Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Apr. 17, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | IMAGING3 INC | |
Entity Central Index Key | 1,205,181 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 32,706,761 | |
Trading Symbol | IMGGQ | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,594 | $ 22,638 |
Total current assets | 3,594 | 22,638 |
PROPERTY AND EQUIPMENT, net | ||
Total assets | 3,594 | 22,638 |
CURRENT LIABILITIES: | ||
Accounts payable | 488,102 | 1,692,652 |
Accrued expenses | 216,031 | 132,428 |
Subscriptions payable | 130,600 | |
Administrative claims payable | 1,131,916 | |
Derivative liability | 701,347 | 5,532,898 |
Deferred revenue | 41,829 | |
Convertible notes payable, net of discount of $455,478 and $115,822 | 1,043,502 | 771,028 |
Total current liabilities | 3,711,948 | 8,170,835 |
LONG TERM LIABILITIES | ||
TOTAL LIABILITIES | 3,711,498 | 8,170,835 |
COMMITMENTS AND CONTINGENCIES, note 10 | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock and additional paid-in capital authorized 1,000,000,000 shares, no par value and 15,474,454 and 12,201,005 issued and outstanding as of December 31, 2017, and December 31, 2016, respectively | 9,417,055 | 7,829,273 |
Accumulated deficit | (13,124,959) | (15,977,470) |
Total stockholders' deficit | (3,707,904) | (8,148,197) |
Total liabilities and stockholders' deficit | $ 3,594 | $ 22,638 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, net of discount | $ 455,478 | $ 115,822 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, no par value | ||
Common stock, shares issued | 15,474,454 | 12,201,005 |
Common stock, shares outstanding | 15,474,454 | 12,201,005 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenues | $ 41,829 | $ 33,083 |
Cost of goods sold | 14,263 | 10,247 |
Gross profit | 27,566 | 22,836 |
Operating expenses | ||
General and administrative expenses | 1,654,541 | 2,697,527 |
Total operating expenses | 1,654,541 | 2,697,527 |
Loss from operations | (1,626,975) | (2,674,691) |
Other income (expense): | ||
Interest expense | (1,171,708) | (2,894,263) |
Change in value | 1,895,731 | (1,633,732) |
Gain (loss) on extinguishment of debt | 3,668,776 | (29,489) |
Other income | 87,487 | 471,505 |
Total other income (expense) | 4,480,286 | (4,085,979) |
Income (loss) before income tax | 2,853,311 | (6,760,670) |
Provision for income taxes | 800 | 800 |
Net income (loss) | $ 2,852,511 | $ (6,761,470) |
Net income (loss) per share - Basic | $ 0.21 | $ (0.64) |
Net income (loss) per share - Diluted | $ 0.18 | $ (0.64) |
Weighted average common stock outstanding - Basic | 13,825,914 | 10,641,764 |
Weighted average common stock outstanding - Diluted | 15,667,279 | 10,641,764 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,852,511 | $ (6,761,470) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 139,535 | |
Change in value of derivatives | (1,895,731) | 1,633,732 |
Non cash interest | 964,437 | 2,789,771 |
(Gain)loss on extinguishment of debt | (3,668,776) | 29,489 |
Shares issued for services | 648,300 | 1,903,050 |
Warrants issued for services | 194,956 | |
(Increase) / decrease in current assets: | ||
Accounts receivable | 51,505 | |
Increase / (decrease) in current liabilities: | ||
Accounts payable | 124,778 | (240,012) |
Accrued expenses | 89,675 | (130,787) |
Deferred revenue | (41,829) | (31,083) |
Net cash used in operating activities | (731,679) | (616,270) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable | 575,035 | 462,500 |
Proceeds from sale of common stock and subscription payable | 137,600 | 166,900 |
Net cash provided by financing activities | 712,635 | 629,400 |
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS | (19,044) | 13,130 |
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 22,638 | 9,508 |
CASH & CASH EQUIVALENTS, ENDING BALANCE | 3,594 | 22,638 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid in cash | ||
Income taxes paid in cash | ||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Notes and accrued interest converted to common stock | 196,797 | 70,747 |
Promissory notes issued for no cash consideration | 151,222 | |
Compensation paid through exercise of options | $ 200,000 |
Statement of Stockholders_ Defi
Statement of Stockholders’ Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 5,365,047 | $ (9,216,000) | $ (3,850,953) | |
Balance, shares at Dec. 31, 2015 | 9,537,820 | |||
Preferred stock issued to officer | ||||
Preferred stock issued to officer, shares | 100 | |||
Shares issued for cash | $ 166,900 | $ 166,900 | ||
Shares issued for cash, shares | 225,200 | 2,663,185 | ||
Shares issued for services | $ 1,903,050 | $ 1,903,050 | ||
Shares issued for services, shares | 2,084,250 | 41,685,000 | ||
Note payable converted to stock | $ 254,741 | $ 254,741 | ||
Note payable converted to stock, shares | 353,735 | |||
Stock-based compensation | $ 139,535 | 139,535 | ||
Net Loss | (6,761,470) | $ (6,761,470) | ||
Exercise of stock options, shares | ||||
Balance at Dec. 31, 2016 | $ 7,829,273 | (15,977,470) | $ (8,148,197) | |
Balance, shares at Dec. 31, 2016 | 100 | 12,201,005 | ||
Shares issued for cash | $ 7,000 | $ 7,000 | ||
Shares issued for cash, shares | 7,500 | 150,000 | ||
Shares issued for services | $ 648,300 | $ 648,300 | ||
Shares issued for services, shares | 2,541,500 | |||
Note payable converted to stock | $ 431,375 | $ 431,375 | ||
Note payable converted to stock, shares | 431,375 | 431,375 | ||
Stock-based compensation | ||||
Net Loss | 2,852,511 | 2,852,511 | ||
Warrants issued for services | 194,956 | 194,956 | ||
Shares from the issuance of notes | $ 180,000 | 180,000 | ||
Shares from the issuance of notes, shares | 900,000 | |||
Repurchase of preferred stock | ||||
Repurchase of preferred stock, shares | (100) | |||
Cancellation of officers' common stock | ||||
Cancellation of officers' common stock, shares | (1,400,000) | |||
Cashless exercise of warrants | ||||
Cashless exercise of warrants, shares | 393,074 | |||
Settlement of derivatives | $ (73,849) | (73,849) | ||
Settlement of derivatives, shares | ||||
Exercise of stock options | $ 200,000 | $ 200,000 | ||
Exercise of stock options, shares | 400,000 | (400,000) | ||
Balance at Dec. 31, 2017 | $ 9,417,055 | $ (13,124,959) | $ (3,707,904) | |
