Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Vystar Corp | |
Entity Central Index Key | 1,308,027 | |
Document Type | 10-Q | |
Trading Symbol | VYST | |
Document Period End Date | Sep. 30, 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 Common Stock, Shares Outstanding | 132,189,001 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 6,651 | $ 36,282 |
Accounts receivable, net of allowance for uncollectible amount of $0 at September 30, 2017 and December 31, 2016, respectively | 5,440 | 17,370 |
Prepaid expenses | 270,954 | 41,300 |
TOTAL CURRENT ASSETS | 283,045 | 94,952 |
OTHER ASSETS | ||
Intangible assets, net | 127,802 | 139,562 |
TOTAL ASSETS | 410,847 | 234,514 |
CURRENT LIABILITIES | ||
Related party line of credit | 1,499,875 | 1,499,875 |
Accounts payable | 394,824 | 488,784 |
Accrued compensation | 2,917 | |
Shareholder notes payable | 591,529 | 595,837 |
Accrued expenses | 339,946 | 231,080 |
TOTAL CURRENT LIABILITIES | 2,826,174 | 2,818,493 |
Shareholder notes payable | 198,461 | 239,231 |
TOTAL LIABILITIES | 3,024,635 | 3,057,724 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 13,828 issued and outstanding at September 30, 2017 and December 31, 2016 respectively | 1 | 1 |
Common stock, $0.0001 par value, 250,000,000 shares authorized; 130,495,927 and 114,951,594 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 13,050 | 11,495 |
Additional paid-in capital | 25,060,524 | 23,979,943 |
Accumulated deficit | (27,687,363) | (26,814,649) |
TOTAL STOCKHOLDERS' DEFICIT | (2,613,788) | (2,823,210) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 410,847 | $ 234,514 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances, account receivable | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Preferred stock, issued | 13,828 | 13,828 |
Preferred stock, outstanding | 13,828 | 13,828 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 130,495,927 | 114,951,594 |
Common stock, outstanding | 130,495,927 | 114,951,594 |
STATEMENTS OF OPERATIONS (unaud
STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUE | $ 5,400 | $ 29,642 | $ 11,723 | $ 37,264 |
COST OF REVENUE | 4,775 | 3,000 | 15,800 | 15,973 |
Gross Margin | 625 | 26,642 | (4,077) | 21,291 |
OPERATING EXPENSES | ||||
General and administrative, including non-cash share-based compensation of $242,038 and $74,253 for the three months ended September 30, 2017 and 2016, respectively and $427,998 and $379,301 for the nine months ended September 30, 2017 and 2016, respectively | 331,807 | 247,422 | 860,589 | 902,286 |
Total Operating Expenses | 331,807 | 247,422 | 860,589 | 902,286 |
LOSS FROM OPERATIONS | (331,182) | (220,780) | (864,666) | (880,995) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 1 | |||
Other income | 78,513 | (14,456) | 78,513 | (14,456) |
Interest expense | (43,710) | (40,125) | (128,943) | (134,233) |
Total Other Income (Expense) | 34,803 | (54,581) | (50,430) | (148,688) |
LOSS FROM CONTINUING OPERATIONS | (296,379) | (275,361) | (915,096) | (1,029,683) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 47,229 | (31,030) | 42,382 | 43,207 |
NET LOSS | $ (249,150) | $ (306,391) | $ (872,714) | $ (986,476) |
BASIC AND DILUTED LOSS PER SHARE: | ||||
Net loss per share (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Basic and Diluted Weighted Average Number of Common Shares Outstanding (in shares) | 127,657,923 | 111,954,708 | 122,514,759 | 104,995,141 |
STATEMENTS OF OPERATIONS (unau5
STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Share-based compensation | $ 242,038 | $ 74,253 | $ 427,998 | $ 379,301 |
STATEMENTS OF CASH FLOWS (unaud
STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (872,714) | $ (986,476) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Share-based compensation | 427,998 | 379,301 |
Allowance for uncollectible accounts receivable | (60,266) | |
Depreciation | 278 | |
Amortization of intangible assets | 11,760 | 11,760 |
(Increase) decrease in assets | ||
Accounts receivable | 11,930 | 31,766 |
Prepaid expenses | (15,487) | 52,445 |
Increase (decrease) in liabilities | ||
Accounts payable | (31,159) | 4,666 |
Accrued compensation and expenses | 53,541 | 28,906 |
Net cash used in operating activities | (414,131) | (537,620) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Disposal of equipment, net | 2,701 | |
Net cash provided by investing activities | 2,701 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock, net of costs | 384,500 | 570,000 |
Exercise of warrants/options | 53,500 | |
Net cash provided by financing activities | 384,500 | 623,500 |
NET INCREASE (DECREASE) IN CASH | (29,631) | 88,581 |
CASH - BEGINNING OF YEAR | 36,282 | 29,059 |
CASH - END OF PERIOD | 6,651 | 117,640 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: NON-CASH TRANSACTIONS | ||
Common stock issued for services to be rendered | 214,167 | |
Shareholder notes converted to common stock | 55,470 | |
CASH PAID DURING THE PERIOD FOR | ||
Interest | $ 73,875 | $ 96,176 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Description Of Business | |
DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS Vystar Corporation (“Vystar”, the “Company”, “we”, “us”, or “our”) is the creator and exclusive owner of the innovative technology to produce Vytex® Natural Rubber Latex (“NRL”). Our global multi-patented technology reduces antigenic and total protein in natural rubber latex products to virtually undetectable levels. Vytex NRL, our “ultra-low protein” natural rubber latex has been introduced throughout the worldwide marketplace that uses NRL or latex substitutes as a raw material for end products. Natural rubber latex or latex substitutes are used in an extensive range of products including balloons, textiles, footwear and clothing (threads), adhesives, foams (mattresses, pillows, mattress toppers, etc.), furniture (foam and adhesives), carpet, paints, coatings, protective equipment, sporting equipment, and, especially health care products such as condoms, surgical and exam gloves, among others. Our challenge has been that a manufacturer’s conversion from the use of standard latex or synthetic raw material to Vytex NRL involves a protracted sales cycle ranging from eighteen to thirty-six months. Additionally, in the past, our primary method of distribution was via toll manufacturing. We now have several licensing agreements in place for global distribution that have allowed us to focus on and transition to sales and marketing with a technical oversight. Vystar has expanded into the consumer arena with an introduction into the mattress, mattress topper and pillow arenas aligning with key foam manufacturers, mattress, mattress toppers and pillow producers, and furniture stores in specific areas of the Unites States. On January 22, 2015, Vystar announced the signing of an exclusive domestic distribution agreement with Worcester, MA based Nature’s Home Solutions (NHS) who sources eco-friendly materials and technologies for use in furnishings and other markets. In September 2016, the Vystar Board of Directors voted to end the January 2015 NHS agreement and replace it with a global exclusive for foam manufactured with Vytex and sold into the home furnishings industry. This change reflects the global nature of the mattress, topper and pillow businesses, the need for local warehousing, and access to container loads of foam cores and pillows for domestic, European and Asian manufacturers. |
BASIS OF PRESENTATION SUMMARY O
BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnotes required by GAAP for complete financial statements may be condensed or omitted. These interim financial statements should be read in conjunction with our audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (“SEC”). In the opinion of Vystar management, these financial statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three-month and nine-month periods ended September 30, 2017 and 2016. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates. Examples include valuation allowances for deferred tax assets, provisions for bad debts, and fair values of share-based compensation. Concentration of Credit Risk Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in banks in many cases exceeds the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor our cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Loss Per Share Because the Company reported a net loss for the nine-month periods ended September 30, 2017 and 2016, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. Excluded from the computation of diluted loss per share were options outstanding to purchase 8,298,271 shares and 9,718,271 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 16,469,582 and 18,084,609 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive. Revenues The Company derives revenue from license fees of Vytex NRL raw material to manufacturers and distributors of rubber and rubber-end products such as the foam used in the pillows and mattresses. Revenue is recognized when the licensee confirms payment and pays Vystar. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, line of credit and shareholder notes payable. The carrying values of all the Company’s financial instruments approximate fair value because of their short maturities. In addition to the short maturities, the carrying amounts of our line of credit and shareholder notes payable approximate fair value because the interest rates at September 30, 2017 approximate market interest rates for the respective borrowings. In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market. Valuation inputs are classified in the following hierarchy: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs. ● Level 3 inputs are unobservable inputs for the asset or liability. Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity And Going Concern | |
