 | $ 21,078 |
Accounts receivable, net | 5,808 | 4,018 |
Inventory | 226,573 | 42,706 |
Prepaid expenses | 4,773 | 7,152 |
Deposits | 77,543 | |
Total current assets | 238,017 | 152,497 |
FIXED ASSETS | ||
Equipment, net of depreciation | 72,074 | 78,250 |
OTHER ASSETS | ||
Intangible assets, net of accumulated amortization | 4,486,677 | 42,857 |
Deposits | 5,403 | 5,250 |
Total other assets | 4,492,080 | 48,107 |
TOTAL ASSETS | 4,802,171 | 278,854 |
CURRENT LIABILITIES | ||
Accounts payable | 75,926 | 52,144 |
Bank overdraft payable | 6,911 | |
Accrued expenses - related party | 8,777 | 2,486 |
Accrued expenses | 64,527 | 12,955 |
Notes payable - related party | 428,302 | 358,802 |
Note payable, net | 286,721 | |
Total current liabilities | 871,164 | 426,387 |
LONG TERM LIABILITIES | ||
Notes payable, net | 129,451 | |
TOTAL LIABILITIES | 871,164 | 555,838 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $.001 par value; 100,000,000 shares authorized; 39,927,572 and 37,117,572 issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 39,928 | 37,118 |
Additional paid-in capital | 9,080,532 | 3,708,882 |
Accumulated deficit | (5,189,453) | (4,022,984) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 3,931,007 | (276,984) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 4,802,171 | $ 278,854 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 39,927,572 | 37,117,572 |
Common stock, shares outstanding | 39,927,572 | 37,117,572 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Revenues - product | $ 10,872 | $ 69,963 | $ 22,229 | $ 79,061 |
Cost of Goods sold | 8,108 | 24,400 | 19,337 | 30,606 |
Gross profit | 2,764 | 45,563 | 2,892 | 48,455 |
OPERATING EXPENSES | ||||
General and administrative | 327,514 | 187,709 | 957,579 | 330,894 |
Research and development | 56,710 | 7,437 | 69,912 | 77,004 |
Depreciation and amortization | 87,080 | 7,952 | 113,424 | 13,559 |
Total operating expenses | 471,304 | 203,098 | 1,140,915 | 421,457 |
Net loss before other expenses | (468,540) | (157,535) | (1,138,023) | (373,002) |
OTHER EXPENSES | ||||
Interest expense | (16,575) | (10,886) | (28,446) | (15,095) |
Loss on settlement convertible debt | (48,872) | (48,872) | ||
Total other expenses | (16,575) | (59,758) | (28,446) | (63,967) |
Loss from operations before Income taxes | (485,115) | (217,293) | (1,166,469) | (436,969) |
Income taxes | ||||
NET LOSS | $ (485,115) | $ (217,293) | $ (1,166,469) | $ (436,969) |
Basic and diluted net loss per share | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Basic and diluted weighted average shares outstanding | 39,758,385 | 16,091,875 | 38,561,158 | 15,865,142 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,166,469) | $ (436,969) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 119,519 | 10,444 |
Amortization of debt discount | 7,270 | 3,115 |
Common stock issued for services | 20,000 | |
Stock-based compensation | 401,910 | 10,336 |
Expenses paid on behalf of Company | 4,610 | 2,500 |
Loss on settlement | 48,872 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,790) | (34,013) |
Inventory | (183,867) | (14,344) |
Prepaid expenses | 2,379 | (91) |
Deposits | 77,390 | (39,500) |
Accounts payable and accrued liabilities | 82,265 | 60,892 |
Accounts payable and accrued liabilities related party | 6,291 | 12,895 |
Deferred Revenue | (1,398) | |
Net cash used in operating activities | (650,492) | (357,261) |
Cash Flows from Investing Activities | ||
Purchase of fixed assets | (2,113) | (1,988) |
Purchase of intangible assets | (150,000) | |
Net cash used in investing activities | (152,113) | (1,988) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related parties | 100,000 | 249,000 |
Proceeds from notes payable | 150,000 | 120,921 |
Repayment of notes payable - related parties | (35,110) | (64,000) |
Common stock issued for cash | 567,500 | 45,000 |
Net cash provided by financing activities | 782,390 | 350,921 |
Net increase in cash | (20,215) | (8,328) |
Cash and cash equivalents at beginning of period | 21,078 | 42,486 |
Cash and cash equivalents at end of period | 863 | 34,158 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 11,280 | 8,539 |
Cash paid for Income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Common stock issued in conversion of debt | 50,000 | |
Debt discount from issuance costs | 29,079 | |
Common stock issued for intellectual property | $ 4,405,050 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited interim condensed consolidated financial statements of Bingham Canyon Corporation (“the Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet, statements of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements as reported in its Form 10-K, filed April 14, 2017. Nature of Operations On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”) to effect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’s 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 reverse recapitalization, 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 also leases office, research and development and production space in Little River, South Carolina. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm holds 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. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Principles of Consolidations The accompanying consolidated financial statements include the accounts of Bingham Canyon Corporation (“Parent”) and its wholly owned subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm” or “Subsidiary”). All intercompany accounts have been eliminated upon consolidation. Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents are considered to be cash and a highly liquid security with original maturities of three months or less. There was cash of $863 and $21,078 as of June 30, 2017 and December 31, 2016, respectively. There were no cash equivalents as of June 30, 2017 and December 31, 2016. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the allowance for doubtful accounts was $12,000 at June 30, 2017 and December 31, 2016. Inventory The inventory consists of raw materials $66,773 and finished goods $159,800 in the amount of $226,573 at June 30, 2017. Inventory is valued based upon first-in first-out (“FIFO”) cost, not in excess of market. The Company recorded a reserve allowance against inventory of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively. Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures,” Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair 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. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016. Valuation of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of June 30, 2017 and December 31, 2016. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes may be required. Property and Equipment Property and equipment are stated at purchased cost and depreciated on a straight-line method over estimated useful lives ranging from 5 to 15 years. Upon disposition of property and equipment, related gains and losses are recorded in the results of operations. Accumulated depreciation for period ending June 30, 2017 and December 31, 2016 were $38,768 and $30,479, respectively. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred. Intangible Assets Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over estimated useful lives of 1 to 15 years. These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by the projected undiscounted net future cash flows. The Company recorded impairment expense of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively. Accumulated amortization was $218,812 and $107,582 as of June 30, 2017 and December 31, 2016, respectively. Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided or goods delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue from the sale of products is recorded at the time of shipment to the customers. Revenue from contracts to license technology to others is immediately recognized since it is a non-refundable deposit. Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. The weighted-average number of common shares outstanding for computing basic EPS was 38,561,158 at June 30, 2017 as compared to 15,865,142 at June 30, 2016. At June 30, 2017 and June 30, 2016 there were 1,444,750 and 1,875,000 common stock equivalents from stock options that were excluded from the diluted EPS calculation as their effect is anti-dilutive. Recent Accounting Pronouncements In March, 2016, the FASB issued ASU 2016-09, "Stock Compensation." ASU 2016-09 was issued to simplify the accounting for stock compensation. It focuses on income tax accounting, award classification, estimating forfeitures, and cash flow presentation. For public companies, ASU 2016-09 became effective for annual periods beginning after December 15, 2016 and for interim periods within those annual periods. The Company adopted ASU 2016-09 effective January 1, 2017. ASU 2016-09 has no material effect on the Company’s financial statements. In January, 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 issues an initial required screen that, if met, eliminates the need for further assessment. Under the new guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset, or group of similar assets, the assets acquired would not represent a business. A public company with a calendar year end and which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-01 effective January 1, 2018. Early adoption is permitted for interim or annual dates after September 30, 2016. The Company adopted ASU 2017-01 effective January 1, 2017. In January, 2017, the FASB issued ASU 2017-04, “Intangible, Goodwill & Other.” ASU 2017-04 simplifies how all entities assess impairment by implementing a one-step test. As amended, the impairment test will compare the fair value with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds fair value. A public company which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-04 for its annual or interim period within its annual period in fiscal years beginning December 31, 2019. Early adoption is permitted for interim or annual dates after January 1, 2017. The Company adopted ASU 2017-04 effective January 1, 2017. ASU 2017-04 has no material effect in the Company’s financial statements. 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 the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception of $5,189,453 and has negative cash flows from operations. As of June 30, 2017, the Company had a working capital deficit of $633,147. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. 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. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Property and Equipment consist of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Machinery and equipment $ 94,786 $ 92,673 Office equipment and furniture 13,656 13,656 Leasehold improvements 2,400 2,400 Property and Equipment, at Cost 110,842 108,729 Less: Accumulated Depreciation (38,768 ) (30,479 ) Property and Equipment, Net $ 72,074 $ 78,250 Depreciation expense was $8,289 for the six months ended June 30, 2017, of which $6,095 is included in cost of goods sold and $2,194 is included in operating expenses. Depreciation expense was $7,096 for the six months ended June 30, 2016, of which nil is included in cost of goods sold and $7,096 is included in operating expenses. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4. INTANGIBLE ASSETS On March 10, 2017, the Company entered into a three year Efficacy Test Data License Agreement and Efficacy Test Data Assignment Agreement (the “Agreement”) with a third party for $25,000. Under the Agreement, the Company can use certain Efficacy Test Data and purchases the rights to other Efficacy Test Data to be added to its EPA Registration number 83241-4. The Company paid $25,000 for the use of certain Efficacy Test Data and purchase of other Efficacy Test Data. The $25,000 was paid on April 28, 2017. On March 13, 2017, the Company entered into a Registration Transfer Agreement (“Transfer Agreement”) and a Data License and Assignment Agreement (“Data Agreement”) with a third party. Pursuant to the Transfer Agreement, the Company received United States Environmental Protection Agency’s (“EPA”) Registration number 82341-4 for Excelyte® VET for a one-time fee of $125,000. The Company agreed to pay $75,000 at the time of executing the agreement and remaining $50,000 within 30 days. The $50,000 was paid on April 7, 2017. On April 6, 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at $1.96 per share ($4,405,050) to Annihilyzer Inc. in order to close on the amended agreement dated April 6, 2017. Pursuant to the terms of the Agreement, as amended, the Registrant acquired an Annihilyzer patent and all associated intellectual property. In addition, Paradigm Convergence Technologies Corporation (Paradigm) granted Annihilyzer, Inc, a three-year license and sub-registration under Paradigm’s EPA Product Registration #82341-4. Annihilyzer, Inc. had no activity under this sub-registration agreement as of June 30, 2017. The components of intangible assets at June 30, 2017 and December 31, 2016 were as follows: June 30, 2017 December 31, 2016 Patents $ 4,505,489 $ 100,439 Technology rights 200,000 50,000 Intangibles, at Cost 4,705,489 150,439 Less Accumulated Amortization (218,812 ) (107,582 ) Net Carrying Amount $ 4,486,677 $ 42,857 Amortization expense was $111,230 and $6,463 for the six months ended June 30, 2017 and June 30, 2016, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5. NOTES PAYABLE The following tables summarize notes payable as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Notes payable, related parties $ 428,302 $ 358,802 Notes payable 300,000 150,000 Subtotal 728,302 508,802 Less debt discount (13,279 ) (20,549 ) Subtotal, net 715,023 488,253 Less current portion (715,023 ) (358,802 ) Net Long-Term Liabilities, net $ — $ 129,451 Original Issuance Maturity Interest Balance Balance Type Amount Date Date Rate 06/30/2017 12/31/2016 Notes Payable, Related Party $ 25,000 12/10/15 06/10/16 5.00 % $ — $ 8,000 Notes Payable, Related Party 7,500 03/11/16 09/11/16 5.00 % — — Notes Payable, Related Party 50,000 10/18/16 08/18/17 5.00 % 50,000 50,000 Notes Payable, Related Party 293,302 01/01/17 01/01/18 3.50 % 278,302 293,302 Notes Payable, Related Party 25,000 04/12/17 10/12/17 5.00 % 25,000 — Notes Payable, Related Party 25,000 04/27/17 04/27/18 3.00 % 25,000 — Notes Payable, Related Party 15,000 05/15/17 05/15/18 5.00 % 15,000 — Notes Payable, Related Party 10,000 06/12/17 06/12/18 3.00 % 10,000 — Notes Payable, Related Party 25,000 06/13/17 07/31/17 3.00 % 25,000 — Notes Payable 150,000 05/18/16 06/01/18 13.00 % 150,000 150,000 Notes Payable 25,000 05/08/17 07/08/17 0 % 25,000 — Notes Payable 125,000 05/15/17 08/31/17 10.00 % 125,000 — Subtotal 728,302 508,802 Debt Discount (13,279 ) (20,549 ) Total Notes Payable, Net $ 715,023 $ 488,253 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 broker’s 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 June 30, 2017, the note has a remaining balance of $150,000 and a debt discount balance of $13,279. On May 8, 2017, the Company entered into a 2-month term promissory note with a non-related party for $25,000 to be used in operations. The note is secured by 50,000 shares of common stock as collateral and guarantees interest in the amount of $2,500 at the time of repayment. As of June 30, 2017, the note has a remaining balance of $25,000. On May 15, 2017, the Company entered into a 45-day promissory note with a related party for $125,000 to be used in operations. The note was extended on August 1, 2017 and is now due on August 31, 2017. The note is unsecured and bears an interest rate of 10% per annum. As of June 30, 2017, the note has a remaining balance of $125,000. Notes Payable – Related Parties 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 was extended on April 18, 2017 and is now due on August 18, 2017. The note is unsecured and bears