Balance, shares at Dec. 31, 2017 | 15,474,454 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Imaging3, Inc. (the “Company”, “us”, “we”, “Imaging3”) incorporated in the state of California on October 29, 1993 as Imaging Services, Inc. The Company filed a certificate of amendment of articles of incorporation to change its name to Imaging3, Inc. on August 20, 2002. In March of 2018, the Company incorporated in Delaware. The Company is a development stage medical device company. The Company has developed a portable proprietary imaging technology designed to produce 3D images in real time. The Company’s devices emit low levels of radiation and require less specialized power sources than currently available imaging devices. The Company’s lead device, the Dominion Smartscan, for which the Company plans to submit a 510K application with the FDA in mid-2018, will be portable and works on conventional household current. While the primary focus is applications for the healthcare industry, there are many potential non-healthcare related uses for the Company’s technology, including agriculture and security. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES On September 13, 2012 (the “Petition Date”), the Company filed a voluntary petition with the federal bankruptcy court in Los Angeles, California, to enter bankruptcy under Chapter 11 of the United States Bankruptcy Code. On or about July 15, 2013, our Plan of Reorganization was approved by the United States Bankruptcy Court. On July 30, 2013, we emerged from bankruptcy and continued operations under the terms and conditions of our Bankruptcy Reorganization Plan as it applies to post bankruptcy operations. For accounting purposes, management deemed the effective date of the Chapter 11 Plan (the “Plan”) to be June 30, 2013. The Plan adopted by Imaging3, Inc. is a reorganizing plan. Payments under the Plan were made by utilizing existing cash on hand, borrowings on a secured and unsecured basis, future cash flow, if any, capital raised through the sale of our common stock in private placements, and by conversion of debt to equity. Upon emergence from bankruptcy, Imaging3 adopted fresh-start accounting which resulted in Imaging3 becoming a new entity for financial reporting purposes. Imaging3 applied fresh start accounting as of July 1, 2013. As a result of the application of fresh start accounting and the effects of the implementation of the plan of reorganization, the financial statements on or after July 1, 2013 are not comparable with the financial statements prior to that date. On March 16, 2018, the Company completed a 1-for-20 reverse stock split. The accompanying financial statements have been retroactively restated to reflect the 1-for-20 reverse-stock split. Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company had no cash equivalents at December 31, 2017 or 2016. Revenue Recognition Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company’s return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience. The Company accrues for warranty costs, sales returns, and other allowances based on its experience. Generally, the Company extends credit to its customers and does not require collateral. The Company performs ongoing credit evaluations of its customers and historic credit losses have been within management’s expectations and has a revenue receivables policy for service and warranty contracts. Warranty revenues are deferred and recognized on a straight-line basis over the term of the contract or as services are performed. Deferred Revenue Deferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight-line over the remaining contractual term or estimated customer life of an agreement. Accounts Receivable The Company’s customer base is geographically dispersed. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company tests long-lived assets, including property, plant, equipment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment, and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows at the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. Basic and Diluted Net Income Per Share Basic net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. During 2016, potentially dilutive securities were excluded from the computation of weighted average shares outstanding-diluted because their effect was anti-dilutive. Numerator: Net income attributable to common shareholders, for the year ended December 31, 2017 $ 2,852,511 Denominator: Weighted-average number of common shares outstanding during the period 13,825,914 Dilutive effect of stock options, warrants, and convertible promissory notes 1,841,365 Common stock and common stock equivalents used for diluted earnings per share $ 15,667,279 Derivative Financial Instruments The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including convertible notes and warrants and other instruments not indexed to our stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with warrants to purchase common stock and convertible notes. Fair Value of Financial Instruments The fair value accounting standard creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Observable prices in active markets for identical assets or liabilities. Level 2: Observable prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in the market. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. The Company had the following assets or liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016 respectively. Level 1 Level 2 Level 3 Total Derivative Liabilities 2017 $ - $ - $ 701,347 $ 701,347 Derivative Liabilities 2016 $ - $ - $ 5,532,898 $ 5,532,898 Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with FASB ASC 730-10. Included in research and development costs are operating costs, facilities, supplies, external services, clinical trial and manufacturing costs, and overhead directly related to the Company’s research and development operations, as well as costs to acquire technology licenses. Recent Accounting Pronouncements In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. INCOME TAXES The Company’s book losses and other timing differences result in a net deferred income tax benefit which is offset by a valuation allowance for a net deferred asset of zero. The Company has concluded, in accordance with the applicable accounting standards, that it is more likely than not that the Company may not realize the benefit of all of its deferred tax assets. Accordingly, management has provided a 100% valuation allowance against its deferred tax assets until such time as management believes that its projections of future profits as well as expected future tax rates make the realization of these deferred tax assets more-likely-than-not. Significant judgment is required in the evaluation of deferred tax benefits and differences in future results from our estimates could result in material differences in the realization of these assets. The Company has recorded a full valuation allowance related to all of its deferred tax assets. The Company has performed an assessment of positive and negative evidence regarding the realization of the net deferred tax asset in accordance with FASB ASC 740-10, “Accounting for Income Taxes.” This assessment included the evaluation of scheduled reversals of deferred tax liabilities, the availability of carry forwards and estimates of projected future taxable income. The availability of the Company’s net operating loss carry forwards is subject to limitation if there is a 50% or more change in the ownership of the Company’s stock. The provision for income taxes consists of the state minimum tax imposed on corporations of $800. The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not recognized any unrecognized tax benefits and does not have any interest or penalties related to uncertain tax positions as of December 31, 2016 or December 31, 2017. As of December 31, 2017, the Company estimated it had available gross net operating loss (NOL) carry forwards of approximately $12 million, which expire at various dates through 2037. The components of the net deferred income taxes at December 31, 2016 and 2017 are summarized below: December 31, 2016 December 31, 2017 Deferred income tax assets Net operating loss carry forwards $ 5,962,000 $ 3,373,000 Less: valuation allowance (5,962,000 ) (3,373,000 ) Deferred income tax assets, net $ - $ - The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations: December 31, 2016 December 31, 2017 Tax expense (benefit) at federal statutory rate (34 )% 34 % State tax expense, net of federal tax (6 ) 6 Change in deferred taxes due to statutory rate change - 51 Changes in valuation allowance 40 (91 ) Effective income tax rate $ - $ - Income tax expense for the period ended December 31, 2016 and the year ended December 31, 2017 is summarized below. 