LIQUIDITY AND GOING CONCERN | NOTE 3 LIQUIDITY AND GOING CONCERN The Company’s financial statements are prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, the Company has incurred significant losses and experienced negative cash flow since its inception. At September 30, 2017, the Company had cash of $6,651 and a deficit in working capital of $2,543,129. Further, at September 30, 2017, the accumulated deficit amounted to $27,687,363. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Company’s planned expenses and achieving a level of revenue adequate to support the Company’s cost structure. Management plans to finance future operations through the use of cash on hand, increased revenue from Vytex division license fees, our credit facility, stock warrant exercises from existing shareholders, raising capital through private placements of capital stock and debt. The Company’s future expenditures will depend on numerous factors, including: the rate at which the Company can introduce and license Vytex NRL to manufacturers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products and services; revenue from the licensing agreement with NHS Holdings, LLC; and competing technological developments. As the Company expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after the Company has achieved sustained revenue generation. There can be no assurances that the Company will be able to achieve its projected level of revenue in 2017 and beyond. If the Company is unable to achieve its projected revenue and is not able to obtain alternate additional financing of equity or debt, the Company would need to significantly reorient its operations during 2017, which could have a material adverse effect on the Company’s ability to achieve its business objectives and as a result may require the Company to file for bankruptcy or cease operations. The financial s |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 DISCONTINUED OPERATIONS As part of the Company’s strategy to focus on realizing the potential of the Vytex foam business in the pillow and mattress markets as well as part of the Company’s cost reduction plan, the Company made the decision in May 2016 to discontinue the operations of the Kiron division acquired in June 2013. The Kiron division revenue was $0 and $4,538 for the three-month period ended September 30, 2017 and 2016, respectively and $130 and $80,988 for the nine-month period ended September 30, 2017 and 2016, respectively. Gains (Losses) from discontinued operations were $47,229 and ($31,030) for the three-month period ended September 30, 2017 and 2016, respectively and $42,382 and $43,207 for the nine-month period ended September 30, 2017 and 2016, respectively. These gains for the period were the result of the write-off of accounts payable associated with the previously closed SleepHealth and Kiron divisions. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 INTANGIBLE ASSETS Patents represent legal and other fees associated with the registration of patents. The Company has four patents with the United States Patent and Trade Office (USPTO), as well as many international PCT (Patent Cooperation Treaty) patents. Intangible assets are as follows: September 30, December 31, Patents $ 238,551 $ 238,551 Trademarks & trade name 9,072 9,072 Subtotal 247,623 247,623 Accumulated amortization (119,821 ) (108,061 ) Intangible assets, net $ 127,802 $ 139,562 Amortization expense for the three months ended September 30, 2017 and 2016 was $3,920. Amortization expense for the nine months ended September 30, 2017 and 2016 was $11,760. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 INCOME TAXES There is no income tax benefit recorded for the losses for the three and nine months ended September 30, 2017 and 2016 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of the net deferred tax asset. |
NOTES PAYABLE AND LOAN FACILITY
NOTES PAYABLE AND LOAN FACILITY | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LOAN FACILITY | NOTE 7 NOTES PAYABLE AND LOAN FACILITY Related Party Line of Credit (CMA Note Payable) On April 29, 2011, the Company executed with CMA Investments, LLC, a Georgia limited liability company (“CMA”), a line of credit with a principal amount of up to $800,000 (the “CMA Note”). CMA is a limited liability company of which three of the directors of the Company (“CMA directors”) were initially the members. Pursuant to the terms of the CMA Note, the Company may draw up to a maximum principal amount of $800,000. Interest, is computed at LIBOR plus 5.25% (6.50% at September 30, 2017), on amounts drawn and fees. The weighted average interest rate in effect on the borrowings for the six months ended September 30, 2017 was 5.25%. Other terms of the CMA Note include: ● The Note is unsecured; ● No payments of principal are due until the second anniversary of the Note, at which time all outstanding principal is due and payable; and ● As compensation to the directors for providing the Note, the Company issued warrants to purchase 2,600,000 shares of the Company’s common stock to the CMA Directors at $0.45 per share, which was the closing price of the Company’s stock on April 29, 2011, which vest 20% immediately and 10% upon each draw by the Company of $100,000 under the Note. Because the warrants were issued and valued prior to the receipt of funds under this loan, no discount could be recorded and, accordingly, the value of the warrants was capitalized as a financing cost. The costs are being amortized on a straight-line basis over the term of the Note. On September 14, 2011, the Company’s Board of Directors approved increasing the line of credit with CMA by $200,000 to a maximum principal amount of $1,000,000 and the Company’s Chairman and Chief Executive Officer became a member of CMA. As compensation to the CMA Directors for increasing the amount available under the CMA Note, the Board of Directors approved