Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 11, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Ascent Solar Technologies, Inc. | ||
Entity Central Index Key | 0001350102 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding | 336,754,571 | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 3.6 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 18,159 | $ 89,618 |
Trade receivables, net of allowance of $45,664 and $48,201, respectively | 165,160 | 6,658 |
Inventories, net | 660,791 | 1,037,854 |
Prepaid expenses and other current assets | 138,369 | 494,425 |
Total current assets | 982,479 | 1,628,555 |
Property, Plant and Equipment: | 36,621,187 | 36,645,862 |
Less accumulated depreciation and amortization | (32,207,829) | (32,013,686) |
Net property, plant and equipment | 4,413,358 | 4,632,176 |
Other Assets: | ||
Patents, net of accumulated amortization of $363,533 and $430,071, respectively | 862,429 | 1,470,796 |
Other non-current assets | 34,061 | 49,813 |
Total other assets | 896,490 | 1,520,609 |
Total Assets | 6,292,327 | 7,781,340 |
Current Liabilities: | ||
Accounts payable | 2,318,655 | 1,600,455 |
Related party payables | 270,740 | 202,827 |
Accrued expenses | 1,562,435 | 1,180,161 |
Accrued interest | 1,198,279 | 443,587 |
Notes payable | 1,516,530 | 1,570,231 |
Current portion of long-term debt | 349,093 | 343,395 |
Secured promissory notes, net of discount of $2,824,365 and $3,618,571, respectively | 3,447,380 | 938,656 |
Promissory notes, net of discount of $104,583 and $20,626, respectively | 1,239,854 | 948,811 |
Convertible notes, net of discount of $394,011 and $1,238,241, respectively | 1,852,722 | 1,362,592 |
Embedded derivative liability | 10,114,452 | 6,406,833 |
Total current liabilities | 23,870,140 | 14,997,548 |
Long-term debt, net of current portion | 5,028,969 | 5,118,424 |
Accrued Warranty Liability | 29,114 | 57,703 |
Total Liabilities | 28,928,223 | 20,173,675 |
Series K preferred stock: 20,000 shares authorized as of December 31, 2018 and December 31, 2017; zero and 2,810 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 0 | 2,810,000 |
Commitments and Contingencies | ||
Stockholders’ Deficit: | ||
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 60,756 shares issued and outstanding as of December 31, 2018 and December 31, 2017 ($822,620 and $761,864 Liquidation Preference, respectively) | 6 | 6 |
Common stock, $0.0001 par value, 20,000,000,000 shares authorized as of December 31, 2018 and December 31, 2017; 63,537,885 and 9,606,677 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 6,354 | 960,660 |
Additional paid in capital | 395,889,712 | 386,332,475 |
Accumulated deficit | (418,531,968) | (402,495,476) |
Total stockholders’ deficit | (22,635,896) | (15,202,335) |
Total Liabilities and Stockholders’ Deficit | $ 6,292,327 | $ 7,781,340 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 45,664 | $ 48,201 |
Patents, amortization | $ 363,533 | $ 430,071 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued (in shares) | 63,537,885 | 9,606,677 |
Common stock, shares outstanding (in shares) | 63,537,885 | 9,606,677 |
Commitments and Contingencies | ||
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares outstanding (in shares) | 60,756 | 60,756 |
Preferred stock, liquidation preference | $ 822,620 | $ 761,864 |
Series K Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 0 | 2,810 |
Preferred stock, shares outstanding (in shares) | 0 | 2,810 |
Secured Promissory Note, Current [Member] | ||
Unamortized discount | $ 2,824,365 | $ 3,618,571 |
Promissory Note [Member] | ||
Unamortized discount | 104,583 | 20,626 |
Convertible Notes [Member] | ||
Unamortized discount | $ 394,011 | $ 1,238,241 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 862,412 | $ 642,179 |
Costs and Expenses | ||
Cost of revenues (exclusive of depreciation shown below) | 1,015,796 | 2,814,782 |
Research, development and manufacturing operations (exclusive of depreciation shown below) | 2,794,641 | 4,820,536 |
Selling, general and administrative (exclusive of depreciation shown below) | 3,244,793 | 5,598,004 |
Depreciation and amortization | 377,306 | 1,193,535 |
Inventory impairment loss | 0 | 363,377 |
Total Costs and Expenses | 7,432,536 | 14,790,234 |
Loss from Operations | (6,570,124) | (14,148,055) |
Other Income/(Expense) | ||
Other Income/(Expense), net | 13,144 | 574,817 |
Interest Expense | (7,351,681) | (6,518,747) |
Deemed interest expense on warrant liability | 0 | (345,774) |
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net | (2,127,831) | 1,877,629 |
Total Other Income/(Expense) | (9,466,368) | (4,412,075) |
Net Loss | $ (16,036,492) | $ (18,560,130) |
Net Loss Per Share (Basic and diluted) (in dollars per share) | $ (0.69) | $ (3.15) |