2016 2017 Current tax expense: Federal $ - $ - State 800 800 Total current tax expense $ 800 $ 800 Deferred tax expense: Federal $ - $ - State - - Total deferred tax expense, net $ - $ - Tax expense $ 800 $ 800 On December 22, 2017, the U.S. government enacted comprehensive tax reform commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). Under FASB Accounting Standards Codification (“ASC 740”), the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The TCJA makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 34% to 21%; (2) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (3) bonus depreciation that will allow for full expensing of qualified property; (4) creating a new limitation on deductible interest expense; (5) eliminating the corporate alternative minimum tax (“AMT”); (6) limitation on the deductibility of executive compensation under Internal Revenue Code §162(m); and (7) new tax rules related to foreign operations. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118, which provides guidance on accounting for the tax effects of TCJA. The purpose of SAB No. 118 was to address any uncertainty or diversity of view in applying ASC Topic 740, Income Taxes in the reporting period in which the TCJA was enacted. SAB No. 118 addresses situations where the accounting is incomplete for certain income tax effects of the TJCA upon issuance of a company’s financial statements for the reporting period that includes the enactment date. SAB No. 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the TCJA. Additionally, SAB No. 118 allows for a measurement period to finalize the impacts of the TCJA, not to extend beyond one year from the date of enactment. In connection with the initial analysis of the impact of the TCJA, we recorded a provisional decrease in our deferred tax assets and liabilities with a corresponding adjustment to its valuation allowance. While we are able to make a reasonable estimate of the impact of the reduction in the corporate rate, it is subject to further analysis, interpretation and clarification of the TCJA, which could result in changes to this estimate during 2018. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. NOTES PAYABLE During 2015 and 2016, the Company issued promissory notes in the aggregate amount of $942,850 for cash proceeds of $872,500. These notes bear interest at 5%-10% per annum and several were due on various dates between 2015 and 2017. These notes are secured by substantially all assets of the Company. The convertible promissory notes are convertible into shares of the Company’s common stock at a rate equal to $0.01-$0.05 per share (pre reverse stock split), subject to downward adjustments for future equity issuances. In connection with these convertible promissory notes, the Company issued warrants to purchase 3,325,000 shares of common stock at an exercise price of $0.20 per share, subject to downward adjustments for future equity issuances. The warrants have a term of 7 years from the date of issuance. The Company is in default under the terms of these notes. The conversion features and warrants are considered derivative liabilities pursuant to ASC 815 and were measured at their grant-date fair value and recorded as a liability and note discount on the date of issuance. Subsequent changes to the value of the derivative liabilities are recorded in earnings. As a result, during the ended year ended December 31, 2016, the Company recorded an initial note discount of $455,000, with an additional immediate charge to interest expense of $749,809 relating to the excess value of the derivative liabilities over the promissory notes. On January 5, 2017 the Company entered into a financing arrangement with five accredited investors (the “Investors”), whereby amendments to certain convertible note agreements totaling $662,000 were enacted. The amendments to the convertible note agreements involved (1) extending the maturity dates of the note agreements; and (2) amending the optional conversion provisions of the original note agreements to now describe an adjustable conversion price based on the completion of a qualified financing offering. If the cumulative gross proceeds of such offerings exceed $2.5 million, the conversion price will be adjusted automatically to match the offering’s conversion price and conversion to common shares will occur automatically. If the cumulative gross proceeds of such offerings remain below $2.5 million, the conversion price adjusts to match the offering conversion price for the Investors. Should there be an event of default under these amended notes, the Investors will have, in addition to all the other rights described in that certain Securities Purchaser Agreement, the right, at each Investor’s option, to convert the notes into common shares at $0.20 per share. The Company and certain Investors agreed to amend its warrant agreements to reduce the number of warrants by 75% to 831,250. The exercise price remains at $0.20 per share. In consideration of this reduction of the number of warrants, the Company issued to the Investors new convertible promissory notes in total principal amount of $124,688 in the same form as the original convertible notes described above as amended. These additional convertible notes accrue interest beginning on January 9, 2017 and are due May 18, 2018. The amendment to the notes and warrants were accounted for as an extinguishment of debt, which resulted in a gain on extinguishment of debt totaling $3,668,776 for the year ended December 31, 2017. The Investors agreed to lend the Company up to $200,000, in increments of $50,000, at the Company’s discretion (the “Additional Loans”), as long as the Original Notes are not in default. These loans will be evidenced by note agreements in the form of the original notes as amended, described above, with a maturity date of May 18, 2018 and bear interest at 10% per annum. These notes have a face value of 118.75% of the funds actually advanced and contain conversion features (conversion price of $0.50 per share) making them derivative instruments. As of December 31, 2017, $150,034 of cash proceeds have been received from this agreement, for a total principal outstanding of $178,166. The Additional Loans are secured by a UCC filing on the Company’s assets. In connection with these note agreements, the derivative liability created by these note agreements and warrants totaled $288,057. The derivative liability in excess of the cash proceeds received was recorded as a charge to interest expense, which