modifying the exercise price for the 2,600,000 compensatory stock purchase warrants previously issued to the Directors from $0.45 to $0.27 per share, which was the closing price of the Company’s common stock on that date and the Company also issued warrants to purchase an additional 1,600,000 shares of the Company’s stock at $0.27 per share, which was the closing price of the Company’s common stock on September 14, 2011, which vest upon the original terms of the CMA Note. The costs incurred in the modification of the exercise price of the 2,600,000 compensatory stock purchase warrants issued on April 29, 2011 and the additional 1,600,000 warrants issued on September 14, 2011 are being amortized on a straight-line basis over the remaining term of the CMA Note. On November 2, 2012, the Board of Directors approved an increase in the CMA line of credit from $1,000,000 to $1,500,000. As compensation to the CMA Directors for increasing the amount available under the CMA Note, warrants to purchase an additional 2,100,000 shares of the Company’s stock at $0.35 per share were issued and recorded as deferred financing cost to be amortized through interest expense over the remaining term of the CMA Note. There was no amortization of the financing costs associated with the CMA Note for the three and nine months ended September 30, 2017 and September 30, 2016. On April 29, 2013, the maturity date of the CMA Note was extended to April 29, 2014. As compensation to the CMA Directors for extending the maturity date of the CMA Note, the Board of Directors approved modifying the exercise price for the 6,300,000 compensatory stock purchase warrants previously issued to the Directors to $0.10 per share and the CMA Directors forfeited 630,000 of the warrants. Amortization of the financing costs associated with extending the CMA Note was amortized through interest expense. On April 30, 2014, the maturity date of the CMA Note was extended to April 30, 2015. No consideration was awarded the CMA members based on this extension. On April 29, 2015, the maturity date of the CMA Note was extended to April 29, 2016. No consideration was awarded the CMA members based on this extension. The note is currently due on demand. Shareholder Notes Payable The following table summarizes the shareholder notes payable: September 30, December 31, Shareholder notes $ 789,990 $ 835,068 Accrued Interest 276,146 231,080 Total Shareholder Notes & Accrued Interest 1,066,136 1,066,148 Less: Accrued Interest (276,146 ) (231,080 ) Less: Current Portion (591,529 ) (595,837 ) Total long-term debt $ 198,461 $ 239,231 Such notes are (i) unsecured, (ii) bear interest at an annual rate ranging from five percent (5%) to ten percent (10%) per annum, and (iii) are convertible into shares of common stock at a conversion rate ranging between $0.05 and $0.10 of principal and interest for each such share. The current average conversion price for the above referenced Shareholder and Promissory Notes with an outstanding balance as of September 30, 2017 of $1,066,136 including accrued interest, is approximately $0.055 per share or 19,305,727 shares of the Company’s common stock. The face value of the Shareholder Notes at September 30, 2017 is $789,990. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 STOCKHOLDERS’ EQUITY Common Stock and Warrants As part of the November 2016 Private Placement Memorandum, the Company issued 7,690,000 shares of common stock to sixteen (16) accredited investors during the period from January 1, 2017 to September 30, 2017. Total gross proceeds of the issuances were $384,500. No commissions were paid. The shares of common stock were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. On March 15, 2017, the Company issued 400,000 common shares as compensation under the Company’s Business Development Agreement with FMW Media Works Corporation and 750,000 common shares as compensation under the Company’s Business Development Agreement with Joseph Savanyo. On April 9, 2017, the Company issued 118,919 common shares as a result of a cashless exercise of outstanding warrants. On April 25, 2017, the Company issued 1,109,406 common shares as a result of a partial conversion of a Shareholder Note and accrued interest. On September 29, 2017, the Company issued 500,000 shares of common stock as part of the existing PPM to William Doyle, its CEO in lieu of salary earned in August and September 2017. On September 27, 2017, the Company issued an additional 200,000 common shares as compensation under the Company’s Business Development Agreement with FMW Media Works Corporation and on July 30, 2017 200,000 common shares as compensation under the Company’s Business Development Agreement with Joseph Zampetti. On July 25, 2017, the Company issued 1,087,023 shares (dated June 29, 2017) to Blue Oar Consulting, Inc. as part of a prior contract. On May 22, 2017, the Company signed a sales and marketing agreement with Anazca, LLC issuing restricted common shares quarterly and also as goals are achieved and issued 363,985 shares on September 28, 2017. On July 1, 2017 the Company issued 3,125,000 shares to Accentuate Public Relations LLC under the Company’s Public Relations Services Agreement through December 2018. Cumulative Convertible Preferred Stock On May 2, 2013, the Company began a private placement offering to sell up to 200,000 shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, the Company offered to sell up to 200,000 shares of preferred stock at $10.00 per share for a value of $2,000,000. The preferred stock accumulates a 10% per annum dividend and was convertible at a conversion price of $0.075 per common share at the option of the holder after a nine-month holding period. The conversion price was lowered to $0.05 per common share for those holders who invested an additional $25,000 or more in the Company’s common stock in the aforementioned September 2014 Private Placement. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference. At September 30, 2017, the 13,828 shares of outstanding preferred stock had accumulated undeclared dividends of approximately $60,133, and could be converted into 3,968,269 shares of common stock, at the option of the holder. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 9 SHARE-BASED COMPENSATION Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures. In total, the Company recorded $424,038 and $74,253 of stock-based compensation expense for the three-month period ended September 30, 2017 and 2016, respectively, and $642,165 and $379,301 of stock-based compensation expense for the nine-month period ended September 30, 2017, and 2016, respectively related to employee and board member stock options and common stock and warrants issued to nonemployees. As of September 30, 2017, $128,461 of unrecognized compensation expense related to non-vested share-based awards remains to be recognized over a period of approximately four years. Options and Warrants The Company used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards granted. The following assumptions were used for warrant awards during the nine months ended September 30, 2017: ● Expected Dividend Yield – because we do not currently pay dividends, the expected dividend yield is zero; ● Expected Volatility in Stock Price – volatility based on our own trading activity was used to determine expected volatility; ● Risk-free Interest Rate – reflects the average rate on a United States Treasury Bond with a maturity equal to the expected term of the option; and ● Expected Life of Award – because we have minimal experience with the exercise of options or warrants for use in determining the expected life of each award, we used the option or warrant’s contractual term as the expected life. Options During 2004, the Board of Directors of the Company adopted a stock option plan (the “Plan”) and authorized up to 4,000,000 shares to be issued under the Plan. In April 2009, the Company’s Board of Directors authorized an increase in the number of shares to be issued under the Plan to 10,000,000 shares and to include the independent Board Members in the Plan in lieu of continuing the previous practice of granting warrants each quarter to independent Board Members for services. At September 30, 2017, there were 618,427 shares of common stock reserved for issuance under the Plan. In 2014, the Board adopted an additional stock option plan which provides for an additional 5,000,000 shares which are all available as of December 31, 2016. The Plan is intended to permit stock options granted to employees to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan that are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options. Stock options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, typically vest over periods up to 4 years and are typically exercisable up to 10 years. There were no options granted during the nine-month period ended September 30, 2017. The following table summarizes all stock option activity of the Company for the period. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding, December 31, 2016 9,418,271 $ 0.16 4.43 Granted — Exercised — Expired 1,120,000 Outstanding, September 30, 2017 8,298,271 $ 0.16 4.10 Exercisable, September 30, 2017 6,533,271 $ 0.20 5.29 Warrants Warrants are issued to employees for expenses and for compensation in lieu of cash as well as to third parties as payment for services and in conjunction with the issuance of common stock. The fair value of each common stock warrant issued for services is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average assumptions used in the option pricing model for stock warrant grants were as follows: 2017 Expected Dividend Yield 0.00 % Expected Volatility in Stock Price 150.82 % Risk-Free Interest Rate 1.99 % Expected Life of Stock Awards – Years 6.86 The following table represents the Company’s warrant activity for the nine months ended September 30, 2017: Number Weighted Weighted Weighted Outstanding, December 31, 2016 16,122,332 $ 0.10 6.10 Granted 1,240,250 $ 0.14 $ 0.14 6.39 Exercised (200,000 ) $ 0.05 Forfeited (693,000 ) $ 0.14 Expired — Outstanding, September 30, 2017 16,469,582 $ 0.10 5.04 Exercisable, September 30, 2017 16,173,221 $ 0.10 5.36 The Company issued 1,240,250 warrants for services during the nine months ended September 30, 2017 at exercise prices from $0.07 to $0.17 per share, exercisable over a period of five to ten years from the grant date. All of the warrants with the exception of 362,219 vested immediately with the 362,219 warrants vesting one-eleventh per month over an eleven-month period. The total amount of the fair value of this grant was $50,000 and is recorded as noncash share-based compensation expense as vesting occurs. The fair value of the warrants was calculated as of the date of the grant utilizing the Black-Scholes option pricing model and assumptions as detailed above. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS On October 9, 2017, the Company issued 481,884 common shares as a result of a cashless exercise of outstanding warrants. On October 10, 2017, the Company issued Shareholder Notes for a total of $45,000. On October 20, 2017, the Company issued Anazca 368,217 shares as a quarterly commitment. Anazca, LLC subsequently resigned from their contract effective November 3, 2017. On November 6, 2017, the Company issued 250,000 shares of common stock as part of the existing PPM to William Doyle, its CEO in lieu of salary earned during October 2017. |
BASIS OF PRESENTATION SUMMARY17
BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnotes required by GAAP for complete financial statements may be condensed or omitted. These interim financial statements should be read in conjunction with our audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (“SEC”). In the opinion of Vystar management, these financial statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three-month and nine-month periods ended September 30, 2017 and 2016. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates. Examples include valuation allowances for deferred tax assets, provisions for bad debts, and fair values of share-based compensation. |
Concentration of Credit Risk | Concentration of Credit Risk Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in banks in many cases exceeds the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor our cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. |
Loss Per Share | Loss Per Share Because the Company reported a net loss for the nine-month periods ended September 30, 2017 and 2016, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. Excluded from the computation of diluted loss per share were options outstanding to purchase 8,298,271 shares and 9,718,271 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, as their effect would be anti-dilutive. Warrants to purchase 16,469,582 and 18,084,609 shares of common stock for the nine months ended September 30, 2017 and 2016, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive. |
Revenues | Revenues The Company derives revenue from license fees of Vytex NRL raw material to manufacturers and distributors of rubber and rubber-end products such as the foam used in the pillows and mattresses. Revenue is recognized when the licensee confirms payment and pays Vystar. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, line of credit and shareholder notes payable. The carrying values of all the Company’s financial instruments approximate fair value because of their short maturities. In addition to the short maturities, the carrying amounts of our line of credit and shareholder notes payable approximate fair value because the interest rates at September 30, 2017 approximate market interest rates for the respective borrowings. In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market. Valuation inputs are classified in the following hierarchy: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs. ● Level 3 inputs are unobservable inputs for the asset or liability. Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets are as follows: September 30, December 31, Patents $ 238,551 $ 238,551 Trademarks & trade name 9,072 9,072 Subtotal 247,623 247,623 Accumulated amortization (119,821 ) (108,061 ) Intangible assets, net $ 127,802 $ 139,562 |
NOTES PAYABLE AND LOAN FACILI19
NOTES PAYABLE AND LOAN FACILITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Shareholder Notes Payable | The following table summarizes the shareholder notes payable: September 30, December 31, Shareholder notes $ 789,990 $ 835,068 Accrued Interest 276,146 231,080 Total Shareholder Notes & Accrued Interest 1,066,136 1,066,148 Less: Accrued Interest (276,146 ) (231,080 ) Less: Current Portion (591,529 ) (595,837 ) Total long-term debt $ 198,461 $ 239,231 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | The following table summarizes all stock option activity of the Company for the period. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding, December 31, 2016 9,418,271 $ 0.16 4.43 Granted — Exercised — Expired 1,120,000 Outstanding, September 30, 2017 8,298,271 $ 0.16 4.10 Exercisable, September 30, 2017 6,533,271 $ 0.20 5.29 |
Schedule of weighted-average assumptions used in the option pricing model for stock warrant grants | The weighted-average assumptions used in the option pricing model for stock warrant grants were as follows: 2017 Expected Dividend Yield 0.00 % Expected Volatility in Stock Price 150.82 % Risk-Free Interest Rate 1.99 % Expected Life of Stock Awards – Years 6.86 |