an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $50,000. On January 1, 2017, the Company consolidated its outstanding promissory notes with the Company’s President and CEO, into one promissory note totaling $293,302. The note is due January 1, 2018 and will accrue interest at 3.5% per annum. As of June 30, 2017, the note has a remaining balance of $278,302. On April 12, 2017, the Company entered into a 6-month term promissory note with a related party for $25,000 to be used in operations. The note is unsecured, is due on or before October 12, 2017, and bears an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $25,000. On April 27, 2017 the Company entered into a one-year term promissory note with a related party for $25,000 to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017, the note has a remaining balance of $25,000. On May 15, 2017, the Company entered into a one-year term promissory note with a related party for $15,000 to be used in operations. The note is unsecured and bears interest at an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $15,000. On June 12, 2017 the Company entered into a one-year term promissory note with a related party for $10,000 to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017, the note has a remaining balance of $10,000. On June 13, 2017, the Company entered into a short-term promissory note with a related party for $25,000 due on July 31, 2017, to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017 the note has a remaining balance of $25,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 5, 7, and 9. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock The Company has 100,000,000 shares of common stock authorized with a par value of $0.001 per share. As of June 30, 2017 and December 31, 2016 there were 39,927,572 and 37,117,572 shares of common stock issued respectively. On January 6, 2017, the Company issued 25,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $25,000. From January 26, 2017, through March 13, 2017, the Company issued a combined total of 400,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $400,000. On April 6, 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at $1.96 per share ($4,405,050) to Annihilyzer Inc. in order to close on the amended agreement dated April 6, 2017. See also note 4. On April 12, 2017, the Company issued 100,000 shares of common stock at $1.00 per share to a related party for proceeds of $100,000. On April 14, 2017, the Company issued 5,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $5,000. On June 16, 2017, the Company issued 20,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $25,000. On June 27, 2017, the Company issued 10,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $12,500. Stock Options On January 1, 2017 the Company issued 30,000 stock options to a related party with an exercise price of $2.00 per share. The options vest on January 1, 2018. 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 June 30, 2017, the Company recognized $28,110 in compensation expense, leaving $28,110 in compensation expense to be recognized through December 31, 2017. On January 26, 2017, the Company issued 200,000 stock options to a related party with an exercise price of $2.00 per share. The options vested immediately. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. As of June 30, 2017, the Company recognized $373,800 in compensation expense, leaving $0 in remaining compensation expense. In applying the Black-Scholes methodology to the options granted through June 30, 2017, the fair value of our stock-based awards was estimated using the following assumptions ranging from: Risk-free interest rate 1.22 - 1.95% Expected option life 2 - 5 years Expected dividend yield 0.00% Expected price volatility 165.72 - 199.94% Below is a table summarizing the options issued and outstanding as of June 30, 2017: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 05/21/2014 1,875,000 1,875,000 0.13 1.88 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 2.50 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 2.50 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 2.50 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 2.50 12/31/2019 7,500 01/01/2017 30,000 — 2.00 1.51 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 4.58 01/26/2022 400,000 2,287,500 2,257,500 $ 782,500 The weighted average exercise prices are $0.34 and $0.32 for the options outstanding and exercisable, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES On November 21, 2016, the Company signed a lease for approximately 12,000 square feet of office, research & development, warehouse, and production 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On July 3, 2017, the Company entered into a one year term promissory note with a related party for $5,500 to be used in operations. The note is unsecured, is due on July 3, 2018, and bears an interest rate of 3% per annum. On July 3, 2017, the Company entered into a two month term promissory note with an unrelated party for $25,000 to be used in operations. The note is unsecured, is due on August 31, 2017, and bears an interest rate of 8% per annum. On July 13, 2017, the Company issued 24,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $30,000. On July 14, 2017, the Company entered into a 45 day term promissory note with an unrelated party for $10,000 to be used in operations. The note is unsecured, is due on August 31, 2017, and bears an interest rate of 8% per annum. On July 25, 2017, the Company entered into a two month term promissory note with a related party for $25,000 to be used in operations. The note is unsecured, is due on September 25, 2017, and bears an interest rate of 5% per annum. On July 27, 2017, the Company issued 30,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $37,500. |