totaled $136,835. In addition, the Company issued 187,500 warrants in the form of the original Warrants as amended granting the Investor the right to purchase, at $0.20 per share in connection with these notes. These warrants were valued using the black-scholes valuation model with the assumptions and inputs discussed in note 6. The agreement to amend the notes and warrants and to loan additional monies to the Company, as described above, was dependent on the two officers of the Company—Chief Executive Officer Dane Medley and Chief Financial Officer Xavier Aguilera—agreeing to restate their respective employment agreement, which they both have done. On January 10, 2017, certain note holders converted notes to common shares. The total principal and accrued interest balance converted amounted to $196,797 along with $234,578 of derivative liability associated with conversion features that were settled upon conversion. The conversion resulted in the issuance of 431,375 common shares. The fair market value of the common shares on the date of conversion totaled $431,375. On May 25, 2017 the Company completed the sale of $500,000 of Convertible Promissory Notes (the “Notes”) to two accredited investors (the “Investors”) that are due May 23, 2018 (the “Maturity Date”). After transaction costs, the company netted $425,000 from the sale of the Notes. These Notes bear interest at the rate of 12% per annum to the Maturity Date and may be redeemed by the Company for 125% of face value within 90 days of issuance and at 135% of face value from 91 days after issuance and before 180 days after issuance. Any amount of principal or interest on these notes which is not paid when due shall bear interest at the rate of 24% per annum from the due date thereof until the same is paid. If the Notes are not repaid by the end of this period, any balance due is convertible—at the option of the note holders—into common stock at 60% of the lowest closing price for the prior 20 trading days. In connection with the sale of the Notes, the Investors received a commitment fee totaling 900,000 shares valued at $180,000, and the holders of a majority of the principal amount of the Company’s notes outstanding at May 18, 2017 (the “Prior Notes”) executed, as of that date, an Omnibus Amendment that enabled the transaction by (i) extending the maturity date of these Prior Notes to May 18, 2018 and (ii) restricting the rights of all the holders of the Prior Notes, including their right to convert until certain conditions are met. In addition, the holders of these Prior Notes were relieved of their obligation to provide the final note tranche of $50,000. In connection with these notes, the Company recorded note discounts totaling $648,750 and an immediate charge to interest of $411,725 related to the excess value of the conversion feature derivative over the carrying value of the notes. Amortization of note discounts amounted to $449,281 during the year ended December 31, 2017 and $349,000 for the year ended December 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 5. STOCKHOLDERS’ EQUITY Preferred Stock Dane Medley relinquished these voting shares during the first quarter ended March 31, 2017 for consideration of $60,000, which has not yet been paid and is included in accounts payable at December 31, 2017. Common Stock The Company is authorized to issue 1,000,000,000 shares of no par value common stock. During the year ended December 31, 2016, the Company issued 2,663,185 shares of common stock, 2,084,250 shares related to services valued at $1,903,050, 225,200 shares were issued for cash proceeds of $166,900, and 353,735 shares related to a conversion of notes payable at $0.20 per share. During the year ended December 31, 2017 the Company issued a total of 7,500 shares of common stock for cash in the amount of $7,000 and 2,541,500 shares were issued for services rendered valued at $648,300. In addition, the Company raised $130,600 of capital related to shares of common stock, however these shares were not issued as of December 31, 2017 and are presented as a subscription payable on the accompanying balance sheet. As of December 31, 2017, there were approximately 568 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of December 31, 2017, there were 15,474,454 shares of our common stock outstanding on record. Stock Option Plan During 2014, the Board of Directors adopted, and the shareholders approved, the 2014 Stock Option Plan under which a total of 27,000,000 shares of common stock had been reserved for issuance. The Stock Option Plan will terminate in September 2024. Stock Options Transactions in FY2017 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2016 650,000 $ 0.69 8.86 Granted Exercised (400,000 ) $ 0.50 Cancelled/Forfeited Outstanding, December 31, 2017 250,000 $ 1.00 7.57 Exercisable, December 31, 2017 250,000 $ 1.00 7.57 Transactions in FY2016 Outstanding, December 31, 2015 400,000 $ 0.50 9.00 Granted 250,000 $ 1.00 9.00 Exercised Cancelled/Forfeited Outstanding, December 31, 2016 650,000 $ 0.69 8.86 Exercisable, December 31, 2016 650,000 $ 0.69 8.86 As of December 31, 2017, employees of the Company hold options to purchase 250,000 shares of common stock at an exercise price of $0.50. On September 15, 2017, two officers exercised their 400,000 options at a cost of $200,000, by offsetting and reducing their deferred salary and other amounts owed to them by the Company. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Warrants | 6. WARRANTS Following is a summary of warrants outstanding at December 31, 2017: Number of Warrants Exercise Price Expiration Date 541,362 $ 0.00002 July 2023 25,000 $ 0.20 April 2022 312,500 $ 0.20 August 2022 287,500 $ 0.20 April 2023 125,000 $ 0.20 May 2023 81,250 $ 0.20 August 2023 2,800,000 $ 0.40 May 2022 187,500 $ 0.20 January 2024 Effective May 1, 2017, the Board of Directors of the Company authorized the issuance of 2,800,000 warrants to purchase 2,800,000 shares of the Company’s common stock at an exercise price of $0.40 per share for a period of five years from the date of issuance to the officers of the Company. These warrants were fully-vested upon grant and as such, an expense was recognized upon grant. The fair value of the warrants was calculated using a Black-Scholes model and was estimated to be $194,956. The significant assumptions used in the calculations were as follows: Term 5.0 years Dividend Yield 0 % Risk-free rate 1.84 % Volatility 60 % |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. DERIVATIVE LIABILITIES The Company’s only asset or liability measured at fair value on a recurring basis was its derivative liability associated with warrants to purchase common stock and the conversion features embedded in convertible promissory notes. In connection with financing transactions, the Company issued warrants to purchase common stock and convertible promissory notes. These instruments included provisions that could result in a reduced exercise price based on specified full-ratchet anti-dilution provisions. The “reset” provisions were triggered in the event the Company subsequently issued common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than contractually