Schedule of warrant activity | The following table represents the Company’s warrant activity for the nine months ended September 30, 2017: Number Weighted Weighted Weighted Outstanding, December 31, 2016 16,122,332 $ 0.10 6.10 Granted 1,240,250 $ 0.14 $ 0.14 6.39 Exercised (200,000 ) $ 0.05 Forfeited (693,000 ) $ 0.14 Expired — Outstanding, September 30, 2017 16,469,582 $ 0.10 5.04 Exercisable, September 30, 2017 16,173,221 $ 0.10 5.36 |
BASIS OF PRESENTATION SUMMARY21
BASIS OF PRESENTATION SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 8,298,271 | 9,718,271 |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 16,469,582 | 18,084,609 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Liquidity And Going Concern Details Narrative | ||||
Cash | $ 6,651 | $ 36,282 | $ 117,640 | $ 29,059 |
Working capital deficit | 2,543,129 | |||
Accumulated deficit | $ (27,687,363) | $ (26,814,649) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - Kiron Division [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue from discontinued operations | $ 0 | $ 4,538 | $ 130 | $ 80,988 |
Gains (losses) from discontinued operations | $ 47,229 | $ (31,030) | $ 42,382 | $ 43,207 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 238,551 | $ 238,551 |
Trademarks & trade name | 9,072 | 9,072 |
Subtotal | 247,623 | 247,623 |
Accumulated amortization | (119,821) | (108,061) |
Intangible assets, net | $ 127,802 | $ 139,562 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,920 | $ 3,920 | $ 11,760 | $ 11,760 |
NOTES PAYABLE AND LOAN FACILI26
NOTES PAYABLE AND LOAN FACILITY (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Shareholder notes | $ 789,990 | $ 835,068 |
Accrued Interest | 276,146 | 231,080 |
Total Shareholder Notes & Accrued Interest | 1,066,136 | 1,066,148 |
Less : Accrued Interest | (276,146) | (231,080) |
Less : Current Portion | (591,529) | (595,837) |
Total long-term debt | $ 198,461 | $ 239,231 |
NOTES PAYABLE AND LOAN FACILI27
NOTES PAYABLE AND LOAN FACILITY (Details Narrative) - USD ($) | Apr. 29, 2013 | Nov. 02, 2012 | Sep. 14, 2011 | Apr. 29, 2011 | Sep. 30, 2017 | Dec. 31, 2016 |
Grant of warrants | 1,240,250 | |||||
Total number of warrants outstanding | 16,469,582 | 16,122,332 | ||||
Number of warrants forfeited | 693,000 | |||||
Shareholders Convertible Promissory Notes [Member] | ||||||
Shareholder notes payable plus accrued interest | $ 1,066,136 | |||||
Debt instrument face amount | $ 789,990 | |||||
Average conversion price of debt (per share) | $ 0.055 | |||||
Conversion of debt equivalent shares | 19,305,727 | |||||
Shareholders Convertible Promissory Notes [Member] | Minimum [Member] | ||||||
Debt instrument interest rate | 5.00% | |||||
Conversion price of debt (per share) | $ 0.05 | |||||
Shareholders Convertible Promissory Notes [Member] | Maximum [Member] | ||||||
Debt instrument interest rate | 10.00% | |||||
Conversion price of debt (per share) | $ 0.10 | |||||
Warrant [Member] | Minimum [Member] | ||||||
Warrant exercise price (per share) | 0.07 | |||||
Warrant [Member] | Maximum [Member] | ||||||
Warrant exercise price (per share) | $ 0.17 | |||||
CMA Note [Member] | ||||||
Increase in line of credit | $ 200,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 | $ 1,000,000 | $ 800,000 | |||
Basis Spread on Variable Rate, During Period | 5.25% | |||||
Debt, Interest Rate | 6.50% | |||||
Debt, Weighted Average Interest Rate | 5.25% | |||||
Warrant exercise price (per share) | $ 0.35 | $ 0.27 | ||||
CMA Note [Member] | Warrant [Member] | ||||||
Grant of warrants | 2,100,000 | 1,600,000 | 2,600,000 | |||
Warrant exercise price (per share) | $ 0.10 | $ 0.45 | ||||
Percentage of Common Stock Shares Vested Immediately on Directors by Conversion of Warrants | 20.00% | |||||
Percentage of Common Stock Shares Vesting on Directors Upon Each Draw by Conversion of Warrants | 10.00% | |||||
Minimum Amount of Line of Credit Drawn For Vesting of Portion of Common Stock Granted to Directors As Compensation | $ 100,000 | |||||
Total number of warrants outstanding | 6,300,000 | |||||
Number of warrants forfeited | 630,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | Sep. 29, 2017shares | Sep. 28, 2017shares | Sep. 27, 2017shares | Jul. 30, 2017shares | Jul. 25, 2017shares | Jul. 02, 2017shares | Apr. 25, 2017shares | Apr. 09, 2017shares | Mar. 15, 2017shares | May 02, 2013USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Numbershares | Dec. 31, 2016shares |
Preferred stock,, shares outstanding | 13,828 | 13,828 | ||||||||||
Accumulated undeclared dividends of preferred stock | $ | $ 60,133 | |||||||||||
Number of shares issuable upon conversion of preferred stock | 3,968,269 | |||||||||||
Number of shares issued for the partial conversion of a Shareholder Note and accrued interest | 1,109,406 | |||||||||||
Warrant [Member] | ||||||||||||
Number of shares issued for a a cashless exercise of outstanding warrants | 118,919 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Common stock issued for services, shares | 500,000 | |||||||||||
Business Development Agreement - Joseph Zampeti [Member] | ||||||||||||
Common stock issued for services, shares | 200,000 | 750,000 | ||||||||||
Business Development Agreement - FMW Media Works [Member] | ||||||||||||
Common stock issued for services, shares | 200,000 | 400,000 | ||||||||||
Blue Oar Consulting [Member] | ||||||||||||
Common stock issued for services, shares | 1,087,023 | |||||||||||