NATURE OF BUSINESS AND SUMMAR15
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 effect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’s 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 reverse recapitalization, 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 also leases office, research and development and production space in Little River, South Carolina. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm holds 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. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. |
Principles of Consolidations | Principles of Consolidations The accompanying consolidated financial statements include the accounts of Bingham Canyon Corporation (“Parent”) and its wholly owned subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm” or “Subsidiary”). All intercompany accounts have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are considered to be cash and a highly liquid security with original maturities of three months or less. There was cash of $863 and $21,078 as of June 30, 2017 and December 31, 2016, respectively. There were no cash equivalents as of June 30, 2017 and December 31, 2016. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the allowance for doubtful accounts was $12,000 at June 30, 2017 and December 31, 2016. |
Inventory | Inventory The inventory consists of raw materials $66,773 and finished goods $159,800 in the amount of $226,573 at June 30, 2017. Inventory is valued based upon first-in first-out (“FIFO”) cost, not in excess of market. The Company recorded a reserve allowance against inventory of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively. |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures,” Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair 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. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016. |
Valuation of Long-lived Assets | Valuation of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of June 30, 2017 and December 31, 2016. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes may be required. |
Property and Equipment | Property and Equipment Property and equipment are stated at purchased cost and depreciated on a straight-line method over estimated useful lives ranging from 5 to 15 years. Upon disposition of property and equipment, related gains and losses are recorded in the results of operations. Accumulated depreciation for period ending June 30, 2017 and December 31, 2016 were $38,768 and $30,479, respectively. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred. |
Intangible Assets | Intangible Assets Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over estimated useful lives of 1 to 15 years. These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by the projected undiscounted net future cash flows. The Company recorded impairment expense of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively. Accumulated amortization was $218,812 and $107,582 as of June 30, 2017 and December 31, 2016, respectively. |
Research and Development | Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided or goods delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue from the sale of products is recorded at the time of shipment to the customers. Revenue from contracts to license technology to others is immediately recognized since it is a non-refundable deposit. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. The weighted-average number of common shares outstanding for computing basic EPS was 38,561,158 at June 30, 2017 as compared to 15,865,142 at June 30, 2016. At June 30, 2017 and June 30, 2016 there were 1,444,750 and 1,875,000 common stock equivalents from stock options that were excluded from the diluted EPS calculation as their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March, 2016, the FASB issued ASU 2016-09, "Stock Compensation." ASU 2016-09 was issued to simplify the accounting for stock compensation. It focuses on income tax accounting, award classification, estimating forfeitures, and cash flow presentation. For public companies, ASU 2016-09 became effective for annual periods beginning after December 15, 2016 and for interim periods within those annual periods. The Company adopted ASU 2016-09 effective January 1, 2017. ASU 2016-09 has no material effect on the Company’s financial statements. In January, 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 issues an initial required screen that, if met, eliminates the need for further assessment. Under the new guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset, or group of similar assets, the assets acquired would not represent a business. A public company with a calendar year end and which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-01 effective January 1, 2018. Early adoption is permitted for interim or annual dates after September 30, 2016. The Company adopted ASU 2017-01 effective January 1, 2017. In January, 2017, the FASB issued ASU 2017-04, “Intangible, Goodwill & Other.” ASU 2017-04 simplifies how all entities assess impairment by implementing a one-step test. As amended, the impairment test will compare the fair value with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds fair value. A public company which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-04 for its annual or interim period within its annual period in fiscal years beginning December 31, 2019. Early adoption is permitted for interim or annual dates after January 1, 2017. The Company adopted ASU 2017-04 effective January 1, 2017. ASU 2017-04 has no material effect in the Company’s financial statements. 