Weighted Average Common Shares Outstanding (Basic and diluted) (in shares) | 23,157,607 | 5,883,375 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member]Common stock [Member] | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member]Common stock [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member] | Series F Preferred Stock [Member] | Series F Preferred Stock [Member]Common stock [Member] | Series F Preferred Stock [Member]Additional Paid-in Capital [Member] | Series G Preferred Stock [Member] | Series G Preferred Stock [Member]Common stock [Member] | Series G Preferred Stock [Member]Additional Paid-in Capital [Member] | Series I Preferred Stock [Member] | Series I Preferred Stock [Member]Common stock [Member] | Series I Preferred Stock [Member]Additional Paid-in Capital [Member] | Series J Preferred Stock [Member] | Series J Preferred Stock [Member]Common stock [Member] | Series J Preferred Stock [Member]Additional Paid-in Capital [Member] | Series J-1 Preferred Stock [Member] | Series J-1 Preferred Stock [Member]Common stock [Member] | Series J-1 Preferred Stock [Member]Additional Paid-in Capital [Member] | Series K Preferred Stock [Member] | Series K Preferred Stock [Member]Common stock [Member] | Series K Preferred Stock [Member]Additional Paid-in Capital [Member] | Four Percent Original Issue Discount Senior Secured Convertible Promissory Notes [Member] | Four Percent Original Issue Discount Senior Secured Convertible Promissory Notes [Member]Common stock [Member] | Four Percent Original Issue Discount Senior Secured Convertible Promissory Notes [Member]Additional Paid-in Capital [Member] | TFG Promissory Notes [Member] | TFG Promissory Notes [Member]Common stock [Member] | TFG Promissory Notes [Member]Additional Paid-in Capital [Member] | BayBridge Promissory Notes [Member] | BayBridge Promissory Notes [Member]Common stock [Member] | BayBridge Promissory Notes [Member]Additional Paid-in Capital [Member] | St. George Convertible Note [Member] | St. George Convertible Note [Member]Common stock [Member] | St. George Convertible Note [Member]Additional Paid-in Capital [Member] | Global Ichiban Convertible Notes [Member] | Global Ichiban Convertible Notes [Member]Common stock [Member] | Global Ichiban Convertible Notes [Member]Additional Paid-in Capital [Member] | Bellridge Convertible Note [Member] | Bellridge Convertible Note [Member]Common stock [Member] | Bellridge Convertible Note [Member]Additional Paid-in Capital [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member]Common stock [Member] | Convertible Notes Payable [Member]Additional Paid-in Capital [Member] |
Beginning balance (in shares) at Dec. 31, 2016 | 554,302 | 125,044 | |||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2016 | $ (13,991,076) | $ 55 | $ 13 | $ 369,941,432 | $ (383,932,576) | ||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Dividend Expense paid with Common Stock (in shares) | 332,007 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Dividend Expense paid with Common Stock | 246,584 | $ 33 | 246,551 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Restricted Stock (in shares) | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Restricted Stock | 0 | $ 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitment Shares (in shares) | 37,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment Shares | 63,750 | $ 4 | 63,746 | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares (in shares) | 131,089 | 64,288 | 247,372 | 189,780 | 1,529,316 | 419,720 | 365,646 | 466,667 | 1,550,000 | 2,808,249 | 333,333 | 473,405 | 168,251 | ||||||||||||||||||||||||||||||||||||||
Conversion of shares | $ 257,152 | $ 13 | $ (7) | $ 257,146 | $ 120,000 | $ 25 | $ 119,975 | $ 127,000 | $ 19 | $ 126,981 | $ 898,000 | $ 153 | $ 897,847 | $ 226,071 | $ 42 | $ 226,029 | $ 275,000 | $ 37 | $ 274,963 | $ 700,000 | $ 47 | $ 699,953 | $ 6,200,000 | $ 155 | $ 6,199,845 | $ 1,699,967 | $ 281 | $ 1,699,686 | $ 544,681 | $ 33 | $ 544,648 | $ 377,999 | $ 47 | $ 377,952 | $ 163,508 | $ 17 | $ 163,491 | ||||||||||||||
Loss on Extinguishment of Liabilities | 4,481,939 | 4,481,939 | |||||||||||||||||||||||||||||||||||||||||||||||||
Induced Conversion Costs | 500,948 | 500,948 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Expense | 345,774 | 345,774 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 123,268 | 123,268 | |||||||||||||||||||||||||||||||||||||||||||||||||
Prior period adjustment - subsidiary | (2,770) | (2,770) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (18,560,130) | (18,560,130) | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 9,606,677 | 60,756 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2017 | (15,202,335) | $ 961 | $ 6 | 387,292,174 | (402,495,476) | ||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Dividend Expense paid with Common Stock (in shares) | 1,137,349 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Dividend Expense paid with Common Stock | 62,914 | $ 114 | 62,800 | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares (in shares) | 702,500 | 19,838,979 | 15,849,656 | 3,486,274 | 10,912,281 | 2,004,169 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | $ 2,810,000 | $ 70 | $ 2,809,930 | $ 772,501 | $ 1,984 | $ 770,517 | $ 606,600 | $ 1,585 | $ 605,015 | $ 1,426,000 | $ 349 | $ 1,425,651 | $ 245,000 | $ 1,091 | $ 243,909 | $ 356,742 | $ 200 | $ 356,542 | |||||||||||||||||||||||||||||||||
Loss on Extinguishment of Liabilities | 2,293,909 | 2,293,909 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 29,265 | 29,265 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (16,036,492) | (16,036,492) | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 63,537,885 | 60,756 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2018 | $ (22,635,896) | $ 6,354 | $ 6 | $ 395,889,712 | $ (418,531,968) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | ||