specified amounts. Upon triggering the “reset” provisions, the exercise / conversion price of the instrument will be reduced. Accordingly, pursuant to ASC 815, these instruments were not considered to be solely indexed to the Company’s own stock and were not afforded equity treatment. The following table summarizes activity in the Company’s derivative liability during the years ended December 31, 2017 and 2016: 12-31-2015 Balance $ 1,197,952 Creation 2,813,219 Settlement (112,005 ) Change in Value 1,633,732 12-31-2016 Balance $ 5,532,898 12-31-2016 Balance $ 5,532,898 Creation 1,188,275 Reclassification to Equity (163,674 ) Change in Value and Extinguishment of Debt (5,856,152 ) 12-31-2017 Balance $ 701,347 The Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a Black Scholes model. The Company’s stock price and estimates of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured using the following assumptions: Term 0.5 years -7.0 years Dividend Yield 0 % Risk-free rate 1.20% - 1.77 % Volatility 60 % |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 8. GOING CONCERN The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has historically incurred net losses and as of December 31, 2017 had an accumulated deficit totaling $13.1 million. During the years ended December 31, 2017 and 2016, the Company utilized an aggregate of $1.35 Million of cash in operating activities and incurred an aggregate net loss of $3.9 million. The continuing losses have adversely affected the liquidity of the Company. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary as a result of the Company’s going concern uncertainty. Management’s plan regarding this matter is to, amongst other things, seek additional equity financing by selling our equity securities, obtaining funds through the issuance of debt, and continue seeking approval from the FDA to bring to market our real-time imaging platform. We cannot assure you that funds from these sources will be available when needed or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. Our ability to execute our business plan and continue as a going concern may be adversely affected if we are unable to raise additional capital or operate profitably. The Company anticipates that further equity/debt financings will be necessary to continue to fund operations in the future and there is no guarantee that such financings will be available or, if available, on acceptable terms. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Leases The Company entered into a facility lease agreement effective June 1, 2015 for three years with an option to extend for a 24 month period effective on June 1, 2018. Future annual minimum lease commitments, excluding property taxes and insurance, on this lease are as follows: 2018 $ 12,890 Litigation In 2009, the Company was notified by the Internal Revenue Service that additional payroll taxes, interest, and penalty charges were still owed. After researching, it is believed that the Internal Revenue Service double booked the original payments made and released the lien in error. Settlement was reached and the Company is currently paying $2,578 per month on a total liability of $16,831 as of December 31, 2017, including interest and penalties, with a potential balloon payment in one year subject to re-negotiation after one year with the IRS. Administrative Claim of Greenberg Glusker Fields Claman & Machtinger LLP On January 30, 2017 the Company entered into a new Agreement. Under the terms of the Agreement, the Company has agreed to pay Greenberg $1,117,574 plus any interest that has accrued at the rate of 6.0% per annum, as follows: (i) $100,000 on or before December 31, 2017 (which as of April 17, 2018 has not been paid); (ii) $150,000 on or before December 31, 2018 (iii) 4.0% of the first $2.5 million of gross proceeds of any private or public offering by the company (an “Offering”); (iv) 2.0% of the next $2.5 million of gross proceeds from such Offerings; (v) 4.0% of any gross proceeds thereafter from such Offerings; and (vi) the remaining balance on or before December 31, 2019. In addition, Greenberg has the option to convert up to $150,000 of the balance into a warrant that would convert on terms that are equal to (or, in certain cases, better than) the terms offered in subsequent rounds of financing. Bankruptcy Closure On January 31, 2017, United States Bankruptcy Judge for the Central District of California, Neil Bason, granted the Company’s unopposed motion for entry of final decree and also granted approval of the two stipulations regarding payment of court-approved fees. As a result, the Imaging3 Chapter 11 proceeding is now closed. The Company is no longer subject to the jurisdiction of the Bankruptcy Court, and the case cannot be converted to a Chapter 7 proceeding, except that the Judge’s order in its final paragraph stated that “Notwithstanding the foregoing [order closing the bankruptcy case pursuant to 11 United States Code Section 350(a)] the bankruptcy case may be reopened on motion as set forth in the Greenberg, Glusker Fee Agreement and/or the Mentor Fee Agreement and thus the court retains jurisdiction for those purposes and as otherwise provided by law or as contemplated by the prior orders and proceedings of this court”. Thus, technically, the case could possibly be reopened by either of those aforementioned creditors. As of the date of filing of this report, the Company is in default of certain terms of the Greenberg, Glusker and Mentor agreements, however, the Company maintains open and cordial relations with Greenberg, Glusker and Mentor. Pending Litigation On September 13, 2017 Alpha Capital Anstalt and Brio Capital Master Fund, LTD, two minority members of a group of investors in the Company, filed a lawsuit seeking damages and injunctive relief in the United States District Court for the Southern District of New York, claiming that the Company breached certain Note and Warrant agreements among the parties to the action. The holders of the majority of the investment involved in the above lawsuit chose not to join in the lawsuit. On November 21, 2017, the Court denied the Plaintiff’s request for injunctive relief against the Company. As a result the case essentially becomes an action for money damages against the Company, which the Company believes to be without merit and will vigorously defend. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS In January of 2017, the Company issued 1,500,000 shares valued at $45,000 to Emilio Aguilera, the son of the Company’s Chief Financial Officer, for services rendered. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS On March 16, 2018, the Company effected a reverse split of all the outstanding shares of common stock at a ratio of 1 for 20. Effective March 5, 2018, Imaging3, Inc. (the “Company”) completed a change of domicile (the “Reincorporation”) to Delaware from California by means of a merger of Imaging3 Inc., a California corporation (“IGNG-CA”) with and into the Company’s wholly-owned subsidiary, Imaging3, Inc., a Delaware corporation (“IGNG-DE”). The merger agreement was entered into on September 22, 2017 and was previously disclosed and attached as an appendix to the Company’s Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on October 3, 2017 (the “Proxy Statement”). The certificate of merger was accepted by the State of Delaware on March 5, 2018. The Reincorporation was approved by a majority of the Company’s stockholders at a special meeting of stockholders on November 16, 2017. During the first quarter ending March 31, 2018, the Company issued 16,374,615 shares of common stock, 1,900,000 shares related to services valued at $413,000. 474,615 shares were issued for cash proceeds of $70,000, and 14,000,000 shares related to Stock-based compensation. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company had no cash equivalents at December 31, 2017 or 2016. |