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 the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | June 30, 2017 December 31, 2016 Machinery and equipment $ 94,786 $ 92,673 Office equipment and furniture 13,656 13,656 Leasehold improvements 2,400 2,400 Property and Equipment, at Cost 110,842 108,729 Less: Accumulated Depreciation (38,768 ) (30,479 ) Property and Equipment, Net $ 72,074 $ 78,250 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of intangible assets | June 30, 2017 December 31, 2016 Patents $ 4,505,489 $ 100,439 Technology rights 200,000 50,000 Intangibles, at Cost 4,705,489 150,439 Less Accumulated Amortization (218,812 ) (107,582 ) Net Carrying Amount $ 4,486,677 $ 42,857 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable Tables | |
Summary of notes payable | June 30, 2017 December 31, 2016 Notes payable, related parties $ 428,302 $ 358,802 Notes payable 300,000 150,000 Subtotal 728,302 508,802 Less debt discount (13,279 ) (20,549 ) Subtotal, net 715,023 488,253 Less current portion (715,023 ) (358,802 ) Net Long-Term Liabilities, net $ — $ 129,451 |
Notes payable | Original Issuance Maturity Interest Balance Balance Type Amount Date Date Rate 06/30/2017 12/31/2016 Notes Payable, Related Party $ 25,000 12/10/15 06/10/16 5.00 % $ — $ 8,000 Notes Payable, Related Party 7,500 03/11/16 09/11/16 5.00 % — — Notes Payable, Related Party 50,000 10/18/16 08/18/17 5.00 % 50,000 50,000 Notes Payable, Related Party 293,302 01/01/17 01/01/18 3.50 % 278,302 293,302 Notes Payable, Related Party 25,000 04/12/17 10/12/17 5.00 % 25,000 — Notes Payable, Related Party 25,000 04/27/17 04/27/18 3.00 % 25,000 — Notes Payable, Related Party 15,000 05/15/17 05/15/18 5.00 % 15,000 — Notes Payable, Related Party 10,000 06/12/17 06/12/18 3.00 % 10,000 — Notes Payable, Related Party 25,000 06/13/17 07/31/17 3.00 % 25,000 — Notes Payable 150,000 05/18/16 06/01/18 13.00 % 150,000 150,000 Notes Payable 25,000 05/08/17 07/08/17 0 % 25,000 — Notes Payable 125,000 05/15/17 08/31/17 10.00 % 125,000 — Subtotal 728,302 508,802 Debt Discount (13,279 ) (20,549 ) Total Notes Payable, Net $ 715,023 $ 488,253 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Assumptions used to estimate fair value of stock-based awards | Risk-free interest rate 1.22 - 1.95% Expected option life 2 - 5 years Expected dividend yield 0.00% Expected price volatility 165.72 - 199.94% |
Summary of options issued and outstanding | Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 05/21/2014 1,875,000 1,875,000 0.13 1.88 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 2.50 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 2.50 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 2.50 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 2.50 12/31/2019 7,500 01/01/2017 30,000 — 2.00 1.51 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 4.58 01/26/2022 400,000 2,287,500 2,257,500 $ 782,500 |
NATURE OF BUSINESS AND SUMMAR20
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 863 | $ 34,158 | $ 21,078 | $ 42,486 |
Cash equivalents | ||||
Allowance for doubtful accounts | 12,000 | 12,000 | ||
Raw materials | 66,773 | |||
Finished goods | 159,800 | |||
Inventory total | 226,573 | 42,706 | ||
Reserve allowance for inventory | ||||
Accumulated depreciation of property and equipment | (38,768) | (30,479) | ||
Impairment expense | ||||
Accumulated amortization of intangible assets | $ (218,812) | $ (107,582) | ||
Antidilutive securities excluded from calculation of earnings per share | 1,444,750 | 1,875,000 | ||
Exercise price, minimum | ||||
Nature of Operations | ||||
Exercise prices of options issued | $ 0.133 | |||
Exercise prices of options received | 0.10 | |||
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 ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses incurred since inception | $ (5,189,453) | $ (4,022,984) |
Working capital deficit | $ (633,147) |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 94,786 | $ 92,673 |
Office equipment and furniture | 13,656 | 13,656 |
Leasehold improvements | 2,400 | 2,400 |
Property and Equipment, at Cost | 110,842 | 108,729 |
Less: Accumulated Depreciation | (38,768) | (30,479) |
Property and Equipment, Net | $ 72,074 | $ 78,250 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 8,289 | $ 7,096 |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of intangible assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,505,489 | $ 100,439 |
Technology rights | 200,000 | 50,000 |
Intangible, at Cost | 4,705,489 | 150,439 |