Accentuate Public Relations [Member] | ||||||||||||
Common stock issued for services, shares | 3,125,000 | |||||||||||
Anazca, LLC [Member] | ||||||||||||
Common stock issued for services, shares | 363,985 | |||||||||||
November 2016 Private Placement [Member] | ||||||||||||
Number of accredited investors of private placcement | Number | 16 | |||||||||||
Common stock issued in private placement | $ | $ 7,690,000 | |||||||||||
Common stock issued in private placement, shares | 384,500 | |||||||||||
10% Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares in private placement offering | 200,000 | |||||||||||
Price per share | $ / shares | $ 10 | |||||||||||
Preferred stock value in private placement offering | $ | $ 2,000,000 | |||||||||||
Preferred stock, dividend rate | 10.00% | |||||||||||
Preferred stock, stated conversion rate | $ / shares | $ 0.075 | |||||||||||
10% Series A Cumulative Convertible Preferred Stock [Member] | Additional Investment [Member] | ||||||||||||
Preferred stock, stated conversion rate | $ / shares | $ 0.05 | |||||||||||
Additional investment lowering conversion price | $ | $ 25,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of options: | ||
Number of Options outstanding, beginning | 9,418,271 | |
Number of Options expired | 1,120,000 | |
Number of Options outstanding, ending | 8,298,271 | 9,418,271 |
Number of Options exercisable | 6,533,271 | |
Weighted Average Exercise Price: | ||
Options outstanding,, beginning | $ 0.16 | |
Options outstanding, ending | 0.16 | $ 0.16 |
Options exercisable | $ 0.20 | |
Weighted Average Remaining Contractual Life (Years) | ||
Options outstanding | 4 years 1 month 6 days | 4 years 5 months 5 days |
Options exercisable | 5 years 3 months 15 days |
SHARE-BASED COMPENSATION (Det30
SHARE-BASED COMPENSATION (Details 1) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2017 | |
Expected Dividend Rate | 0.00% |
Expected Volatility in Stock price | 150.82% |
Risk Free Interest Rate | 1.99% |
Expected Term | 6 years 10 months 10 days |
SHARE-BASED COMPENSATION (Det31
SHARE-BASED COMPENSATION (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Warrant: | ||
Number of Warrant outstanding, beginning | 16,122,332 | |
Number of Warrant granted | 1,240,250 | |
Number of Warrant exercised | (200,000) | |
Number of Warrant forfeited | (693,000) | |
Number of Warrant outstanding, ending | 16,469,582 | 16,122,332 |
Number of Warrant exercisable | 16,173,221 | |
Warrant Weighted Average Exercise Price: | ||
Warrant outstanding, beginning | $ 0.10 | |
Warrant granted | 0.14 | |
Warrant exercised | 0.05 | |
Warrant forfeited | 0.14 | |
Warrant outstanding, ending | 0.10 | $ 0.10 |
Warrant exercisable | $ 0.10 | |
Weighted Average Remaining Contractual Life | ||
Warrant granted | 6 years 4 months 20 days | |
Warrant outstanding | 5 years 15 days | 6 years 1 month 6 days |
Warrant exercisable | 5 years 4 months 9 days | |
Weighted average grant date fair value | $ 0.14 |
SHARE-BASED COMPENSATION (Det32
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2014 | Apr. 30, 2009 | Jan. 01, 2004 | |
Share-based compensation | $ 242,038 | $ 74,253 | $ 642,165 | $ 379,301 | |||
Unrecognized compensation cost for non-vested awards | $ 128,461 | $ 128,461 | |||||
Period for recognizition of non-vested awards compensation cost | 4 years | ||||||
Warrant [Member] | |||||||
Vesting period award | 11 months | ||||||
Vesting percent | 9.00% | ||||||
Fair value grant date of warrants | $ 50,000 | ||||||
Warrants issued for services, shares | 1,240,250 | ||||||
Number of warrants granted not vested | 362,216 | ||||||
Warrant [Member] | Minimum [Member] | |||||||
Exercisable period of warrants | 5 years | ||||||
Warrant exercise price | $ 0.07 | $ 0.07 | |||||
Warrant [Member] | Maximum [Member] | |||||||
Exercisable period of warrants | 10 years | ||||||
Warrant exercise price | $ 0.17 | $ 0.17 | |||||
Stock Option Plan [Member] | |||||||
Number of shares authorized under stock option plan | 10,000,000 | 4,000,000 | |||||
Additional shares authorized | 5,000,000 | ||||||
Number of shares reserved for issuance | 618,427 | 618,427 | |||||
Stock Option Plan [Member] | Minimum [Member] | |||||||
Exercisable period of stock options | 4 years | ||||||
Stock Option Plan [Member] | Maximum [Member] | |||||||
Exercisable period of stock options | 10 years |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 06, 2017 | Oct. 20, 2017 | Oct. 10, 2017 | Oct. 09, 2017 | Sep. 29, 2017 | Sep. 28, 2017 | Apr. 09, 2017 |
Anazca, LLC [Member] | |||||||
Common stock issued for services, shares | 363,985 | ||||||
Chief Executive Officer [Member] | |||||||
Common stock issued for services, shares | 500,000 | ||||||
Warrant [Member] | |||||||
Common stock issued upon cashless exercise of warrants, shares | 118,919 | ||||||
Subsequent Event [Member] | |||||||
Proceeds from shareholder notes | $ 45,000 | ||||||
Subsequent Event [Member] | Anazca, LLC [Member] | |||||||
Common stock issued for services, shares | 368,217 | ||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||
Common stock issued for services, shares | 250,000 | ||||||
Subsequent Event [Member] | Warrant [Member] | |||||||
Common stock issued upon cashless exercise of warrants, shares | 481,884 |