Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | PCT LTD | ||
Entity Central Index Key | 0001119897 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
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 | ||
Is Entity Emerging Growth Company? | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Public Float | $ 11,854,623 | ||
Entity Common Stock, Shares Outstanding | 51,643,048 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 4,893 | $ 7,838 |
Accounts receivable | 49,140 | 12,637 |
Inventory | 7,105 | 10,526 |
Prepaid expenses | 218,494 | 7,210 |
Other Assets | 2,110 | 2,110 |
Total current assets | 281,742 | 40,321 |
FIXED ASSETS | ||
Property and equipment, net | 499,972 | 383,254 |
OTHER ASSETS | ||
Intangible assets, net | 4,059,775 | 4,325,107 |
Deposits | 5,499 | 5,499 |
Total other assets | 4,065,274 | 4,330,606 |
TOTAL ASSETS | 4,846,988 | 4,754,181 |
CURRENT LIABILITIES | ||
Accounts payable | 350,593 | 134,613 |
Accrued expenses - related party | 54,033 | 8,656 |
Accrued expenses | 362,436 | 178,712 |
Notes payable - related party | 93,000 | 713,000 |
Convertible notes payable, net | 161,280 | |
Notes payable | 399,664 | 421,217 |
Derivative liability | 322,976 | |
Preferred stock liability | 144,352 | |
Total current liabilities | 1,888,334 | 1,456,198 |
Commitments and Contingencies | ||
LONG TERM LIABILITIES | ||
Notes payable - related parties, net of current portion | 733,826 | |
Notes payable, net of current portion | 126,707 | |
Convertible notes payable, net of current portions | 392,534 | |
TOTAL LIABILITIES | 3,141,401 | 1,456,198 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 10,000,000 authorized; Nil issued and outstanding at December 31, 2018 and December 31, 2017, respectively | ||
Common stock, $0.001 par value; 300,000,000 authorized; 44,559,238 and 41,179,238 issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 44,560 | 41,180 |
Additional paid-in capital | 11,588,030 | 10,001,323 |
Accumulated deficit | (9,927,003) | (6,744,520) |
TOTAL STOCKHOLDERS' EQUITY | 1,705,587 | 3,297,983 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,846,988 | $ 4,754,181 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 44,559,238 | 41,179,238 |
Common stock, shares outstanding | 44,559,238 | 41,179,238 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUES | ||
Product | $ 131,006 | $ 92,605 |
Licensing | 39,000 | 20,500 |
Equipment leases | 96,116 | 10,000 |
Total revenue | 266,122 | 123,105 |
OPERATING EXPENSES | ||
General and administrative | 2,509,924 | 1,745,792 |
Research and development | 14,000 | 315,385 |
Costs of product, licensing and equipment | 73,433 | 39,240 |
Depreciation and amortization | 336,708 | 291,590 |
Total operating expenses | 2,934,065 | 2,392,007 |
Loss from operations | (2,667,943) | (2,268,902) |
OTHER EXPENSES | ||
Interest expense | (207,212) | (81,201) |
Loss on change in fair value of derivative liability | (222,976) | |
Loss on change in fair value of preferred stock liability | (84,352) | |
Other expense | (371,433) | |
Total other expenses | (514,540) | (452,634) |
Loss from operations before income taxes | (3,182,483) | (2,721,536) |
Income taxes | ||
NET LOSS | $ (3,182,483) | $ (2,721,536) |
Basic and diluted net loss per share | $ (0.07) | $ (0.07) |
Basic and diluted weighted average shares outstanding | 43,513,512 | 39,430,536 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2016 | 37,117,572 | |||
Beginning balance, amount at Dec. 31, 2016 | $ 37,118 | $ 3,708,882 | $ (4,022,984) | $ (276,984) |
Common stock issued for cash, shares | 1,474,000 | |||
Common stock issued for cash, amount | $ 1,474 | 1,088,526 | 1,090,000 | |
Common stock issued for intellectual property, shares | 2,250,000 | |||
Common stock issued for intellectual property, amount | $ 2,250 | 4,402,800 | 4,405,050 | |
Common stock issued for other expenses, shares | 337,666 | |||
Common stock issued for other expenses, amount | $ 338 | 371,095 | 371,433 | |
Common stock issued for services, amount | ||||
Beneficial conversion features | ||||
Stock-based compensation | 430,020 | 430,020 | ||
Net loss | (2,721,536) | (2,721,536) | ||
Ending balance, shares at Dec. 31, 2017 | 41,179,238 | |||
Ending balance, amount at Dec. 31, 2017 | $ 41,180 | 10,001,323 | (6,744,520) | $ 3,297,983 |
Common stock issued for cash, shares | 230,000 | 110,000 | ||
Common stock issued for cash, amount | $ 230 | 114,770 | $ 115,000 | |
Common stock issued for intellectual property, amount | ||||
Common stock issued for other expenses, amount | ||||
Common stock issued for services, shares | 3,150,000 | |||
Common stock issued for services, amount | $ 3,150 | 1,396,850 | 1,400,000 | |
Beneficial conversion features | 75,087 | 75,087 | ||
Net loss | (3,182,483) | (3,182,483) | ||
Ending balance, shares at Dec. 31, 2018 | 44,559,238 | |||
Ending balance, amount at Dec. 31, 2018 | $ 44,560 | $ 11,588,030 | $ (9,927,003) | $ 1,705,587 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,182,483) | $ (2,721,536) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 336,708 | 291,590 |
Amortization of debt discount | 62,681 | 14,266 |
Bad debt expense | 3,000 | |
Common stock issued for services | 1,182,875 | |
Stock-based compensation | 430,020 | |
Common stock issued for other expense | 371,433 | |
Loss on change in fair value of derivative liability | 222,976 | |
Loss on change in fair value of preferred stock liability | 84,352 | |
Expenses paid on behalf of Company | 14,722 | |
Impairment loss | 26,550 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (39,503) | (8,619) |
Inventory | 15,220 | (161,164) |
Prepaid expenses | 5,841 | (58) |
Deposits | 75,184 | |
Accounts payable | 215,980 | 84,316 |
Accrued expenses | 183,724 | 176,660 |
Accrued expenses - related parties | 45,377 | |
Net cash used in operating activities | (836,702) | (1,433,186) |
Cash Flows from Investing Activities | ||
Purchase of fixed assets | (181,443) | (132,297) |
Purchase of intangible assets | (45,000) | (150,000) |
Net cash used in investing activities | (226,443) | (282,297) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related party | 124,000 | 530,500 |
Proceeds from notes payable | 356,200 | 262,500 |
Proceeds from convertible notes payable | 510,000 | |
Repayment of notes payable - related parties | (17,000) | (55,722) |
Repayment of notes payable | (20,000) | (125,035) |
Repayment of convertible notes | (68,000) | |
Proceeds from preferred stock subscriptions | 60,000 | |
Proceeds from issuance of common stock | 115,000 | 1,090,000 |
Net cash provided by financing activities | 1,060,200 | 1,702,243 |
Net change in cash | (2,945) | (13,240) |
Cash and cash equivalents at beginning of period | 7,838 | 21,078 |
Cash and cash equivalents at end of period | 4,893 | 7,838 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 55,608 | 33,389 |
Cash paid for Income taxes | ||
Non-Cash Investing and Financing Activities | ||
Beneficial conversion feature | 75,087 | |
Extinguishment of notes payable | 250,000 | |
Original debt discount against notes payable | 20,000 | |
Original debt discount against notes payable - related parties | 13,464 | |
Common stock issued for prepaid expenses | 1,400,000 | |
Original debt discount against convertible notes | 127,000 | |
Common stock issued for intellectual property | 4,405,050 | |
Modification of notes payable | 245,000 | 4,535 |
Modification of notes payable - related parties | 727,000 | 198 |
Inventory reclassified as equipment not yet in service | $ 193,344 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
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,” “PCT Corp,” or PCT Corp., the wholly-owned operating subsidiary”) to affect 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, PCT Corp, the operating company, is considered the accounting acquirer. PCT Corp. is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd. to file with the Nevada Secretary of State to change its names to Paradigm Convergence Technologies Corp. PCT Corp. is a technology licensing, OEM and sales/leasing company specializing in environmentally-responsible solutions for global sustainability. PCT LTD, the public company and “parent” of PCT Corp. holds a United States Patent No. 9,679,170 B2 with a recently granted Canadian Allowance, as well as owning future and pending international patent(s) (response to examiners comments in process), intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating bacterial contamination in healthcare facilities, the agricultural market and in the oil & gas industry. PCT Corp.’s overall strategy is to design, assemble, market, sell and/or lease equipment, fluids and proprietary “certifications” of its products and technologies. PCT Corp., utilizes equipment leasing program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentary relationship and association with its wholly-owned operating company, PCT Corp. Principles of Consolidations Use of Estimates – Cash and Cash Equivalents – Fair Value Measurements “Fair Value Measurements and Disclosures,” • Level 1 • Level 2 • Level 3 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, 2017. Derivative liabilities and preferred stock liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2018 and 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Preferred stock liability (1) 144,352 — — 144,352 Derivative liability (1) 322,976 — — 322,976 Total 467,328 — — 467,328 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. Derivative and Preferred Stock Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information. Accounts Receivable – Inventories – th rd Property and Equipment– Impairment of Long-lived Assets Intangible Assets Research and Development Revenue Recognition – Revenue from Contracts with Customer (Topic 606) The Company has the following three revenue streams: 1) product sales (equipment and/or fluid solutions); 2) licensing (contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales); and 3) equipment leases (under systems service agreements, usually 3-year contracts for the provision of the Company’s equipment and service of such, under contract to customers, with renewable terms). The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer. The Company recognizes revenue from the leasing of equipment as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment. This revenue generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. The Company’s licenses provide a right to use and create performance obligations satisfied at a point in time. The Company recognizes revenue from licenses when the performance obligation is satisfied through the transfer of the license. For licenses that include royalties the Company will recognize royalty revenue as the underlying sales or usages occur, as long as this approach does not result in the acceleration of revenue ahead of the entity’s performance. The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2018. Basic and Diluted Loss Per Share – Reclassification – Recent Accounting Pronouncements Leases In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting 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 | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – Going Concern The accompanying audited 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 $9,927,003 and has negative cash flows from operations. As of December 31, 2018, the Company had a working capital deficit of $1,606,592, as compared to $1,415,877 at December 31, 2017. 