Less: Accumulated Amortization | (218,812) | (107,582) |
Net Carrying Amount | $ 4,486,677 | $ 42,857 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Intangible Assets Details Narrative | ||
One-time fee for Transfer and Data Agreements | $ 125,000 | |
One-time fee for license to utilize test data | $ 25,000 | |
Intangible assets acquired, shares issued | 2,250,000 | |
Intangible assets acquired, price per share | $ 1.96 | |
Intangible assets acquired, value of shares | $ 4,405,050 | |
Amortization expense | $ 111,230 | $ 6,463 |
NOTES PAYABLE - Summary of note
NOTES PAYABLE - Summary of notes payable (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Notes Payable - Summary Of Notes Payable Details | ||
Notes payable, related parties | $ 428,302 | $ 358,802 |
Notes payable | 300,000 | 150,000 |
Subtotal | 728,302 | 508,802 |
Less debt discount | (13,279) | (20,549) |
Subtotal, net | 715,023 | 488,253 |
Less current portion | (715,023) | (358,802) |
Net Long-Term Liabilities, net | $ 129,451 |
NOTES PAYABLE - Notes payable (
NOTES PAYABLE - Notes payable (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Notes Payable, Related Party (1) | |
Original amount | $ 25,000 |
Issuance date | Dec. 10, 2015 |
Maturity date | Jun. 10, 2016 |
Interest rate | 5.00% |
Balance, beginning | $ 8,000 |
Balance, ending | |
Notes Payable, Related Party (2) | |
Original amount | $ 7,500 |
Issuance date | Mar. 11, 2016 |
Maturity date | Sep. 11, 2016 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (3) | |
Original amount | $ 50,000 |
Issuance date | Oct. 18, 2016 |
Maturity date | Aug. 18, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 50,000 |
Balance, ending | 50,000 |
Notes Payable, Related Party (4) | |
Original amount | $ 293,302 |
Issuance date | Jan. 1, 2017 |
Maturity date | Jan. 1, 2018 |
Interest rate | 3.50% |
Balance, beginning | $ 293,302 |
Balance, ending | 278,302 |
Notes Payable, Related Party (5) | |
Original amount | $ 25,000 |
Issuance date | Apr. 12, 2017 |
Maturity date | Oct. 12, 2017 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable, Related Party (6) | |
Original amount | $ 25,000 |
Issuance date | Apr. 27, 2017 |
Maturity date | Apr. 27, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable, Related Party (7) | |
Original amount | $ 15,000 |
Issuance date | May 15, 2017 |
Maturity date | May 15, 2018 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 15,000 |
Notes Payable, Related Party (8) | |
Original amount | $ 10,000 |
Issuance date | Jun. 12, 2017 |
Maturity date | Jun. 12, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 10,000 |
Notes Payable, Related Party (9) | |
Original amount | $ 25,000 |
Issuance date | Jun. 13, 2017 |
Maturity date | Jul. 31, 2017 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable (1) | |
Original amount | $ 150,000 |
Issuance date | May 18, 2016 |
Maturity date | Jun. 1, 2018 |
Interest rate | 13.00% |
Balance, beginning | $ 150,000 |
Balance, ending | 150,000 |
Notes Payable (2) | |
Original amount | $ 25,000 |
Issuance date | May 8, 2017 |
Maturity date | Jul. 8, 2017 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable (3) | |
Original amount | $ 125,000 |
Issuance date | May 15, 2017 |
Maturity date | Aug. 31, 2017 |
Interest rate | 10.00% |
Balance, beginning | |
Balance, ending | 125,000 |
Subtotal | |
Balance, beginning | 508,802 |
Balance, ending | 728,302 |
Total, net | |
Debt Discount, beginning | (20,549) |
Debt Discount, ending | (13,279) |
Balance, beginning | 488,253 |
Balance, ending | $ 715,023 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 13, 2017 | Jun. 12, 2017 | May 15, 2017 | May 08, 2017 | Apr. 27, 2017 | Apr. 12, 2017 | Oct. 18, 2016 | May 18, 2016 | Jan. 02, 2017 | Jun. 30, 2017 |
Notes Payable (1) | ||||||||||
Notes Payable | ||||||||||
Note amount | $ 150,000 | |||||||||
Interest rate | 13.00% | |||||||||
Default rate | 19.00% | |||||||||
Debt issuance costs | $ 9,500 | |||||||||
Debt discount from issuance costs | $ 29,079 | |||||||||
Note balance | $ 150,000 | |||||||||
Discount balance | 13,279 | |||||||||
Notes Payable (2) | ||||||||||
Notes Payable | ||||||||||
Note amount | $ 25,000 | |||||||||
Shares of common stock secured as collateral | 50,000 | |||||||||
Guaranteed interest amount at time of repayment | $ 2,500 | |||||||||
Note balance | 25,000 | |||||||||
Notes Payable (3) | ||||||||||
Notes Payable | ||||||||||
Note amount | $ 125,000 | |||||||||
Interest rate | 10.00% | |||||||||
Note balance | 125,000 | |||||||||
Related party (1) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 50,000 | |||||||||
Interest rate | 5.00% | |||||||||
Promissory notes, remaining balance | 50,000 | |||||||||
President and CEO notes consolidation | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory note, consolidated amount | $ 293,302 | |||||||||
Interest rate | 3.50% | |||||||||
Promissory notes, remaining balance | 278,302 | |||||||||
Related party (2) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 25,000 | |||||||||
Interest rate | 5.00% | |||||||||
Promissory notes, remaining balance | 25,000 | |||||||||
Related party (3) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 25,000 | |||||||||
Interest rate | 3.00% | |||||||||
Promissory notes, remaining balance | 25,000 | |||||||||
Related party (4) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 15,000 | |||||||||