Revenue Recognition | Revenue Recognition Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company’s return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience. The Company accrues for warranty costs, sales returns, and other allowances based on its experience. Generally, the Company extends credit to its customers and does not require collateral. The Company performs ongoing credit evaluations of its customers and historic credit losses have been within management’s expectations and has a revenue receivables policy for service and warranty contracts. Warranty revenues are deferred and recognized on a straight-line basis over the term of the contract or as services are performed. |
Deferred Revenue | Deferred Revenue Deferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight-line over the remaining contractual term or estimated customer life of an agreement. |
Accounts Receivable | Accounts Receivable The Company’s customer base is geographically dispersed. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company tests long-lived assets, including property, plant, equipment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment, and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows at the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income Per Share Basic net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. During 2016, potentially dilutive securities were excluded from the computation of weighted average shares outstanding-diluted because their effect was anti-dilutive. Numerator: Net income attributable to common shareholders, for the year ended December 31, 2017 $ 2,852,511 Denominator: Weighted-average number of common shares outstanding during the period 13,825,914 Dilutive effect of stock options, warrants, and convertible promissory notes 1,841,365 Common stock and common stock equivalents used for diluted earnings per share $ 15,667,279 |
Derivative Financial Instruments | Derivative Financial Instruments The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including convertible notes and warrants and other instruments not indexed to our stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with warrants to purchase common stock and convertible notes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value accounting standard creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Observable prices in active markets for identical assets or liabilities. Level 2: Observable prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in the market. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. The Company had the following assets or liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016 respectively. Level 1 Level 2 Level 3 Total Derivative Liabilities 2017 $ - $ - $ 701,347 $ 701,347 Derivative Liabilities 2016 $ - $ - $ 5,532,898 $ 5,532,898 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. |
Research and Development | Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with FASB ASC 730-10. Included in research and development costs are operating costs, facilities, supplies, external services, clinical trial and manufacturing costs, and overhead directly related to the Company’s research and development operations, as well as costs to acquire technology licenses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Numerator: Net income attributable to common shareholders, for the year ended December 31, 2017 $ 2,852,511 Denominator: Weighted-average number of common shares outstanding during the period 13,825,914 Dilutive effect of stock options, warrants, and convertible promissory notes 1,841,365 Common stock and common stock equivalents used for diluted earnings per share $ 15,667,279 |
Summary of Derivative Liabilities | The Company had the following assets or liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016 respectively. Level 1 Level 2 Level 3 Total Derivative Liabilities 2017 $ - $ - $ 701,347 $ 701,347 Derivative Liabilities 2016 $ - $ - $ 5,532,898 $ 5,532,898 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Tax | The components of the net deferred income taxes at December 31, 2016 and 2017 are summarized below: December 31, 2016 December 31, 2017 Deferred income tax assets Net operating loss carry forwards $ 5,962,000 $ 3,373,000 Less: valuation allowance (5,962,000 ) (3,373,000 ) Deferred income tax assets, net $ - $ - |
Summary of Reconciliation of Provision for Income Taxes | The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations: December 31, 2016 December 31, 2017 Tax expense (benefit) at federal statutory rate (34 )% 34 % State tax expense, net of federal tax (6 ) 6 Change in deferred taxes due to statutory rate change - 51 Changes in valuation allowance 40 (91 ) Effective income tax rate $ - $ - |
Schedule of Income Tax Expense | Income tax expense for the period ended December 31, 2016 and the year ended December 31, 2017 is summarized below. 2016 2017 Current tax expense: Federal $ - $ - State 800 800 Total current tax expense $ 800 $ 800 Deferred tax expense: Federal $ - $ - State - - Total deferred tax expense, net $ - $ - Tax expense $ 800 $ 800 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | Transactions in FY2017 Quantity Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life Outstanding, December 31, 2016 650,000 $ 0.69 8.86 Granted Exercised (400,000 ) $ 0.50 Cancelled/Forfeited Outstanding, December 31, 2017 250,000 $ 1.00 7.57 Exercisable, December 31, 2017 250,000 $ 1.00 7.57 Transactions in FY2016 Outstanding, December 31, 2015 400,000 $ 0.50 9.00 Granted 250,000 $ 1.00 9.00 Exercised Cancelled/Forfeited Outstanding, December 31, 2016 650,000 $ 0.69 8.86 Exercisable, December 31, 2016 650,000 $ 0.69 8.86 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Schedule of Warrants Exercise Price Range | Following is a summary of warrants outstanding at December 31, 2017: Number of Warrants Exercise Price Expiration Date 541,362 $ 0.00002 July 2023 25,000 $ 0.20 April 2022 312,500 $ 0.20 August 2022 287,500 $ 0.20 April 2023 125,000 $ 0.20 May 2023 81,250 $ 0.20 August 2023 2,800,000 $ 0.40 May 2022 187,500 $ 0.20 January 2024 |
Schedule of Fair Value of Warrants Assumptions | The significant assumptions used in the calculations were as follows: Term 5.0 years Dividend Yield 0 % Risk-free rate 1.84 % Volatility 60 % |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Liability | The following table summarizes activity in the Company’s derivative liability during the years ended December 31, 2017 and 2016: 12-31-2015 Balance $ 1,197,952 Creation 2,813,219 Settlement (112,005 ) Change in Value 1,633,732 12-31-2016 Balance $ 5,532,898 12-31-2016 Balance $ 5,532,898 Creation 1,188,275 Reclassification to Equity (163,674 ) Change in Value and Extinguishment of Debt (5,856,152 ) 12-31-2017 Balance $ 701,347 |