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 for one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 3 – There was no provision for, or benefit from, income tax during the years ended December 31, 2018 and 2017 respectively. The Company was subject to United States federal and state income taxes at an approximate rate of 34% for the year ended May 31, 2017. Due to the enactment of the Tax Reform Act of 2017, the tax rate for the year ended May 31, 2018 has been reduced to 21%. The components of the net deferred tax asset as of December 31, 2018, and 2017: For the year ended December 31, 2018 2017 Net operating loss carry forwards $ 2,607,659 $ 2,293,137 Stock/options issued for services (323,275 ) (74,875 ) Stock/option issued for acquisitions (106,856 ) (162,766 ) Contributed services (77,997 ) (126,287 ) Depreciation and Amortization (175,363 ) (142,563 ) Meals & Entertainment (1,809 ) (339 ) Loss on change in fair value of conversion features (46,820 ) — Accretion of discount on convertible note (12,640 ) — Loss on preferred stock liability (17,710 ) — Valuation allowance $ (1,845,189 ) $ (1,786,307 ) Federal and state net operating loss carry forwards at December 31, 2018 were $6,541,856. The net operating loss carry forwards expire between 2033 and 2038. 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, 2018 and 2017, respectively: For the Years Ended December 31, 2018 2017 Book income (loss) from operations $ (668,321 ) $ (925,322 ) Stock/options issued for services 248,400 — Stock/options issued for acquisition — 146,207 Contributed services — 126,287 Depreciation & Amortization 70,710 99,141 Meals & Entertainment 1,550 207 Loss on change in fair value of conversion feature 46,820 — Accretion of discount on convertible note 12,640 — Preferred stock liability loss 17,710 — Change in valuation allowance 270,491 553,480 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, 2018, and 2017, 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, 2018 and 2017 relating to unrecognized benefits. The tax years 2018 and 2017 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, 2018 | |
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 3 to 7 years once placed into service. Depreciation expense does not begin until documentation of equipment placed in service is provided. Machinery and leased equipment is not intended to be sold to the customer at the end of the lease term. Depreciation expense was $26,376 (2017 - $18,790) for the year ended December 31, 2018, of which $11,549 (2017 - $12,191) relates to product costs and $10,749 (2017 - $422) relates to leased equipment costs. During the year ended December 31, 2018, the Company recognized an impairment charge of $26,550 (2017 - $Nil). Property and equipment at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Machinery and leased equipment $ 138,209 $ 129,076 Machinery and equipment not yet in service 369,754 278,079 Office equipment and furniture 20,064 20,064 Website 2,760 2,760 Leasehold improvements — — Total Property and equipment $ 530,787 $ 429,979 Less: Accumulated depreciation (30,815 ) (46,725 ) Property and equipment, net $ 499,972 $ 383,254 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Amortization is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets, which range from 1 to 15 years. Amortization expense was $310,332 for the year ended December 31, 2018, of which $16,662 relates to patents and $293,670 relates to technology rights. Amortization expense was $272,800 for the year ended December 31, 2017, of which $13,681 relates to product costs, $3,029 relates to licensing costs and $1,477 relates to leased equipment costs. No impairment was recognized during the twelve months ended December 31, 2018. Intangible assets at December 31, 2018 and 2017 consisted of the following: The components of intangible assets at December 31, 2018 and December 31, 2017 were as follows: December 31, 2018 December 31, 2017 Patents $ 4,514,989 $ 4,505,489 Technology rights 235,500 200,000 Intangibles, at Cost 4,750,489 4,705,489 Less Accumulated Amortization (690,714 ) (380,382 ) Net Carrying Amount $ 4,059,775 $ 4,325,107 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. 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. On April 6, 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at a deemed value of $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 Company acquired an Annihilyzer patent and all associated intellectual property. In addition, 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 December 31, 2017. On April 12, 2018, the Company entered into a Purchase agreement with a third party to purchase its exclusive rights to US EPA Product Registration No. 83241-1 for a fixed fee. The Company paid $5,000 on execution of the agreement and has continued to make periodic installment payments for the purchase of this Registration. At December 31, 2018, the Company owed $45,000 of installment payments. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 - DEBT The following table summarizes notes payable as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Note Payable (c) $ 150,000 5/18/2016 6/1/2019 13.00 % $ 150,000 $ 150,000 Note Payable (f) * $ 50,000 10/18/2016 8/18/2017 5.00 % $ — $ 50,000 Note Payable (f) * $ 25,000 4/12/2017 10/12/2017 5.00 % $ — $ 25,000 Note Payable (b)*** $ 25,000 5/8/2017 6/30/2018 0.00 % $ 27,500 $ 25,000 Note Payable (f) * $ 25,000 7/25/2017 9/25/2017 5.00 % $ — $ 25,000 Note Payable (e) $ 50,000 9/1/2017 12/31/2017 8.00 % $ — $ 50,000 Note Payable (e) $ 25,000 9/27/2017 12/31/2017 8.00 % $ — $ 25,000 Note Payable (e) $ 37,500 10/11/2017 10/11/2018 8.00 % $ — $ 37,500 Note Payable (f) * $ 20,000 10/24/2017 4/24/2018 5.00 % $ — $ 20,000 Note Payable ** $ 56,000 12/1/2017 1/10/2018 8.00 % $ — $ 20,000 Note Payable (a) $ 150,000 1/5/2018 4/3/2018 8.00 % $ — $ — Note Payable (e) $ 12,500 2/16/2018 4/15/2018 8.00 % $ — $ — Note Payable (a) $ 250,000 2/27/2018 4/30/2018 8.00 % $ — $ — Note Payable (e) $ 130,000 6/20/2018 1/2/2020 8.00 % $ 130,000 $ — Note Payable (f)*, *** $ 126,964 6/20/2018 8/31/2018 6.00 % $ 126,964 $ — Note Payable (d)*** $ 26,500 6/26/2018 7/31/2018 10.00 % $ 26,500 $ — Note Payable (g)*** $ 60,000 10/30/2018 12/30/2018 8.00 % $ 60,000 $ — Note Payable (h) $ 8,700 11/15/2018 6/30/2019 10.00 % $ 8,700 $ — Subtotal $ 529,664 $ 427,500 Debt Discount $ (3,293 ) $ (6,283 ) Balance, net $ 526,371 $ 421,217 Less current portion $ (399,664 ) $ (421,217 ) Total long-term $ 126,707 $ — * Indicates a re-classification from a related party to a non-related party note, as of January 1, 2018 ** Paid off during the period a) On January 5, 2018, the Company entered into a promissory note with an unrelated party for $150,000. The note is due April 3, 2018, is unsecured and bears an interest rate of 8.0% per annum. Effective February 27, 2018 the Company extinguished its January 5, 2018 promissory note of $150,000 with an unrelated party and consolidated this amount into a new promissory note for $250,000 (an additional $100,000 received). The note is due on April 30, 2018, is unsecured and bears an interest rate of 8.0% per annum. On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). See under convertible notes table below for additional details of the convertible note. b) On May 29, 2018, the Company entered into a Guarantee Agreement with a non-related party. The Company owed an unrelated party $25,000 that was due on October 10, 2017. In consideration for increasing the principal amount of the loan to $27,500 and a personal guarantee by the Company’s CEO, the lender agreed to extend the maturity date of the loan to June 30, 2018. The Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors Modification and Extinguishment c) On June 1, 2018, the Company signed an agreement to extend its $150,000 note dated May 18, 2016 for one year, for a total extension fee of $7,500 ($6,000 broker fee and $1,500 lender fee). The Company paid one-half of the total fee ($3,750), recorded as interest expense. The remainder of the extension fee, ($3,750), is past due and upon payment to the non-related note-holder, the loan shall be extended through June 1, 2019. The terms of the note remain the same, with interest set at 13%. d) On June 26, 2018, the Company entered into a promissory note with an unrelated party for $26,500. The note is due July 31, 2018, is unsecured and bears an interest rate of 10% per annum. Payment of the note and interest are past due as of December 31, 2018 and the Company has temporarily granted the lender permission to waive the lender’s obligation as a royalty-paying licensee of $1,500 per month in minimum fluid solution payments until the Company is able to satisfy the terms of this note. e) On June 20, 2018, the Company had the following notes, to a non-related party, outstanding: • $50,000 issued September 1, 2017 • $25,000 issued September 27, 2017 • $37,500 issued October 11, 2017 • $12,500 issued February 16, 2018 On June 20, 2018, the Company issued a new note that consolidated into one the notes above as well as any outstanding interest owed. The new note has a principal of $130,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors Modification and Extinguishment The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty. The Company then determined that a concession was granted. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. f) On June 20, 2018, the Company had the following notes to a non-related party, outstanding: • $50,000 issued October 18, 2016 • $25,000 issued April 12, 2017 • $25,000 Issued July 25, 2017 • $20,000 issued October 24, 2017 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $126,964, bears interest at 6% per annum. The Company must repay $66,964 of the note on August 31, 2018, and the remaining $60,000 on January 2, 2020. If the Company fails to make the $66,664 on August 31, 2018 the entire amount owed under the original notes becomes due immediately. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors Modification and Extinguishment The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty as there is significant doubt that the Company is a going concern and that there is no assurance that the Company will have sufficient cash flows to service the debt through its maturity. The Company then proceeded to assess whether the creditors granted a concession. The Company determined that a concession was granted as the effective borrowing rate on the restructured debt is lower than the effective borrowing rate of the old debt. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. At December 31, 2018, the Company has not repaid the $66,964 due on August 31, 2018; hence making $66,964 and $60,000, and interest, due immediately. g) On October 30, 2018, the Company entered into a promissory note with an unrelated party for $60,000. The note is due December 30, 2018, is unsecured and bears an interest rate of 8% per annum. Payment of the note and interest are past due as of December 31, 2018. h) On November 15, 2018, the Company entered into a promissory note with an unrelated party for $8,700. The note is due June 30, 2019, is unsecured and bears an interest rate of 10% per annum. The following table summarizes notes payable, related parties as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Note Payable, RP (l) $ 25,000 4/27/2017 4/27/2018 3.00 % $ — $ 17,500 Note Payable, RP (m) $ 15,000 5/15/2017 5/15/2018 5.00 % $ — $ 15,000 Note Payable, RP (l) $ 10,000 6/12/2017 6/12/2018 3.00 % $ — $ 10,000 Note Payable, RP (l) $ 5,500 7/3/2017 6/30/2018 3.00 % $ — $ 5,500 Note Payable, RP ** $ 2,000 7/5/2017 6/30/2018 3.00 % $ — $ 2,000 Note Payable, RP ** $ 3,000 7/6/2017 6/30/2018 3.00 % $ — $ 3,000 Note Payable, RP ** $ 2,500 7/10/2017 6/30/2018 3.00 % $ — $ 2,500 Note Payable, RP ** $ 2,500 7/12/2017 6/30/2018 3.00 % $ — $ 2,500 Note Payable, RP (l) $ 25,000 7/13/2017 6/30/2018 3.00 % $ — $ 25,000 Note Payable, RP (l) $ 5,000 8/14/2017 6/30/2018 3.00 % $ — $ 5,000 Note Payable, RP (k) * $ 275,000 9/27/2017 10/1/2018 7.50 % $ — $ 275,000 Note Payable, RP (l) $ 250,000 11/15/2017 12/15/2018 1.00 % $ — $ 250,000 Note Payable, RP (k) $ 100,000 11/15/2017 10/1/2018 7.50 % $ — $ 100,000 Note Payable, RP (i) $ 30,000 4/10/2018 1/15/2019 3.00 % $ 30,000 $ — Note Payable, RP (j) (l) $ 24,000 5/31/2018 6/30/2019 3.00 % $ — $ — Note Payable, RP (k) * $ 380,000 6/20/2018 1/2/2020 8.00 % $ 380,000 $ — Note Payable, RP (l) $ 350,000 6/20/2018 1/2/2020 5.00 % $ 350,000 $ — Note Payable, RP (m) $ 17,000 6/20/2018 1/2/2020 5.00 % $ 17,000 $ — Note Payable, RP (n)** $ 5,000 7/13/2018 6/30/2019 3.00 % $ — $ — Note Payable, RP (o)*** $ 50,000 7/27/2018 11/30/2018 8.00 % $ 50,000 $ — Note Payable, RP (p) $ 5,000 10/9/2018 Demand 0.00 % $ 5,000 $ — Note Payable, RP (q) $ 5,000 10/19/2018 Demand 0.00 % $ 5,000 $ — Note Payable, RP (r)** $ 2,000 10/24/2018 Demand 0.00 % $ — $ — Note Payable, RP (s) $ 3,000 10/24/2018 Demand 0.00 % $ 3,000 $ — Subtotal $ 840,000 $ 713,000 Debt Discount $ (13,174 ) $ — Balance, net $ 826,826 $ 713,000 Less current portion $ (93,000 ) $ (713,000 ) Total long-term $ 733,826 $ — * Indicates a note that is collateralized by a patent (Note 4) ** Paid off during the period i) On April 10, 2018 the Company entered into a promissory note with an entity owned by the Chairman of the Company for $30,000. The note is due January 15, 2019, is unsecured and bears an interest rate of 3.0% per annum. j) On May 31, 2018 the Company entered into a promissory note with the Chairman of the Company for $24,000. The note is due June 30, 2019, is unsecured and bears an interest rate of 3.0% per annum. k) On June 20, 2018, the Company had the following notes to the CEO and Director of the Company outstanding: • $275,000 issued September 27, 2017 • $100,000 issued November 15, 2017 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $380,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty and that a concession was granted. As the creditor granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. l) On June 20, 2018, the Company had the following notes to the Chairman of the Company outstanding: • $17,500 issued April 27, 2017 • $10,000 issued June 12, 2017 • $5,500 Issued July 3, 2017 • $25,000 issued July 13, 2017 • $5,000 issued August 14, 2017 • $250,000 issued November 15, 2017 • $24,000 issued May 31, 2018 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $350,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt. m) On June 20, 2018, the Company had a $15,000 note to the Chairman of the Company’s spouse outstanding. On June 20, 2018, the Company issued a new note that consolidated the note above as well as any outstanding interest owed. The new note has a principal of $17,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt. n) On July 13, 2018 the Company entered into a promissory note with the Chairman of the Company for $5,000. The note is due June 30, 2019, is unsecured and bears an interest rate of 3.0% per annum. This note was repaid during the period ended December 31, 2018 o) On July 27, 2018, the Company entered into a short-term promissory note with the CEO and Director of the Company, for $50,000 to be used in operations. The note is unsecured, incorporates the purchase of a piece of SurvivaLyte® equipment at cost and grants a three-year (from installation of equipment), non-exclusive US EPA sub-registration for markets (with specific exceptions) in a specific geographical location with a per gallon royalty feature as added benefits, is due on November 15, 2018, and bears an interest rate of 8% per annum. The Note Payable agreement was extended through November 30, 2018 on November 19, 2018, the additional benefit section of the note was removed, the equipment was never transferred to the Officer and Director, the equipment was never installed, and no related sales occurred nor related royalties were earned by the Company, through December 31, 2018 and through the date of this filing. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt. p) On October 9, 2018 the Company entered into a promissory note with the CEO of the Company for $5,000. The note is due on demand, is unsecured and non-interest bearing. q) On October 19, 2018 the Company entered into a promissory note with the CEO of the Company for $5,000. The note is due on demand, is unsecured and non-interest bearing. r) On October 19, 2018 the Company entered into a promissory note with the Chairman of the Company for $2,000. The note is due on demand, is unsecured and non-interest bearing. This note was repaid during the year ended December 31, 2018. s) On October 24, 2018 the Company entered into a promissory note with the Chairman of the Company for $3,000. The note is due on demand, is unsecured and non-interest bearing. The following table summarizes convertible notes payable as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Convertible Note Payable (t) $ 450,000 3/28/2018 3/31/2021 8.00 % $ 450,000 $ — Convertible Note Payable (u)** $ 68,000 6/13/2018 6/5/2019 12.00 % $ — $ — Convertible Note Payable (v) $ 38,000 7/30/2018 7/25/2019 12.00 % $ 38,000 $ — Convertible Note Payable (w) $ 53,000 8/29/2018 8/27/2019 12.00 % $ 53,000 $ — Convertible Note Payable (x) $ 50,000 12/6/2018 12/6/2019 5.00 % $ 50,000 $ — Convertible Note Payable (y) $ 65,000 12/6/2018 12/6/2019 5.00 % $ 65,000 $ — Convertible Note Payable (z) $ 63,000 12/12/2018 12/5/2019 12.00 % $ 63,000 $ — Subtotal $ 719,000 $ — Debt Discount $ (165,186 ) $ — Balance, net $ 553,814 $ — Less current portion $ (161,280 ) $ — Total long-term $ 392,534 $ — ** Paid off during the period t) On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). The note is due on March 31, 2021 and is convertible into common stock at a conversion price of $0.4285 and bears interest of 8.0% per annum. This note also contains an anti-dilution clause, which becomes effective in the event the Company 60,000,000 issued shares of its stock. Due to the fact that the trading price of the Company’s common stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $75,087 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of December 31, 2018, interest expense of $17,622 was recorded as part of the amortization of the beneficial conversion feature of this note. As of December 31, 2018, the note had a principal balance of $450,000. u) On June 13, 2018, the Company entered into a convertible promissory with an unrelated party for $68,000. The note is due on June 5, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,592,506 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging v) On July 30, 2018, the Company entered into a convertible promissory with an unrelated party for $38,000. The note is due on July 25, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,038,251 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of December 31, 2018. w) On August 29, 2018, the Company entered into a convertible promissory with an unrelated party for $53,000. The note is due on August 27, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,408,950 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of December 31, 2018. x) On December 6, 2018, the Company entered into a convertible promissory with an unrelated party in the principal amount of $150,000, with an original issue discount of $15,000 and issued a warrant with a term of three years to purchase up to 50,000 shares of common stock of the Company at an exercise price of $1.00 per share and subject to adjustment for dilutive issuances and cashless exercise. At December 31, 2018, the Company had received $43,000 and owed $50,000 of the note including an original issue discount on the funded portion of the note of $7,000. The note is due on December 6, 2019 and bears interest on the unpaid principal balance at a rate of 5% per annum and any part of the notice which is not paid when due shall bear interest at the rate of 12% per annum from the due date until paid. Stringent pre-payment terms apply, from 20% to 35% to 40%, dependent upon the timeframe of repayment during the note’s term. The Company must, at all times, reserve ten times that number of shares that would be issuable upon full conversion of the note. The Note may be converted by the Lender at any time after issuance into shares of Company’s common stock at a conversion price equal to 65% multiplied by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior to the conversion date. The conversion rate drops from 65% to 55% if at any time the conversion price is less than $0.30. As the conversion price was less than $0.30 on issuance this decrease was triggered. The embedded conversion option and warrant qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging y) On December 6, 2018, the Company entered into a convertible promissory with an unrelated party in the principal amount of $130,000, with an original issue discount of $16,000. At December 31, 2018, the Company had received $57,000 and owed $65,000 of the note including an original issue discount on the funded portion of the note of $8,000. The note is due on December 6, 2019 and bears interest on the unpaid principal balance at a rate of 5% per annum and any part of the notice which is not paid when due shall bear interest at the rate of 12% per annum from the due date until paid. Stringent pre-payment terms apply, from 20% to 35% to 40%, dependent upon the timeframe of repayment during the note’s term. The Company must, at all times, reserve ten times that number of shares that would be issuable upon full conversion of the note. The Note may be converted by the Lender at any time after issuance into shares of Company’s common stock at a conversion price equal to 65% multiplied by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior to the conversion date. The conversion rate drops from 65% to 55% if at any time the conversion price is less than $0.30. As the conversion price was less than $0.30 on issuance this decrease was triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging z) On December 12, 2018, the Company entered into a convertible promissory with an unrelated party for $63,000. The note is due on December 5, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging |
DERIVATIVE AND PREFERRED STOCK
DERIVATIVE AND PREFERRED STOCK LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