Interest rate | 5.00% | |||||||||
Promissory notes, remaining balance | 15,000 | |||||||||
Related party (5) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 10,000 | |||||||||
Interest rate | 3.00% | |||||||||
Promissory notes, remaining balance | 10,000 | |||||||||
Related party (6) | ||||||||||
Notes Payable - Related Parties | ||||||||||
Promissory notes, proceeds | $ 25,000 | |||||||||
Interest rate | 3.00% | |||||||||
Promissory notes, remaining balance | $ 25,000 |
STOCKHOLDERS' DEFICIT - Assumpt
STOCKHOLDERS' DEFICIT - Assumptions used to estimate fair value of stock-based awards (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Expected price volatility, minimum | 165.72% |
Expected price volatility, maximum | 199.94% |
Expected dividend yield | 0.00% |
Expected option life, minimum | 2 years |
Expected option life, maximum | 5 years |
Risk-free interest rate, minimum | 1.22% |
Risk-free interest rate, maximum | 1.95% |
STOCKHOLDERS' DEFICIT - Summary
STOCKHOLDERS' DEFICIT - Summary of options issued and outstanding (Details) - USD ($) | Jan. 27, 2017 | Jan. 02, 2017 | Oct. 02, 2016 | Sep. 16, 2016 | Jan. 02, 2016 | May 22, 2014 | Jun. 30, 2017 |
Options issued and outstanding | |||||||
Number outstanding | 200,000 | 30,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | 2,287,500 |
Number exercisable | 200,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | 2,257,500 | |
Exercise price | $ 2 | $ 2 | $ 1 | $ 1 | $ 0.33 | $ 0.13 | |
Weighted average remaining contractual life | 4 years 6 months 29 days | 1 year 6 months 4 days | 2 years 6 months | 2 years 6 months | 2 years 6 months | 1 year 10 months 17 days | |
Expiration date | Jan. 26, 2022 | Jan. 1, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 20, 2019 | |
Proceeds to Company if exercised | $ 400,000 | $ 60,000 | $ 7,500 | $ 10,000 | $ 30,000 | $ 250,000 | $ 782,500 |
Options issued and outstanding (2) | |||||||
Number outstanding | 75,000 | ||||||
Number exercisable | 75,000 | ||||||
Exercise price | $ 0.33 | ||||||
Weighted average remaining contractual life | 2 years 6 months | ||||||
Expiration date | Dec. 31, 2019 | ||||||
Proceeds to Company if exercised | $ 25,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jun. 27, 2017 | Jun. 16, 2017 | Apr. 14, 2017 | Apr. 12, 2017 | Apr. 06, 2017 | Jan. 27, 2017 | Jan. 07, 2017 | Jan. 02, 2017 | Mar. 13, 2017 | Jun. 30, 2017 |
Common stock issued to unrelated party for cash proceeds, shares | 10,000 | 20,000 | 5,000 | 100,000 | 25,000 | 400,000 | ||||
Common stock issued to unrelated party for cash proceeds, price per share | $ 1.25 | $ 1.25 | $ 1 | $ 1 | $ 1 | $ 1 | ||||
Common stock issued to unrelated party for cash proceeds, amount | $ 12,500 | $ 25,000 | $ 5,000 | $ 100,000 | $ 25,000 | $ 400,000 | ||||
Common stock issued to aquire intellectual property, shares | 2,250,000 | |||||||||
Common stock issued to aquire intellectual property, price per share | $ 1.96 | |||||||||
Common stock issued to aquire intellectual property, value of shares | $ 4,405,050 | |||||||||
Stock Options | ||||||||||
Weighted average exercise prices of options outstanding | $ .34 | |||||||||
Weighted average exercise prices of options exercisable | $ .32 | |||||||||
Options issued to related parties (1) | ||||||||||
Stock Options | ||||||||||
Stock options issued, shares | 30,000 | |||||||||
Stock options issued, exercise price | $ 2 | |||||||||
Stock compensation expense recognized | $ 28,110 | |||||||||
Remaining stock compensation expense | 28,110 | |||||||||
Options issued to related parties (2) | ||||||||||
Stock Options | ||||||||||
Stock options issued, shares | 200,000 | |||||||||
Stock options issued, exercise price | $ 2 | |||||||||
Stock compensation expense recognized | 373,800 | |||||||||
Remaining stock compensation expense | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly lease amount for Little River, South Carolina space | $ 4,800 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 27, 2017 | Jul. 25, 2017 | Jul. 14, 2017 | Jul. 13, 2017 | Jul. 03, 2017 | Jun. 27, 2017 | Jun. 16, 2017 | Apr. 14, 2017 | Apr. 12, 2017 | Jan. 07, 2017 | Mar. 13, 2017 |
Stock issued for cash proceeds, shares | 10,000 | 20,000 | 5,000 | 100,000 | 25,000 | 400,000 | |||||
Related Party (1) | |||||||||||
Promissory note, amount | $ 5,500 | ||||||||||
Due date | Jul. 3, 2018 | ||||||||||
Interest rate | 3.00% | ||||||||||
Unrelated Party (1) | |||||||||||
Promissory note, amount | $ 25,000 | ||||||||||
Due date | Aug. 31, 2017 | ||||||||||
Interest rate | 8.00% | ||||||||||
Unrelated Party (2) | |||||||||||
Stock issued for cash proceeds, shares | 24,000 | ||||||||||
Stock issued for cash proceeds, price per share | $ 1.25 | ||||||||||
Stock issued for cash proceeds, amount | $ 30,000 | ||||||||||
Unrelated Party (3) | |||||||||||
Promissory note, amount | $ 10,000 | ||||||||||
Due date | Aug. 31, 2017 | ||||||||||
Interest rate | 8.00% | ||||||||||
Related Party (2) | |||||||||||
Promissory note, amount | $ 25,000 | ||||||||||
Due date | Sep. 25, 2017 | ||||||||||
Interest rate | 5.00% | ||||||||||
Unrelated Party (4) | |||||||||||
Stock issued for cash proceeds, shares | 30,000 | ||||||||||
Stock issued for cash proceeds, price per share | $ 1.25 | ||||||||||
Stock issued for cash proceeds, amount | $ 37,500 |