Schedule of Assumptions Used | The liabilities were measured using the following assumptions: Term 0.5 years -7.0 years Dividend Yield 0 % Risk-free rate 1.20% - 1.77 % Volatility 60 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Annual Minimum Lease | Future annual minimum lease commitments, excluding property taxes and insurance, on this lease are as follows: 2018 $ 12,890 |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents | ||
March 16, 2018 [Member] | ||
Reverse stock split | 1-for-20 reverse stock split |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Numerator, Net income attributable to common shareholders | $ 2,852,511 | $ (6,761,470) |
Denominator, Weighted-average number of common shares outstanding during the period | 13,825,914 | 10,641,764 |
Denominator, Dilutive effect of stock options, warrants, and convertible promissory notes | 1,841,365 | |
Denominator, Common stock and common stock equivalents used for diluted earnings per share | 15,667,279 | 10,641,764 |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Derivative Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Liabilities | $ 701,347 | $ 5,532,898 |
Level 1 [Member] | ||
Derivative Liabilities | ||
Level 2 [Member] | ||
Derivative Liabilities | ||
Level 3 [Member] | ||
Derivative Liabilities | $ 701,347 | $ 5,532,898 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Valuation allowance percentage | 100.00% | ||
Ownership percentage | 50.00% | ||
State minimum tax expense | $ 800 | $ 800 | |
Net operating loss carry forwards | $ 12,000,000 | ||
Operating loss carry forwards expiration | through 2,037 | ||
Income tax examination description | reducing the U.S. federal corporate tax rate from 34% to 21% | ||
Federal corporate tax rate | 21.00% | 34.00% | (34.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 3,373,000 | $ 5,962,000 |
Less: valuation allowance | (3,373,000) | (5,962,000) |
Deferred income tax assets, net |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Provision for Income Taxes (Details) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) at federal statutory rate | 21.00% | 34.00% | (34.00%) |
State tax expense, net of federal tax | 6.00% | (6.00%) | |
Change in deferred taxes due to statutory rate change | 51.00% | ||
Changes in valuation allowance | (91.00%) | 40.00% | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current tax expense Federal | ||
Current tax expense State | 800 | 800 |
Total current tax expense | 800 | 800 |
Deferred tax expense Federal | ||
Deferred tax expense State | ||
Total deferred tax expense, net | ||
Tax expense | $ 800 | $ 800 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | May 25, 2017USD ($)numbershares | Jan. 10, 2017USD ($)shares | Jan. 05, 2017USD ($)number$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Promissory notes aggregate amount | $ 942,850 | $ 942,850 | |||
Proceeds from debt | $ 872,500 | $ 872,500 | |||
Number of warrants issued to purchase common shares | shares | 3,325,000 | 3,325,000 | |||
Debt convertible instrument price per share | $ / shares | $ 0.20 | $ 0.20 | |||
Warrant term | 7 years | 7 years | |||
Initial note discount | $ 455,000 | ||||
Interest expense debt | 749,809 | ||||
Gain on extinguishment of debt | $ 3,668,776 | (29,489) | |||
Proceeds from cash | 575,035 | $ 462,500 | |||
Total principal outstanding | 178,166 | ||||
Warrant outstanding | 288,057 | ||||
Accrued interest | $ 196,797 | ||||
Outstanding derivative liability | $ 234,578 | ||||
Debt conversion convertible shares | shares | 431,375 | ||||
Debt conversion convertible shares, value | $ 431,375 | ||||
Sale of convertible promissory notes | $ 425,000 | ||||
Investors received a commitment fee, shares | shares | 41,685,000 | ||||
Investors received a commitment fee, value | 648,300 | $ 1,903,050 | |||
Amortization of the note discount | $ 449,281 | $ 349,000 | |||
Prior Notes [Member] | |||||
Initial note discount | 648,750 | ||||
Accrued interest | 411,725 | ||||
Prior Notes [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Total principal outstanding | $ 50,000 | ||||
Face Value within 90 Days of Issuance [Member] | |||||
Debt face amount percentage | 125.00% | ||||
Face Value from 91 Days after Issuance and Before 180 Days after Issuance [Member] | |||||
Debt face amount percentage | 135.00% | ||||
Due Date [Member] | |||||
Note interest rate | 24.00% | ||||
Investor [Member] | |||||
Promissory notes aggregate amount | $ 200,000 | ||||
Note interest rate | 12.00% | 10.00% | |||
Number of warrants issued to purchase common shares | shares | 187,500 | ||||
Debt convertible instrument price per share | $ / shares | $ 0.50 | $ 0.20 | |||
Interest expense debt | $ 136,835 | ||||
Number of investors | number | 2 | ||||
Note maturity date | May 23, 2018 | May 18, 2018 | |||
Debt original amount | $ 50,000 | ||||
Debt face amount percentage | 118.75% | ||||
Sale of convertible promissory notes | $ 500,000 | ||||
Lowest closing price, percentage | 60.00% | ||||
Conversion trading days | number | 20 | ||||
Investors received a commitment fee, shares | shares | 900,000 | ||||
Investors received a commitment fee, value | $ 180,000 | ||||
Financing Arrangement [Member] | |||||
Promissory notes aggregate amount | $ 662,000 | ||||
Number of warrants issued to purchase common shares | shares | 831,250 | ||||
Debt convertible instrument price per share | $ / shares | $ 0.20 | ||||
Proceeds from offering cost | $ 2,500,000 | ||||
Number of warrant percentage | 75.00% | ||||
Warrant exercise price | $ / shares | $ 0.20 | ||||
Number of investors | number | 5 | ||||
Note maturity date | May 18, 2018 | ||||
Financing Arrangement [Member] | Investor [Member] | |||||
Promissory notes aggregate amount | $ 124,688 | ||||
Note Agreement [Member] | |||||
Proceeds from cash | $ 150,034 | ||||
Minimum [Member] | |||||
Note interest rate | 5.00% | 5.00% | |||
Common stock exercise price | $ / shares | $ 0.01 | $ 0.01 | |||
Maximum [Member] | |||||
Note interest rate | 10.00% | 10.00% | |||
Common stock exercise price | $ / shares | $ 0.05 | $ 0.05 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 15, 2017 | Jan. 10, 2017 | Dec. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Consideration of voting shares | $ 60,000 | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, no par value | ||||||
Common stock issued during period, shares | 150,000 | 2,663,185 | ||||
Common stock issued during period, value | $ 7,000 | $ 166,900 | ||||
Shares issued for services, shares | 41,685,000 | |||||
Shares issued for services, value | $ 648,300 | $ 1,903,050 | ||||
Conversion of notes payable, shares | 431,375 | |||||
Conversion price, per share | $ 0.20 | $ 0.20 | ||||
Common stock shares outstanding | 15,474,454 | 12,201,005 | ||||
Number of option to purchase of common stock | 250,000 | |||||
Options exercise price | $ 0.50 | |||||