DERIVATIVE AND PREFERRED STOCK LIABILITIES | NOTE 7 – DERIVATIVE AND PREFERRED STOCK LIABILITIES The embedded conversion option of (1) the convertible debentures described in Note 6(x) & (y); (2) preferred stock liability; (3) warrants; contain conversion features that qualify for embedded derivative classification. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible notes payable described in Note 6(x) & (y), the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the 600,000 warrants described in Note 10, qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The table below sets forth a summary of changes in derivatives only (not including changes in the Level 3 of Preferred Stock, which is listed in the paragraphs below this table) the fair value of the Company’s Level 3 financial liabilities. December 31, 2018 December 31, 2017 Balance at the beginning of period $ — $ — Original discount limited to proceeds of notes 100,000 — Fair value of derivative liabilities in excess of notes proceeds received 247,033 — Change in fair value of embedded conversion option (24,057 ) — Balance at the end of the period $ 322,976 $ — The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option and warrant liabilities as their fair values were determined by using the Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 124-222% 2.56-2.84% 0 % 1.00-5.00 At December 31, 2018 124-222% 2.46-2.56% 0 % 0.93-4.93 On December 1, 2018, the Company’s Board of Director authorized an offering for 1,000,000 Preferred Series “A” stock at $0.10 per share and with 100%, regular or cashless exercise at $0.10 per share of common stock warrant coverage. At December 31, 2018, the Company received $60,000 of subscriptions for the issuance of 600,000 shares of Preferred Series “A” stock to three accredited investors who are related parties. This Preferred Series “A” stock had not been issued as of December 31, 2018. The Company did issue 600,000 warrants subject to cashless exercise at $0.10 per share for 5 years. The Company is unable to issue the subscriber the preferred shares until the Company files a Certificate of Designation and the Preferred Series “A” stock has been duly validly authorized. At December 31, 2018, the Company had not filed the Certificate of Designation, and as the Company cannot issue the preferred shares to settle the proceeds received, it was determined the subscriptions were settleable in cash. As a result, the Company has classified the subscriptions received as a liability in accordance with ASC 480 Distinguishing Liabilities from Equity The Company uses Level 3 inputs for its valuation methodology for the preferred stok liability as their fair values were determined by using the Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 124 % 2.84 % 0 % 5.00 At December 31, 2018 124 % 2.46 % 0 % 4.93 |
STOCKHOLDERS' DEFICIT AND STOCK
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS | NOTE 8 - STOCKHOLDERS’ DEFICIT Preferred Stock Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2018, there were no shares of preferred stock issued or outstanding. See Note 7 for liabilities related to the Company’s commitment to issue shares of Series A stock upon the designation. Common Stock Effective March 23, 2018, the Company amended the articles of incorporation and increased the authorized shares of common stock with a par value of $0.001 per share from 100,000,000 to 300,000,000 shares. The number of shares outstanding of the registrant’s common stock as of December 31, 2018 was 44,559,238. On January 2, 2018, the Company sold 110,000 shares of common stock to an un-related party for $55,000. On March 15, 2018, the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing, capital formation, up-listing and expansion of the Company’s shareholder base. Per the terms of the agreement, the consulting company received a non-refundable $5,000 initial fee, will receive $2,500 per month beginning in April 2018, and was issued 2,000,000 fully vested non-forfeitable shares of restricted common stock, valued at $1,000,000 ($0.50 per shares). The 2,000,000 common shares of the Company’s stock were issued on June 12, 2018. As of December 31, 2018 the Company recorded the fair value of the common shares of $1,000,000 in common stock and additional paid in capital and has recorded $797,260 for the consulting expense related to the portion of the 12-month service agreement that has been completed. On April 10, 2018 the Company issued 120,000 shares of common stock at $0.50 per share to an employee and Director of the Company for cash proceeds of $60,000. On June 12, 2018, the Company entered into a 6-month service agreement, expiring on December 12, 2018, for business development and the development of financial reports. Per the terms of the agreement, the consulting company was issued 50,000 shares of restricted stock on June 29, 2018. As of December 31, 2018, the Company recorded the fair value of the common shares of $28,000 in common stock and additional paid in capital and has recorded $28,000 for the consulting expense related to the portion of the 6-month service agreement that has been completed. On July 2, 2018 the Company’s Board of Directors authorized the issuance of 1,000,000 restricted shares of common stock to Life Sciences Journeys, Inc., for six months of services outlined in the July 2, 2018 services agreement. The 1,000,000 restricted shares of common stock were issued to Life Sciences Journeys, Inc. on October 9, 2018. The Company placed a stop transfer order on the shares but has since rescinded the stop transfer order. The Company recorded the fair value of the common shares of $355,000 in common stock and additional paid in capital and has recorded $355,000 for the consulting services, during the year ended December 31, 2018. On December 3, 2018, the Company engaged a consultant for services related to business development in the healthcare market. The contract is in place through June 3, 2019 and pursuant to the agreement the Company issued the consultant 100,000 common shares. As of December 31, 2018 the Company recorded the fair value of the common shares of $17,000 in common stock and additional paid in capital and has recorded $2,615 for the consulting expense related to the portion of the 6-month service agreement that has been completed. NOTE 9 – STOCK OPTIONS The Company did not grant any stock options during the year ended December 31, 2018. 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 December 31, 2017, the Company recognized $56,220 in compensation expense, leaving $0 to be recognized in remaining compensation expense. 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 December 31, 2017, the Company recognized $373,800 in compensation expense, leaving $0 to be recognized in remaining compensation expense. In applying the Black-Scholes methodology to the options granted through December 31, 2018, the fair value of our stock-based awards was estimated using the following assumptions ranging from: The Year Ended: December 31, 2018 December 31, 2017 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 December 31, 2018 and 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 0.38 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 1.00 12/31/2019 25,000 01/01/2016 75,000 75,000 0.33 1.00 12/31/2019 30,000 09/15/2016 10,000 10,000 1.00 1.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 1.00 12/31/2019 7,500 01/01/2017 30,000 30,000 2.00 0.01 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 3.08 01/26/2022 400,000 2,287,500 2,287,500 $ 787,500 The weighted average exercise prices are $0.34 for the options outstanding and exercisable, respectively. The intrinsic value of stock options outstanding at December 31, 2018 was $50,000. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | NOTE 10 – WARRANTS As described in Note 7, on December 3, 2018, the Company issued 600,000 warrants subject to cashless exercise at $0.10 per share for 5 years. On December 6, 2018, the Company issued a warrant with a term of three years to purchase up to 50,000 shares of common stock of the Company at an exercise price of $1.00 per share and subject to adjustment for dilutive issuances and cashless exercise. Upon the issuance of the convertible notes payable described in Note 6(x) & (y), the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible instruments. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, the 650,000 warrants issued after the election, qualified for derivative classification. The initial fair value of the 50,000 warrants of $4,920, and the initial fair value of the 600,000 warrants of $90,283 was calculated using the Binomial Model as described in Note 7. The following table summarizes the continuity of share purchase warrants: Number of Weighted average exercise price Balance, December 31, 2017 and 2016 — — Issued 650,000 0.17 Balance, December 31, 2018 650,000 0.17 As at December 31, 2018, the following share purchase warrants were outstanding: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 11/28/2018 50,000 50,000 1.00 2.91 11/28/2021 $ 50,000 12/3/2018 600,000 600,000 0.10 4.93 12/3/2023 60,000 650,000 650,000 $ 110,000 The intrinsic value of stock options outstanding at December 31, 2018 was $36,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, accrued rent, accrued interest, notes payable and stock options. See Notes to Financial Statements numbers 6, 9 and 12 for more details. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Consulting Agreements On December 1, 2017, the Company entered into a consulting contract for investors relations and media services. The Company paid $16,667 for these services and the contract was terminated on March 1, 2018. On December 12, 2017, the Company engaged the services of a certified public accountant, on a consulting basis, through January 8, 2018 at which time the accounting professional became a temporary part time employee of the Company’s though March 2018. On January 1, 2018, the Company entered into a contract for consulting services with a Florida-based agricultural advocacy group. The agreement included a $5,000 initial engagement fee and $1,250 per month through January 1, 2019 On March 15, 2018 the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing, capital formation, up listing and expansion of the Company’s shareholder base. The consulting company received a $5,000 non-refundable initial fee and the agreement included $2,500 per month through March 14, 2019 and received 2,000,000 shares of the Company’s restricted common stock. On June 12, 2018, the Company entered into a 6-month service agreement, expiring on December 12, 2018, for business development and the development of financial reports. Per the terms of the agreement, the consulting company was issued 50,000 shares of restricted stock. On July 2, 2018, the Company entered into a 6-month service contract for investor relations services through January 2, 2019. The agreement called for 1,000,000 restricted shares of common stock to be issued to Life Sciences Journeys, Inc. The shares were issued on October 9, 2018. The Company placed a stop transfer order on the shares, discussed the benefits of services provided by Life Sciences Journeys and rescinded its stop transfer, allowing the contract to continue through its end. On November 28, 2018, the Company re-engaged the services of a prior contractor for finance assistance related to obtaining a line of credit based on the Company’s equipment and/or contracts, through November 27, 2019. If the Company obtains a line of credit based on the Company’s equipment and/or contracts the Company will incur a fee of 4% of financings from $1,000,000 to $5,000,000, 3% of financings from $5,000,001 to $10,000,000, and 0.25% of financings over $10,000,000. On December 3, 2018, the Company engaged a consultant for services related to business development in the healthcare market. The contract is in place through June 3, 2019 and the consultant received 100,000 restricted shares of the Company’s common stock for the services. In addition to contracts for service, the Company also regularly uses the professional services of securities attorneys, a US EPA specialist, professional accountants and other public-company specialists. Employment Agreements – On September 1, 2017, the Company entered into a five-year employment agreement with Marion E. Paris, Jr. to be the Vice President for Business Development and Director of Intellectual Properties for Paradigm. Under the terms of the employment agreement, Mr. Paris is to be paid an annual base salary of $90,000 and other benefits, including four weeks paid vacation. In addition, the Company agreed to pay Mr. Paris a signing bonus of $40,000. Lease Commitments – 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 Company’s future lease commitments by year are as follow: 2019 52,950 2020 — Total $ 52,950 On March 1, 2018 the Company entered into a 24-month fluid sales agreement with an entity. The Company leases 150 square feet of space from this entity and the Company pays a part time technician to manufacture fluid solutions for the entity to sell, utilizing the Company’s US EPA product registration. The Company receives a monthly fee from the fluid sales entity based upon the greater amount between a negotiated royalty price per volume of the fluid solutions or a minimum sales number. This agreement was mutually cancelled with no further obligation between the parties. Other Obligations and Commitments – On April 12, 2018, the Company entered into a Purchase agreement with a third party to purchase its exclusive rights to US EPA Product Registration No. 83241-1 for a fixed fee. The Company paid $5,000 on execution of the agreement and has continued to make periodic installment payments for the purchase of this Registration. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS a) On January 2, 2019 the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operational results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020; 375,000 shares on March 1, 2021 and the final 375,000 shares on March 1, 2022. b) On January 3, 2019, the Company executed a short term note in the amount of $2,544 with its President and Chairman. The note carried 3.00% interest and was due on or before June 30, 2019. The Company paid the note, principal and interest, in full on February 7, 2019. c) On January 15, 2019, the Company executed a new, consolidated convertible note with a non-related party by combining the March 28, 2018 convertible note in the amount of $450,000 with interest due of $28,898 and a $60,000 term note of October 31, 2018 with interest due of $1,038. The new convertible note is in the amount of $539,936, is on or before January 15, 2022, has an 8.00% per annum interest rate and may be converted into shares of the Company’s common stock at $0.20 per share. The new note incorporates an anti-dilution feature if the Company issues more than 60,000,000 shares of its common stock. The new note retires the notes described in Notes 6(g) and (t). d) On January 15, 2019, the Company executed a new $33,000 convertible note with interest rates of 12% per annum. The Power Up Note matures on January 15, 2020. The Company reimbursed Power Up $2,500 for its legal fees and paid Power Up a $500 due diligence fee, resulting in net proceeds of $30,000 to us from the Power Up Note. The Power Up Note may be prepaid in whole or in part, at any time during the period beginning on each Closing Date and ending on the date which is 180 days following the issue date, beginning at 112% of the outstanding principal and accrued interest increasing by 5% for every 30 day period thereafter until the 180th day following the Closing Date. After the expiration of the 180 days following the Closing Date, we may not prepay the Note for any reason. At any time after 180 days after the date the Power Up Note is issued, the Power Up Note is convertible into our common stock, at Power Up’s option, at a 39% discount to the market price, which is defined as 61% of the average of the lowest three closing bid prices for the our common stock during the 15 trading days prior to the conversion date. e) On January 16, 2019, the Company executed a $100,000 convertible note with interest rates of 8% per annum pursuant to the terms of the Securities Purchase Agreement between GS Capital Partners, LLC. (“GS Capital”), a New York corporation, and us (the “GS Capital Agreement”). The GS Capital Note matures on January 16, 2020 (the “Maturity Date”). The note includes a $5,000 original issue discount, making the purchase price $95,000. The Company reimbursed Power Up $5,000 for its legal fees and paid Power Up a $500 due diligence fee, resulting in net proceeds of $90,000 to us from the GS Capital Note. The Note may be converted by the lender at any time after 180 days of the date of issuance into shares of Company’s common stock at 64% of the average of the two lowest traded prices in the 10 day period preceding conversion. f) On January 22, 2019, the Company executed a $50,000 convertible note with interest rates of 12% per annum pursuant to the terms of the Securities Purchase Agreement between EMA Financial, LLC, a Delaware corporation, and us (the “EMA Financial Agreement”). The EMA Financial Note matures on October 22, 2019 (the “Maturity Date”). We reimbursed EMA Financial $2,000 for legal fees and there was a $3,000 original issue discount included resulting in net proceeds of $45,000 to us from the EMA Financial note. The note is convertible at 50% of the lowest traded price in the 20 day period preceding conversion. g) On January 22, 2019, the Company executed a $60,000 convertible note with interest rates of 8.00% per annum pursuant to the terms of the Securities Purchase Agreement between JSJ Investments Inc. (“JSJ Investments), a Texas corporation, and us. The JSJ Investments Note matures of January 22, 2020. The note contain includes a $3,000 original issue discount and we reimbursed JSJ Investments $2,000 for legal fees and $6,000 for third-party due diligence fees; therefore resulting in net proceeds of $49,000 to us from the JSJ Investments note. The Note may be converted by the lender at any time after 180 days of the date of issuance into shares of Company’s common stock at 36% of the average two lowest traded prices in the 10 day period preceding conversion. h) On January 28, 2019, the Company agreed to convert $131,327 of principal and interest of the notes payable described in Note 6(f) into 987,421 shares of the Company’s common stock. As of the date of filing the Company had not yet issued the shares. i) On February 1, 2019, the Company executed a new note with one of its noteholders, retiring its June 26, 2018, $26,500 described in Note 6(d). The note new is in the amount of $20,590 with a maturity date on or before October 1, 2019, and bears interest at 10% per annum. The Company and the lender agreed that the customer’s minimum monthly royalty payments of $1,500 would be applied to reduce the principal and interest of the debt. Accounts receivable from the noteholder of $4,500 was applied to the note. j) On February 14, 2019, the Company executed a $360,000 convertible debenture, of which the first tranche of $60,000 has been disbursed to the Company, with a 0% interest rate and 300,000 warrants at an initial exercise prince of $0.20, pursuant to the Convertible Debenture Investment and Securities Purchase Agreement between Peak One Opportunity Fund, L.P.(“Peak One Fund”), a Delaware partnership, and us. The Peak One Fund debenture matures on February 14, 2022, contains an original issue discount of $5,000; a non-accountable commitment fee of $5,000; and a $3,000 up-front obligation to a registered broker-dealer for business engagement services. The Note may be converted by the Lender at any time into shares of Company’s common stock at the lower of $0.12 and 60% of the lowest traded price in the 20 day period preceding conversion. k) On February 20, 2019, the Company executed a $55,125 convertible note with interest of 8.00% per annum pursuant to the terms of the Securities Purchase Agreement between Adar Alef, LLC (“Adar Alef”), a New York corporation, and us. The Adar Alef note matures on February 20, 2020. The note contains a $2,500 original issuance discount we reimbursed $2,625 of Adar Alef’s legal fees; therefor resulting in net proceeds of $50,000. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at 64% of the average of the two lowest traded prices in the 10 day period preceding conversion. l) On February 21, 2019, the Company executed new $53,000 convertible note with interest rates of 12% per annum. The note matures on February 21, 2020. The Company reimbursed Power Up $2,500 for its legal fees and paid Power Up a $500 due diligence fee, resulting in net proceeds of $50,000 to us from the Power Up Note. The Power Up Note may be prepaid in whole or in part, at any time during the period beginning on each Closing Date and ending on the date which is 180 days following the issue date, beginning at 115% of the outstanding principal and accrued interest increasing by 5% for every 30 day period thereafter until the 180th day following the Closing Date. After the expiration of the 180 days following the Closing Date, we may not prepay the Note for any reason. At any time after 180 days after the date the Power Up Note is issued, the Power Up Note is convertible into our common stock, at Power Up’s option, at 61% of the average of the lowest three closing bid prices for the Company’s common stock during the 15 trading days prior to the conversion date. m) On March 13, 2019, the Company issued a $75,000 convertible note that bears interest at 12% per annum. The convertible note matures on December 13, 2019. The note is convertible at 50% of the lowest traded price in the 25 day period preceding conversion. The Company also issued 187,500 warrants at an exercise price of $0.20. The Company paid $10,250 debt issuance costs and received net proceeds of $64,750. n) On March 25, 2019 the Company issued 200,000 shares of common stock to two employees of the Company as compensation in lieu of commission on sales of the Company’s products. o) On March 27, 2019, the Registrant entered into a binding letter of intent (the “LOI”) with Magnolia Columbia Limited (“Magnolia”), a Canadian company traded on the TSXV under the symbol “MCO”. Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement pursuant to which, by way of share exchange, amalgamation or other form of business combination to be determined by the legal and tax advisors of the parties, Magnolia will acquire all of the issued and outstanding shares of the Registrant in exchange for shares of Magnolia (the “Proposed Transaction”). Following completion of the Proposed Transaction, the Registrant would become a wholly-owned subsidiary of Magnolia (the “Resulting Issuer”) and will carry on the business of the Registrant assuming the PCT LTD name. Paradigm Convergence Technology Corporation (PCT Corp) will be wholly owned by PCT Ltd and continue to be the operational entity based in the US and operating as PCT Corp. Pursuant to the terms of the LOI, the parties agreed to enter into a definitive agreement that will provide for the following, among other things: 1. All of the common shares in the capital of the Registrant will be exchanged for common shares of Magnolia at a ratio resulting in the stockholders of the Registrant, including following the conversion of certain debt, owning 60% of the Resulting Issuer and the shareholders of the Company owning 40% of the Resulting Issuer on an undiluted basis. 2. The Registrant will use its best efforts to convert a minimum of USD$1.4million of its current debt in shares of common stock. 3. Magnolia will have no material liabilities, approximately CAD$1.8 million in cash and 57,977,098 common shares issued and outstanding along with options and warrants outstanding. 4. Magnolia will loan the Registrant CAD$250,000 following execution of the LOI and Magnolia will arrange to have a third-party loan the Registrant an additional CAD$400,000. Both loans will convert into shares of common stock upon closing of the Proposed Transaction. 5. The Board of Directors of the Resulting Issuer is expected to be comprised of six members, with three members nominated by Magnolia and three members nominated by the Registrant. 6. The Resulting Issuer shall enter into consulting agreements with members of the Forbes & Manhattan team to provide services as the CFO, Secretary, Controller, Legal Clerk and Investors Relations Manager. In addition, the Resulting Issuer shall enter into a management contract with Jody Read, the current CEO of the Registrant. The LOI provides that the parties will carry out due diligence and will proceed reasonably and in good faith toward the negotiation and execution of definitive documentation regarding the Proposed Transaction. The completion of the Proposed Transaction is subject to the receipt of all necessary approvals, including without limitation stockholder approval of the Proposed Transaction, regulatory approval for the listing of the common shares of Magnolia on the CSE and the concurrent delisting of the common shares of Magnolia from the TSXV. The proposed delisting from the TSXV will also require the approval of the Magnolia Board as well as the consent of the majority of the minority of the shareholders of Magnolia. If a definitive agreement is not executed by the parties on or before April 27, 2019 (or such other date agreed to by the parties), the LOI will terminate. p) On March 27, 2019, the Company settled the convertible note of January 15, 2019 with a non-related party in the combined amount of principal and interest of $539,936 at $0.1525/share of common stock, for a total conversion of debt into equity of $539,936 for 3,597,989 restricted shares of common stock. This conversion transaction shall retire the entire note as paid in full. The shares have not been issued as of this report. q) On March 29, 2019, the Company executed a settlement agreement with a contractual consultant, UCAP Partners, LLC for the settlement of $25,000 owed to the contractor for the provision of services as related to the March 15, 2018 agreement between UCAP and us. The settlement terms include acknowledgement that the Company owes UCAP $25,000 as payment for said services; that UCAP purchased and fully paid for Series A Preferred Stock and Warrants from the Company on December 3, 2018 (100,000 Preferred Series A Shares and 100,000 warrants to purchase common shares at $0.10/share); that the Company shall issue 164,000 shares of its common stock as payment in full for the services rendered on the consulting contract; the Company shall accept UCAP’s conversion and exercise of the purchased 100,000 Preferred Series A shares into 100,000 shares of the Company’s common stock and the Company shall accept the cashless conversion of UCAP’s 100,000 warrant into 34,400 shares of the Company’s restricted common stock; and, as inducement for and consideration for the settlement of the Company’s debt to UCAP, the Company agrees to grant 500,000 additional shares of the Company’s restricted stock. The Company has not issued any shares with regard to the settlement of this debt at the time of this report. r) On April 8, 2019, the Company executed an unsecured line of credit loan with Kabbage Bank in the amount of $42,500. The Company will pay interest on the loan of $9,563. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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,” “PCT Corp,” or PCT Corp., the wholly-owned operating subsidiary”) to affect 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, PCT Corp, the operating company, is considered the accounting acquirer. PCT Corp. is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd. to file with the Nevada Secretary of State to change its names to Paradigm Convergence Technologies Corp. PCT Corp. is a technology licensing, OEM and sales/leasing company specializing in environmentally-responsible solutions for global sustainability. PCT LTD, the public company and “parent” of PCT Corp. holds a United States Patent No. 9,679,170 B2 with a recently granted Canadian Allowance, as well as owning future and pending international patent(s) (response to examiners comments in process), intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating bacterial contamination in healthcare facilities, the agricultural market and in the oil & gas industry. PCT Corp.’s overall strategy is to design, assemble, market, sell and/or lease equipment, fluids and proprietary “certifications” of its products and technologies. PCT Corp., utilizes equipment leasing program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentary relationship and association with its wholly-owned operating company, PCT Corp. |
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 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, 2017. Derivative liabilities and preferred stock liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2018 and 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Preferred stock liability (1) 144,352 — — 144,352 Derivative liability (1) 322,976 — — 322,976 Total 467,328 — — 467,328 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. |
Derivative and Preferred Stock Liabilities | Derivative and Preferred Stock Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information. |
Accounts Receivable | Accounts Receivable – |
Inventories | Inventories – th rd |
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 – Revenue from Contracts with Customer (Topic 606) The Company has the following three revenue streams: 1) product sales (equipment and/or fluid solutions); 2) licensing (contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales); and 3) equipment leases (under systems service agreements, usually 3-year contracts for the provision of the Company’s equipment and service of such, under contract to customers, with renewable terms). The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer. The Company recognizes revenue from the leasing of equipment as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment. This revenue generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. The Company’s licenses provide a right to use and create performance obligations satisfied at a point in time. The Company recognizes revenue from licenses when the performance obligation is satisfied through the transfer of the license. For licenses that include royalties the Company will recognize royalty revenue as the underlying sales or usages occur, as long as this approach does not result in the acceleration of revenue ahead of the entity’s performance. The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2018. |
Basic and Diluted Loss per Share | Basic and Diluted Loss Per Share – |
Reclassification | Reclassification – |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Leases In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting 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. |
NATURE OF BUSINESS AND SUMMAR_3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Financial assets and liabilities carried at fair value measured on a recurring basis | Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Preferred stock liability (1) 144,352 — — 144,352 Derivative liability (1) 322,976 — — 322,976 Total 467,328 — — 467,328 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of net deferred tax asset | For the year ended December 31, 2018 2017 Net operating loss carry forwards $ 2,607,659 $ 2,293,137 Stock/options issued for services (323,275 ) (74,875 ) Stock/option issued for acquisitions (106,856 ) (162,766 ) Contributed services (77,997 ) (126,287 ) Depreciation and Amortization (175,363 ) (142,563 ) Meals & Entertainment (1,809 ) (339 ) Loss on change in fair value of conversion features (46,820 ) — Accretion of discount on convertible note (12,640 ) — Loss on preferred stock liability (17,710 ) — Valuation allowance $ (1,845,189 ) $ (1,786,307 ) |
Effective income tax rate reconciliation | For the Years Ended December 31, 2018 2017 Book income (loss) from operations $ (668,321 ) $ (925,322 ) Stock/options issued for services 248,400 — Stock/options issued for acquisition — 146,207 Contributed services — 126,287 Depreciation & Amortization 70,710 99,141 Meals & Entertainment 1,550 207 Loss on change in fair value of conversion feature 46,820 — Accretion of discount on convertible note 12,640 — Preferred stock liability loss 17,710 — Change in valuation allowance 270,491 553,480 Provision for Income Taxes $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2018 2017 Machinery and leased equipment $ 138,209 $ 129,076 Machinery and equipment not yet in service 369,754 278,079 Office equipment and furniture 20,064 20,064 Website 2,760 2,760 Leasehold improvements — — Total Property and equipment $ 530,787 $ 429,979 Less: Accumulated depreciation (30,815 ) (46,725 ) Property and equipment, net $ 499,972 $ 383,254 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of intangible assets | December 31, 2018 December 31, 2017 Patents $ 4,514,989 $ 4,505,489 Technology rights 235,500 200,000 Intangibles, at Cost 4,750,489 4,705,489 Less Accumulated Amortization (690,714 ) (380,382 ) Net Carrying Amount $ 4,059,775 $ 4,325,107 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | The following table summarizes notes payable as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Note Payable (c) $ 150,000 5/18/2016 6/1/2019 13.00 % $ 150,000 $ 150,000 Note Payable (f) * $ 50,000 10/18/2016 8/18/2017 5.00 % $ — $ 50,000 Note Payable (f) * $ 25,000 4/12/2017 10/12/2017 5.00 % $ — $ 25,000 Note Payable (b)*** $ 25,000 5/8/2017 6/30/2018 0.00 % $ 27,500 $ 25,000 Note Payable (f) * $ 25,000 7/25/2017 9/25/2017 5.00 % $ — $ 25,000 Note Payable (e) $ 50,000 9/1/2017 12/31/2017 8.00 % $ — $ 50,000 Note Payable (e) $ 25,000 9/27/2017 12/31/2017 8.00 % $ — $ 25,000 Note Payable (e) $ 37,500 10/11/2017 10/11/2018 8.00 % $ — $ 37,500 Note Payable (f) * $ 20,000 10/24/2017 4/24/2018 5.00 % $ — $ 20,000 Note Payable ** $ 56,000 12/1/2017 1/10/2018 8.00 % $ — $ 20,000 Note Payable (a) $ 150,000 1/5/2018 4/3/2018 8.00 % $ — $ — Note Payable (e) $ 12,500 2/16/2018 4/15/2018 8.00 % $ — $ — Note Payable (a) $ 250,000 2/27/2018 4/30/2018 8.00 % $ — $ — Note Payable (e) $ 130,000 6/20/2018 1/2/2020 8.00 % $ 130,000 $ — Note Payable (f)*, *** $ 126,964 6/20/2018 8/31/2018 6.00 % $ 126,964 $ — Note Payable (d)*** $ 26,500 6/26/2018 7/31/2018 10.00 % $ 26,500 $ — Note Payable (g)*** $ 60,000 10/30/2018 12/30/2018 8.00 % $ 60,000 $ — Note Payable (h) $ 8,700 11/15/2018 6/30/2019 10.00 % $ 8,700 $ — Subtotal $ 529,664 $ 427,500 Debt Discount $ (3,293 ) $ (6,283 ) Balance, net $ 526,371 $ 421,217 Less current portion $ (399,664 ) $ (421,217 ) Total long-term $ 126,707 $ — * Indicates a re-classification from a related party to a non-related party note, as of January 1, 2018 ** Paid off during the period The following table summarizes notes payable, related parties as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Note Payable, RP (l) $ 25,000 4/27/2017 4/27/2018 3.00 % $ — $ 17,500 Note Payable, RP (m) $ 15,000 5/15/2017 5/15/2018 5.00 % $ — $ 15,000 Note Payable, RP (l) $ 10,000 6/12/2017 6/12/2018 3.00 % $ — $ 10,000 Note Payable, RP (l) $ 5,500 7/3/2017 6/30/2018 3.00 % $ — $ 5,500 Note Payable, RP ** $ 2,000 7/5/2017 6/30/2018 3.00 % $ — $ 2,000 Note Payable, RP ** $ 3,000 7/6/2017 6/30/2018 3.00 % $ — $ 3,000 Note Payable, RP ** $ 2,500 7/10/2017 6/30/2018 3.00 % $ — $ 2,500 Note Payable, RP ** $ 2,500 7/12/2017 6/30/2018 3.00 % $ — $ 2,500 Note Payable, RP (l) $ 25,000 7/13/2017 6/30/2018 3.00 % $ — $ 25,000 Note Payable, RP (l) $ 5,000 8/14/2017 6/30/2018 3.00 % $ — $ 5,000 Note Payable, RP (k) * $ 275,000 9/27/2017 10/1/2018 7.50 % $ — $ 275,000 Note Payable, RP (l) $ 250,000 11/15/2017 12/15/2018 1.00 % $ — $ 250,000 Note Payable, RP (k) $ 100,000 11/15/2017 10/1/2018 7.50 % $ — $ 100,000 Note Payable, RP (i) $ 30,000 4/10/2018 1/15/2019 3.00 % $ 30,000 $ — Note Payable, RP (j) (l) $ 24,000 5/31/2018 6/30/2019 3.00 % $ — $ — Note Payable, RP (k) * $ 380,000 6/20/2018 1/2/2020 8.00 % $ 380,000 $ — Note Payable, RP (l) $ 350,000 6/20/2018 1/2/2020 5.00 % $ 350,000 $ — Note Payable, RP (m) $ 17,000 6/20/2018 1/2/2020 5.00 % $ 17,000 $ — Note Payable, RP (n)** $ 5,000 7/13/2018 6/30/2019 3.00 % $ — $ — Note Payable, RP (o)*** $ 50,000 7/27/2018 11/30/2018 8.00 % $ 50,000 $ — Note Payable, RP (p) $ 5,000 10/9/2018 Demand 0.00 % $ 5,000 $ — Note Payable, RP (q) $ 5,000 10/19/2018 Demand 0.00 % $ 5,000 $ — Note Payable, RP (r)** $ 2,000 10/24/2018 Demand 0.00 % $ — $ — Note Payable, RP (s) $ 3,000 10/24/2018 Demand 0.00 % $ 3,000 $ — Subtotal $ 840,000 $ 713,000 Debt Discount $ (13,174 ) $ — Balance, net $ 826,826 $ 713,000 Less current portion $ (93,000 ) $ (713,000 ) Total long-term $ 733,826 $ — * Indicates a note that is collateralized by a patent (Note 4) ** Paid off during the period The following table summarizes convertible notes payable as of December 31, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at December 31, 2018 Balance at December 31, 2017 Convertible Note Payable (t) $ 450,000 3/28/2018 3/31/2021 8.00 % $ 450,000 $ — Convertible Note Payable (u)** $ 68,000 6/13/2018 6/5/2019 12.00 % $ — $ — Convertible Note Payable (v) $ 38,000 7/30/2018 7/25/2019 12.00 % $ 38,000 $ — Convertible Note Payable (w) $ 53,000 8/29/2018 8/27/2019 12.00 % $ 53,000 $ — Convertible Note Payable (x) $ 50,000 12/6/2018 12/6/2019 5.00 % $ 50,000 $ — Convertible Note Payable (y) $ 65,000 12/6/2018 12/6/2019 5.00 % $ 65,000 $ — Convertible Note Payable (z) $ 63,000 12/12/2018 12/5/2019 12.00 % $ 63,000 $ — Subtotal $ 719,000 $ — Debt Discount $ (165,186 ) $ — Balance, net $ 553,814 $ — Less current portion $ (161,280 ) $ — Total long-term $ 392,534 $ — ** Paid off during the period |