Number of share options, exercised | 400,000 | (400,000) | ||||
Stock options exercised, value | $ 200,000 | $ 200,000 | ||||
2014 Stock Option Plan [Member] | ||||||
Number of common shares reserved for future issuance | 27,000,000 | |||||
Stock option due | Sep. 30, 2024 | |||||
Common Stock [Member] | ||||||
Common stock issued during period, shares | 7,500 | 225,200 | ||||
Common stock issued during period, value | $ 7,000 | $ 166,900 | ||||
Shares issued for services, shares | 2,541,500 | 2,084,250 | ||||
Shares issued for services, value | $ 648,300 | $ 1,903,050 | ||||
Conversion of notes payable, shares | 353,735 | |||||
Conversion price, per share | $ 0.20 | |||||
Subscriptions payable | $ 130,600 | |||||
Number of share options, exercised | 400,000 | |||||
Stock options exercised, value | $ 200,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Options Activity (Details) - $ / shares | Sep. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
Options Outstanding, beginning balance | 650,000 | 400,000 | |
Options, Granted | 250,000 | ||
Options, Exercised | 400,000 | (400,000) | |
Options, Cancelled/Forfeited | |||
Options Outstanding, ending balance | 250,000 | 650,000 | |
Options Outstanding, Exercisable | 250,000 | 650,000 | |
Weighted Average Exercise Price Per Share Outstanding, beginning balance | $ 0.69 | $ 0.50 | |
Weighted Average Exercise Price Per Share, Granted | 1 | ||
Weighted Average Exercise Price Per Share, Exercised | 0.50 | ||
Weighted Average Exercise Price Per Share, Cancelled/Forfeited | |||
Weighted Average Exercise Price Per Share, ending balance | 1 | 0.69 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 1 | $ 0.69 | |
Weighted Average Remaining Contractual Life Outstanding, beginning | 8 years 10 months 10 days | 9 years | |
Weighted Average Remaining Contractual Life, Granted | 9 years | ||
Weighted Average Remaining Contractual Life, ending | 7 years 6 months 25 days | 8 years 10 months 10 days | |
Weighted Average Remaining Contractual Life, Exercisable | 7 years 6 months 25 days | 8 years 10 months 10 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | May 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrants issued to purchase common shares | 3,325,000 | 3,325,000 | |
Warrant term | 7 years | 7 years | |
Fair value of the warrants | $ 194,956 | ||
Board of Directors [Member] | |||
Warrant outstanding | 2,800,000 | ||
Number of warrants issued to purchase common shares | 2,800,000 | ||
Warrant exercise price | $ 0.40 | ||
Warrant term | 5 years |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Range One [Member] | |
Number of Warrants | shares | 541,362 |
Exercise Price | $ / shares | $ 0.00002 |
Expiration Date | July 2,023 |
Range Two [Member] | |
Number of Warrants | shares | 25,000 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | April 2,022 |
Range Three [Member] | |
Number of Warrants | shares | 312,500 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | August 2,022 |
Range Four [Member] | |
Number of Warrants | shares | 287,500 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | April 2,023 |
Range Five [Member] | |
Number of Warrants | shares | 125,000 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | May 2,023 |
Range Six [Member] | |
Number of Warrants | shares | 81,250 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | August 2,023 |
Range Seven [Member] | |
Number of Warrants | shares | 2,800,000 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | May 2,022 |
Range Eight [Member] | |
Number of Warrants | shares | 187,500 |
Exercise Price | $ / shares | $ 0.20 |
Expiration Date | January 2,024 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of Warrants Assumptions (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Term | 5 years |
Dividend Yield | 0.00% |
Risk-free rate | 1.84% |
Volatility | 60.00% |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning | $ 5,532,898 | $ 1,197,952 |
Creation | 1,188,275 | 2,813,219 |
Settlement | (112,005) | |
Reclassification to equity | (163,674) | |
Change in Value and Extinguishment of Debt | (5,856,152) | 1,633,732 |
Balance, ending | $ 701,347 | $ 5,532,898 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Dividend Yield | 0.00% |
Volatility | 60.00% |
Minimum [Member] | |
Term | 6 months |
Risk-free rate | 1.20% |
Maximum [Member] | |
Term | 7 years |
Risk-free rate | 1.77% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 13,124,959 | $ 15,977,470 |
Net cash used in operating activities | 731,679 | 616,270 |
Net loss | $ (2,852,511) | $ 6,761,470 |
Commitments and Contingencies41
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Lease agreement description | The Company entered into a facility lease agreement effective June 1, 2015 for three years with an option to extend for a 24 month period effective on June 1, 2018. | ||
Loss contingency, monthly payment | $ 2,578 | ||
Tax payable amount | 16,381 | ||
Debt instrument face amount | 942,850 | $ 942,850 | |
Proceeds from debt | $ 872,500 | $ 872,500 | |
New Agreement [Member] | |||
Debt instrument maturity date | Dec. 31, 2019 | ||
New Agreement [Member] | On or Before December 31, 2017 [Member] | |||
Debt instrument face amount | $ 100,000 | ||
Debt interest rate | 4.00% | ||
Proceeds from debt | $ 2,500,000 | ||
New Agreement [Member] | On or Before December 31, 2018 [Member] | |||
Debt instrument face amount | $ 150,000 | ||
Debt interest rate | 2.00% | ||
Proceeds from debt | $ 2,500,000 | ||
New Agreement [Member] | Thereafter [Member] | |||
Debt interest rate | 4.00% | ||
New Agreement [Member] | Greenberg [Member] | |||
Debt instrument face amount | $ 1,117,574 | ||
Debt interest rate | 6.00% | ||
Conversion of debt into warrant | $ 150,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Annual Minimum Lease (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 12,890 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares issued for services | 41,685,000 | ||
Shares issued for services, value | $ 648,300 | $ 1,903,050 | |
Emilio Aguilera [Member] | |||
Number of shares issued for services | 1,500,000 | ||
Shares issued for services, value | $ 45,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 16, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, shares issued | 150,000 | 2,663,185 | ||
Shares issued for services, shares | 41,685,000 | |||
Shares issued for services | $ 648,300 | $ 1,903,050 | ||
Common stock, shares issued, value | $ 7,000 | $ 166,900 | ||
Common Stock [Member] | ||||
Common stock, shares issued | 7,500 | 225,200 | ||
Shares issued for services, shares | 2,541,500 | 2,084,250 | ||
Shares issued for services | $ 648,300 | $ 1,903,050 | ||
Common stock, shares issued, value | $ 7,000 | $ 166,900 | ||
Stock issued during period, shares, share-based compensation | ||||
Subsequent Event [Member] | ||||
Reverse stock split ratio | 1 for 20 | |||
Common stock, shares issued | 474,615 | |||
Shares issued for services, shares | 1,900,000 | |||
Shares issued for services | $ 413,000 | |||
Common stock, shares issued, value | $ 70,000 | |||
Stock issued during period, shares, share-based compensation | 14,000,000 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Common stock, shares issued | 16,374,615 |