DERIVATIVE AND PREFERRED STOC_2
DERIVATIVE AND PREFERRED STOCK LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Summary of changes in the fair value of the Company's Level 3 financial liabilities | December 31, 2018 December 31, 2017 Balance at the beginning of period $ — $ — Original discount limited to proceeds of notes 100,000 — Fair value of derivative liabilities in excess of notes proceeds received 247,033 — Change in fair value of embedded conversion option (24,057 ) — Balance at the end of the period $ 322,976 $ — |
Assumptions used in the calculations for fair value of derivative liabilities | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 124-222% 2.56-2.84% 0 % 1.00-5.00 At December 31, 2018 124-222% 2.46-2.56% 0 % 0.93-4.93 |
Assumptions used in the calculations for fair value of preferred stock liabilities | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 124 % 2.84 % 0 % 5.00 At December 31, 2018 124 % 2.46 % 0 % 4.93 |
STOCKHOLDERS' DEFICIT AND STO_2
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Assumptions used to estimate fair value of stock-based awards | The Year Ended: December 31, 2018 December 31, 2017 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 0.38 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 1.00 12/31/2019 25,000 01/01/2016 75,000 75,000 0.33 1.00 12/31/2019 30,000 09/15/2016 10,000 10,000 1.00 1.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 1.00 12/31/2019 7,500 01/01/2017 30,000 30,000 2.00 0.01 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 3.08 01/26/2022 400,000 2,287,500 2,287,500 $ 787,500 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Guarantees and Product Warranties [Abstract] | |
Summary of the continuity of share purchase warrants | Number of Weighted average exercise price Balance, December 31, 2017 and 2016 — — Issued 650,000 0.17 Balance, December 31, 2018 650,000 0.17 |
Share purchase warrants outstanding | Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 11/28/2018 50,000 50,000 1.00 2.91 11/28/2021 $ 50,000 12/3/2018 600,000 600,000 0.10 4.93 12/3/2023 60,000 650,000 650,000 $ 110,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future lease commitments | 2018 $ 59,250 2019 52,950 2020 — Total $ 112,200 |
NATURE OF BUSINESS AND SUMMAR_4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial assets and liabilities carried at fair value measured on a recurring basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock liability | $ 144,352 | ||
Derivative liability | 322,976 | ||
Total | 467,328 | ||
Quoted prices in active markets (Level 1) | |||
Preferred stock liability | |||
Derivative liability | |||
Total | |||
Significant other observable inputs (Level 2) | |||
Preferred stock liability | |||
Derivative liability | |||
Total | |||
Significant unobservable inputs (Level 3) | |||
Preferred stock liability | 144,352 | ||
Derivative liability | 322,976 | ||
Total | $ 467,328 |
NATURE OF BUSINESS AND SUMMAR_5
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 4,893 | $ 7,838 | $ 21,078 |
Cash equivalents | |||
Allowance for doubtful accounts | 12,000 | ||
Reserve allowance for inventory | |||
Balance of supplies and equipment not yet placed in service | 319,735 | 269,382 | |
Inventory reclassified as equipment not yet in service | 193,344 | ||
Impairment expense | |||
Antidilutive securities excluded from calculation of earnings per share | 5,852,661 | ||
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 ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses incurred since inception | $ (9,927,003) | $ (6,744,520) |
Working capital | $ (1,606,592) | $ (1,415,877) |
INCOME TAXES - Components of ne
INCOME TAXES - Components of net deferred tax asset (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,607,659 | $ 2,293,137 |
Stock/options issued for services | (323,275) | (74,875) |
Stock/option issued for acquisitions | (106,856) | (162,766) |
Contributed services | (77,997) | (126,287) |
Depreciation and Amortization | (175,363) | (142,563) |
Meals & Entertainment | (1,809) | (339) |
Loss on change in fair value of conversion features | (46,820) | |
Accretion of discount on convertible note | (12,640) | |
Loss on preferred stock liability | (17,710) | |
Valuation allowance | $ (1,845,189) | $ (1,786,307) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) from operations | $ (668,321) | $ (925,322) |
Stock/options issued for services | 248,400 | |
Stock/options issued for acquisition | 146,207 | |
Contributed services | 126,287 | |
Depreciation & Amortization | 70,710 | 99,141 |
Meal and Entertainment | 1,550 | 207 |
Loss on change in fair value of conversion feature | 46,820 | |
Accretion of discount on convertible note | 12,640 | |
Preferred stock liability loss | 17,710 | |
Change in valuation allowance | 270,491 | 553,480 |
Provision for Income Taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Federal and state net operating loss carry forwards | $ 6,541,856 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Machinery and leased equipment | $ 138,209 | $ 129,076 |
Machinery and equipment not yet in service | 369,754 | 278,079 |
Office equipment and furniture | 20,064 | 20,064 |
Website | 2,760 | 2,760 |
Leasehold improvements | ||
Total Property and equipment | 530,787 | 429,979 |
Less: Accumulated depreciation | (30,815) | (46,725) |
Property and equipment, net | $ 499,972 | $ 383,254 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation expense | $ (18,644) | $ (12,390) |
Impairment charges | 26,550 | |
Product costs | ||
Depreciation expense | (11,549) | (12,191) |
Leased equipment costs | ||
Depreciation expense | $ (10,749) | $ (422) |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of intangible assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,514,989 | $ 4,505,489 |
Technology rights | 235,500 | 200,000 |
Intangible, at cost | 4,750,489 | 4,705,489 |
Less: Accumulated amortization | (690,714) | (380,382) |
Net Carrying Amount | $ 4,059,775 | $ 4,325,107 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets Details Narrative Abstract | ||
Amortization expense | $ (310,332) | $ (272,800) |
DEBT - Notes payable (Details)
DEBT - Notes payable (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
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 | $ 50,000 |
Issuance date | Oct. 18, 2016 |
Maturity date | Aug. 18, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 50,000 |
Balance, ending | |
Notes Payable (3) | |
Original amount | $ 25,000 |
Issuance date | Apr. 12, 2017 |
Maturity date | Oct. 12, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (4) | |
Original amount | $ 25,000 |
Issuance date | May 8, 2017 |
Maturity date | Oct. 10, 2017 |
Interest rate | 0.00% |
Balance, beginning | $ 25,000 |
Balance, ending | 27,500 |
Notes Payable (5) | |
Original amount | $ 25,000 |
Issuance date | Jul. 25, 2017 |
Maturity date | Sep. 25, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (6) | |
Original amount | $ 50,000 |
Issuance date | Sep. 1, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | $ 50,000 |
Balance, ending | |
Notes Payable (7) | |
Original amount | $ 25,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (8) | |
Original amount | $ 37,500 |
Issuance date | Oct. 11, 2017 |
Maturity date | Oct. 11, 2018 |
Interest rate | 8.00% |
Balance, beginning | $ 37,500 |
Balance, ending | |
Notes Payable (9) | |
Original amount | $ 20,000 |
Issuance date | Oct. 24, 2017 |
Maturity date | Apr. 24, 2018 |
Interest rate | 5.00% |
Balance, beginning | $ 20,000 |
Balance, ending | |
Notes Payable (10) | |
Original amount | $ 56,000 |
Issuance date | Dec. 1, 2017 |
Maturity date | Jan. 10, 2018 |
Interest rate | 8.00% |
Balance, beginning | $ 20,000 |
Balance, ending | |
Notes Payable (11) | |
Original amount | $ 150,000 |
Issuance date | Jan. 5, 2018 |
Maturity date | Apr. 3, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (12) | |
Original amount | $ 12,500 |
Issuance date | Feb. 16, 2018 |
Maturity date | Apr. 15, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (13) | |
Original amount | $ 250,000 |
Issuance date | Feb. 27, 2018 |
Maturity date | Apr. 30, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (14) | |
Original amount | $ 130,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 130,000 |
Notes Payable (15) | |
Original amount | $ 126,964 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 60.00% |
Balance, beginning | |
Balance, ending | 126,964 |
Notes Payable (16) | |
Original amount | $ 26,500 |
Issuance date | Jun. 26, 2018 |
Maturity date | Jul. 31, 2018 |
Interest rate | 10.00% |
Balance, beginning | |
Balance, ending | 26,500 |
Notes Payable (17) | |
Original amount | $ 60,000 |
Issuance date | Oct. 30, 2018 |
Maturity date | Dec. 30, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 60,000 |
Notes Payable (18) | |
Original amount | $ 8,700 |
Issuance date | Nov. 15, 2018 |
Maturity date | Jun. 30, 2019 |
Interest rate | 10.00% |
Balance, beginning | |
Balance, ending | 8,700 |
Notes Payable, Related Party (1) | |
Original amount | $ 25,000 |
Issuance date | Apr. 27, 2017 |
Maturity date | Apr. 27, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 17,500 |
Balance, ending | |
Notes Payable, Related Party (2) | |
Original amount | $ 15,000 |
Issuance date | May 15, 2017 |
Maturity date | May 15, 2018 |
Interest rate | 5.00% |
Balance, beginning | $ 15,000 |
Balance, ending | |
Notes Payable, Related Party (3) | |
Original amount | $ 10,000 |
Issuance date | Jun. 12, 2017 |
Maturity date | Jun. 12, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 10,000 |
Balance, ending | |
Notes Payable, Related Party (4) | |
Original amount | $ 5,500 |
Issuance date | Jul. 3, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 5,500 |
Balance, ending | |
Notes Payable, Related Party (4a) | |
Original amount | $ 2,000 |
Issuance date | Jul. 5, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,000 |
Balance, ending | |
Notes Payable, Related Party (4b) | |
Original amount | $ 3,000 |
Issuance date | Jul. 6, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 3,000 |
Balance, ending | |
Notes Payable, Related Party (5) | |
Original amount | $ 2,500 |
Issuance date | Jul. 10, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,500 |
Balance, ending | |
Notes Payable, Related Party (6) | |
Original amount | $ 2,500 |
Issuance date | Jul. 12, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,500 |
Balance, ending | |
Notes Payable, Related Party (7) | |
Original amount | $ 25,000 |
Issuance date | Jul. 13, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable, Related Party (8) | |
Original amount | $ 5,000 |
Issuance date | Aug. 14, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 5,000 |
Balance, ending | |
Notes Payable, Related Party (9) | |
Original amount | $ 275,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | $ 275,000 |
Balance, ending | |
Notes Payable, Related Party (10) | |
Original amount | $ 250,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Dec. 15, 2018 |
Interest rate | 1.00% |
Balance, beginning | $ 250,000 |
Balance, ending | |
Notes Payable, Related Party (11) | |
Original amount | $ 100,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | $ 100,000 |
Balance, ending | |
Notes Payable, Related Party (12) | |
Original amount | $ 30,000 |
Issuance date | Apr. 10, 2018 |
Maturity date | Jan. 15, 2019 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 30,000 |
Notes Payable, Related Party (13) | |
Original amount | $ 24,000 |
Issuance date | May 31, 2018 |
Maturity date | Jun. 30, 2019 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (14) | |
Original amount | $ 380,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 380,000 |
Notes Payable, Related Party (15) | |
Original amount | $ 350,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 350,000 |
Notes Payable, Related Party (16) | |
Original amount | $ 17,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 17,000 |
Notes Payable, Related Party (17) | |
Original amount | $ 5,000 |
Issuance date | Jul. 13, 2018 |
Maturity date | Jun. 30, 2019 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (18) | |
Original amount | $ 50,000 |
Issuance date | Jul. 27, 2018 |
Maturity date | Nov. 30, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 50,000 |
Notes Payable, Related Party (19) | |
Original amount | $ 5,000 |
Issuance date | Oct. 9, 2018 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | 5,000 |
Notes Payable, Related Party (20) | |
Original amount | $ 5,000 |
Issuance date | Oct. 19, 2018 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | 5,000 |
Notes Payable, Related Party (21) | |
Original amount | $ 2,000 |
Issuance date | Oct. 24, 2018 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (22) | |
Original amount | $ 3,000 |
Issuance date | Oct. 24, 2018 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | 3,000 |
Convertible Note Payable (1) | |
Original amount | $ 450,000 |
Issuance date | Mar. 28, 2018 |
Maturity date | Mar. 31, 2021 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 450,000 |
Convertible Note Payable (2) | |
Original amount | $ 68,000 |
Issuance date | Jun. 5, 2018 |
Maturity date | Jun. 5, 2019 |
Interest rate | 12.00% |
Balance, beginning | |
Balance, ending | |
Convertible Note Payable (3) | |
Original amount | $ 38,000 |
Issuance date | Jul. 25, 2018 |
Maturity date | Jul. 25, 2019 |
Interest rate | 12.00% |
Balance, beginning | |
Balance, ending | 38,000 |
Convertible Note Payable (4) | |
Original amount | $ 53,000 |
Issuance date | Aug. 27, 2018 |
Maturity date | Aug. 27, 2019 |
Interest rate | 12.00% |
Balance, beginning | |
Balance, ending | 53,000 |
Convertible Note Payable (5) | |
Original amount | $ 50,000 |
Issuance date | Dec. 6, 2018 |
Maturity date | Dec. 6, 2019 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 50,000 |
Convertible Note Payable (6) | |
Original amount | $ 65,000 |
Issuance date | Dec. 6, 2018 |
Maturity date | Dec. 6, 2019 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 65,000 |
Convertible Note Payable (7) | |
Original amount | $ 63,000 |
Issuance date | Dec. 12, 2018 |
Maturity date | Dec. 5, 2019 |
Interest rate | 12.00% |
Balance, beginning | |
Balance, ending | $ 63,000 |
DERIVATIVE AND PREFERRED STOC_3
DERIVATIVE AND PREFERRED STOCK LIABILITIES - Summary of changes in the fair value of the Company’s Level 3 financial liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
Balance at the beginning of period | ||
Original discount limited to proceeds of notes | 100,000 | |
Fair value of derivative liabilities in excess of notes proceeds received | 247,033 | |
Change in fair value of embedded conversion option | (24,057) | |
Balance at the end of the period | $ 322,976 |
DERIVATIVE AND PREFERRED STOC_4
DERIVATIVE AND PREFERRED STOCK LIABILITIES - Assumptions used in the calculations for fair value of derivative liabilities (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative liabilities - At Issuance | |
Expected price volatility, minimum | 124.00% |
Expected price volatility, maximum | 222.00% |
Expected dividend yield | 0.00% |
Expected option life, minimum | P1Y |
Expected option life, maximum | 5 years |
Risk-free interest rate, minimum | 2.56% |
Risk-free interest rate, maximum | 2.84% |
Derivative liabilities | |
Expected price volatility, minimum | 124.00% |
Expected price volatility, maximum | 222.00% |
Expected dividend yield | 0.00% |
Expected option life, minimum | P11M5D |
Expected option life, maximum | 4 years 11 months 5 days |
Risk-free interest rate, minimum | 2.46% |
Risk-free interest rate, maximum | 2.56% |
DERIVATIVE AND PREFERRED STOC_5
DERIVATIVE AND PREFERRED STOCK LIABILITIES - Assumptions used in the calculations for fair value of preferred stock liabilities (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Preferred stock liability - At Issuance | |
Expected price volatility, maximum | 124.00% |
Expected dividend yield | 0.00% |
Expected option life, maximum | 5 years |
Risk-free interest rate, maximum | 2.84% |
Preferred stock liability | |
Expected price volatility, maximum | 124.00% |
Expected dividend yield | 0.00% |
Expected option life, maximum | 4 years 11 months 5 days |
Risk-free interest rate, maximum | 2.46% |
DERIVATIVE AND PREFERRED STOC_6
DERIVATIVE AND PREFERRED STOCK LIABILITIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Notes to Financial Statements | |
Initial loss on fair value of preferred stock liability | $ (90,283) |
Gain on change in fair value of preferred shares | $ 5,931 |
STOCKHOLDERS' DEFICIT AND STO_3
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Assumptions used to estimate fair value of stock-based awards (Details) - Stock-based awards, options granted | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected price volatility, minimum | 165.72% | |
Expected price volatility, maximum | 199.94% | |
Expected dividend yield | 0.00% | |
Expected option life, minimum | P2Y | |
Expected option life, maximum | 5 years | |
Risk-free interest rate, minimum | 1.22% | |
Risk-free interest rate, maximum | 1.95% |
STOCKHOLDERS' DEFICIT AND STO_4
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - 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 | Dec. 31, 2018 |
Options issued and outstanding | |||||||
Number outstanding | 200,000 | 30,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | |
Number exercisable | 200,000 | 30,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | |
Exercise price | $ 2 | $ 2 | $ 1 | $ 1 | $ 0.33 | $ 0.13 | |
Weighted average remaining contractual life | 3 years 29 days | 4 days | 1 year | 1 year | 1 year | 4 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 | $ 25,000 | $ 250,000 | $ 787,500 |
Options issued and outstanding (2) | |||||||
Number outstanding | 75,000 | ||||||
Number exercisable | 75,000 | ||||||
Exercise price | $ 0.33 | ||||||
Weighted average remaining contractual life | 1 year | ||||||
Expiration date | Dec. 31, 2019 | ||||||
Proceeds to Company if exercised | $ 30,000 |
STOCKHOLDERS' DEFICIT AND STO_5
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock sold to unrelated shareholder, shares | 110,000 | |
Common stock sold to unrelated shareholder, proceeds | $ 55,000 | |
Common stock issued to related party, shares | 120,000 | |
Common stock issued to related party, price per share | $ .50 | |
Common stock issued to related party, cash proceeds received | $ 60,000 | |
Stock Options | ||
Weighted average exercise prices of options outstanding | $ .34 | |
Weighted average exercise prices of options exercisable | $ .34 | |
Instrinsic value of stock options outstanding | $ 50,000 | |
Consulting company (1) | ||
Initial fee for consulting company | 5,000 | |
Monthly fee to consulting company | $ 2,500 | |
Common stock issued, shares | 2,000,000 | |
Common stock issued, value per share | $ 0.50 | |
Common stock issued, fair value | $ 1,000,000 | |
Consulting expense recorded | $ 797,260 | |
Consulting company (2) | ||
Common stock issued, shares | 50,000 | |
Common stock issued, fair value | $ 28,000 | |
Consulting expense recorded | $ 16,831 | |
Life Sciences Journeys, Inc. | ||
Common stock issued, shares | 1,000,000 | |
Common stock issued, fair value | $ 355,000 | |
Consulting expense recorded | $ 355,000 | |
Consulting company (3) | ||
Common stock issued, shares | 100,000 | |
Common stock issued, fair value | $ 17,000 | |
Consulting expense recorded | $ 2,615 | |
Related party (1) | ||
Stock Options | ||
Stock options issued, shares | 30,000 | |
Stock options issued, exercise price | $ 2 | |
Stock compensation expense recognized | $ 56,220 | |
Remaining stock compensation expense | ||
Related party (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 |
WARRANTS - Summary of the conti
WARRANTS - Summary of the continuity of share purchase warrants (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Guarantees and Product Warranties [Abstract] | |
Number of warrants, beginning balance | shares | |
Number of warrants, issued | shares | 650,000 |
Number of warrants, ending balance | shares | 650,000 |
Weighted average exercise price, beginning balance | $ / shares | |
Weighted average exercise price, issued | $ / shares | 0.17 |
Weighted average exercise price, ending balance | $ / shares | $ 0.17 |
WARRANTS - Share purchase warra
WARRANTS - Share purchase warrants outstanding (Details) - Share purchase warrants outstanding - USD ($) | Dec. 04, 2018 | Nov. 29, 2018 | Dec. 31, 2018 |
Number outstanding | 600,000 | 50,000 | 650,000 |
Number exercisable | 600,000 | 50,000 | 650,000 |
Exercise price | $ 0.10 | $ 1 | |
Weighted average remaining contractual life | 4 years 11 months 5 days | 10 months 28 days | |
Expiration date | Dec. 3, 2023 | Nov. 28, 2021 | |
Proceeds to Company if exercised | $ 60,000 | $ 50,000 | $ 110,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future lease commitments (Details) - Future lease commitments | Dec. 31, 2018USD ($) |
2019 | $ 52,950 |
2020 | |
Total | $ 52,950 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Annual base salary for director to serve as president of Annihilyzer Division of Paradigm | $ 90,000 | |
Signing bonus due to Division president | 40,000 | |
Purchase agreement initial payment amount | $ 5,000 | |
Consulting agreement (1) | ||
Consulting fees and expenses | 3,000 | |
Monthly consulting fee | 3,000 | |
Initial fee | 1,000 | |
Consulting agreement (2) | ||
Consulting fees and expenses | $ 16,667 | |
Consulting agreement (3) | ||
Monthly consulting fee | 1,250 | |
Initial fee | 5,000 | |
Consulting agreement (4) | ||
Monthly consulting fee | 2,500 | |
Initial fee | $ 5,000 | |
Shares issued for services | 2,000,000 | |
Consulting agreement (5) | ||
Shares issued for services | 50,000 | |
Consulting agreement (6) | ||
Shares issued for services | 1,000,000 | |
Consulting agreement (7) | ||
Shares issued for services | 100,000 |