Net loss | $ (16,036,492) | $ (18,560,130) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 381,056 | 1,197,285 |
Stock based compensation | 29,265 | 123,268 |
Realized loss (gain) on sale of assets | (14,000) | (1,210,331) |
Amortization of financing costs | 29,167 | 76,351 |
Non-cash interest expense | 704,968 | 643,263 |
Amortization of debt discount | 5,198,003 | 4,427,086 |
Bad debt expense | (2,536) | 514 |
Accrued litigation settlement | 0 | (339,481) |
Warrant expense | 0 | 345,774 |
Impairment of inventory | 0 | 363,377 |
Write off Enerplex Patents | 467,005 | 0 |
Warranty reserve | (28,589) | (118,754) |
Change in fair value of derivatives and loss on extinguishment of liabilities, net | 2,127,831 | (1,877,629) |
Induced conversion expense | 0 | 635,514 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (155,966) | 569,632 |
Inventories | 377,063 | 1,168,585 |
Prepaid expenses and other current assets | 383,475 | 389,910 |
Accounts payable | 994,418 | (592,403) |
Related party payable | 67,913 | (12,076) |
Accrued expenses | 1,083,727 | 11,502 |
Accrued interest | 377,846 | 160,814 |
Net cash used in operating activities | (4,015,846) | (12,597,929) |
Investing Activities: | ||
Purchase of property, plant and equipment | 0 | (6,402) |
Proceeds from sale of assets | 14,000 | 150,000 |
Patent activity costs | (16,447) | (62,652) |
Net cash provided by (used in) investing activities | (2,447) | 80,946 |
Financing Activities: | ||
Proceeds from debt | 4,103,500 | 5,542,500 |
Repayment of debt | (145,666) | (2,056,845) |
Payment of debt financing costs | (11,000) | (20,000) |
Proceeds from issuance of stock and warrants | 0 | 9,010,000 |
Net cash provided by financing activities | 3,946,834 | 12,475,655 |
Net change in cash and cash equivalents | (71,459) | (41,328) |
Cash and cash equivalents at beginning of period | 89,618 | 130,946 |
Cash and cash equivalents at end of period | 18,159 | 89,618 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 237,681 | 1,221,843 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Transactions: | ||
Non-cash conversions of preferred stock and convertible notes to equity | 6,216,842 | 11,835,962 |
Non-cash conversions of preferred stock to notes payable | 0 | 1,075,000 |
Make-whole provision on convertible preferred stock | 0 | 257,152 |
Non-cash financing costs | 45,000 | 2,500 |
Debt converted to accounts payable | 0 | 55,067 |
Accounts payable converted to notes payable | 308,041 | 1,587,760 |
Accounts payable forgiven related to sale of EnerPlex | 0 | 1,031,726 |
Interest converted to principal | 140,518 | 431,195 |
Common shares issued for commitment fee | 0 | 63,750 |
Initial embedded derivative liabilities | 3,873,697 | 5,878,345 |
Promissory notes converted to convertible notes | $ 475,000 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Ascent Solar Technologies, Inc. (“Ascent”) was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel and core technologies. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, photovoltaic (“PV”), battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and to Copper-Indium-Gallium-diSelenide (“CIGS”) PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. In January 2006, in exchange for 102,800 shares of common stock of Ascent, ITN assigned to Ascent certain CIGS PV technologies and trade secrets and granted to Ascent a perpetual, exclusive, royalty free worldwide license to use, in connection with the manufacture, development, marketing and commercialization of CIGS PV to produce solar power, certain of ITN’s existing and future proprietary and control technologies that, although non-specific to CIGS PV, Ascent believes will be useful in its production of PV modules for its target markets. Upon receipt of the necessary government approvals and pursuant to novation in early 2007, ITN assigned government funded research and development contracts to Ascent and also transferred the key personnel working on the contracts to Ascent. Currently, the Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed-wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers. Reverse Stock Split On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2018 | |
Basis Of Presentation [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of December 31, 2018 and December 31, 2017 , and the results of operations for the years ended December 31, 2018 and 2017 . Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. Foreign Currencies: Bank account balances held in foreign currencies are translated to U.S. dollars utilizing the period end exchange rate. Gains or losses incurred in connection with the Company’s accounts held in foreign currency were not material for the years ended December 31, 2018 and 2017 and were recorded in “Other Income/(Expense)” in the Consolidated Statements of Operations. Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer credit-worthiness and current economic trends. Reserves are established on an account-by-account basis. Account balances are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. As of December 31, 2018 and 2017 , the Company had an allowance for doubtful accounts of $45,664 and $48,201 , respectively. Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2018 and 2017 , the Company had inventory reserve balances of $745,927 and $562,140 , respectively. In response to management's estimate of current market conditions, the Company has reserved all of its work-in-process and finished goods inventory as of December 31, 2018 . If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. Due to the sale of the EnerPlex brand and the re-purposing of our work-in-process inventory, we are unable to estimate the recoverability of all of our work-in process inventory values, resulting in a lower-cost-to-market analysis and reserve for impairment. An expense of $363,377 was recorded to inventory impairment costs for the year ended December 31, 2017 . There were no lower of cost or market adjustments during the year ended December 31, 2018 . Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. During the year ended December 31, 2018 , the Company wrote down the remaining international EnerPlex IP, which was not part of the 2017 sale of the EnerPlex IP. This write down consisted of $692,032 in capitalized patent costs, reduced by $225,027 in accumulated amortization, resulting in an expense of $467,005 . As of December 31, 2018 and 2017 , the Company had $862,429 and $1,470,796 of net patent costs, respectively. Of these amounts $207,308 and $640,167 represents costs net of amortization incurred for awarded patents, and the remaining $655,121 and $830,629 represents costs incurred for patent applications to be filed as of December 31, 2018 and 2017 , respectively. During the years ended December 31, 2018 and 2017 , the Company capitalized $16,447 and $62,652 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $158,488 and $150,928 for the years ended December 31, 2018 and 2017 , respectively. As of December 31, 2018 , future amortization of patents is expected as follows: 2019 $ 57,649 2020 $ 45,920 2021 $ 37,429 2022 $ 33,924 2023 $ 25,154 Thereafter $ 7,232 $ 207,308 Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2018 and 2017 , the Company did not incur impairments of its manufacturing facilities and equipment. Interest Capitalization : Historically the Company has capitalized interest cost as part of the cost of acquiring or constructing certain assets during the period of time required to get the asset ready for its intended use. The Company capitalized interest to the extent that expenditures to acquire or construct an asset have occurred and interest cost has been incurred. Convertible Notes : The Company issues, from time to time, convertible notes. Refer to Notes 10 and 12 for further information. Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 13 and 14 for further discussion on the classification of each instrument. Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. The following table is a summary of the derivative liability activity for the years ended December 31, 2018 : Derivative Liability Balance as of December 31, 2017 $ 6,406,833 Additional derivative liability on new notes 3,873,697 Derivative liability extinguished (27,686 ) Change in fair value of derivative liability (138,392 ) Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Refer to Notes 10 and 12 for further discussion on the embedded derivatives of each instrument. Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. Warrant Liability: Warrants to purchase the Company's common stock with nonstandard anti-dilution provisions, regardless of the probability or likelihood that may conditionally obligate the issuer to ultimately transfer assets, are classified as liabilities and are recorded at their estimated fair value at each reporting period. Any change in fair value of these warrants is recorded at each reporting period in Other income/(expense) on the Company's statement of operations. Revenue Recognition: Product revenue. We recognize revenue for module and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. During the years ended December 31, 2018 and 2017 , the company recognized product revenue of $813,512 and $642,179 , respectively. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. During the year ended December 31, 2018 , the company recognized government contract revenue of $48,900 . No government contract revenue was recognized for the year ended December 31, 2017 . Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Consolidated Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $2,794,641 and $4,820,536 for the years ended December 31, 2018 and 2017 , respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as Cost of revenue as products are sold. Marketing and Advertising Costs: The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $23,560 and $189,382 for the years ended December 31, 2018 and 2017 , respectively. Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. For purposes of determining estimated fair value of share-based payment awards on the date of grant the Company uses the Black-Scholes option-pricing model (“Black-Scholes Model”) for option awards. The Black-Scholes Model requires the input of highly subjective assumptions. Because the Company’s employee stock options may have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which result in changes to these assumptions and methodologies, which could materially impact the Company’s fair value determination. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. The accounting guidance for share-based compensation may be subject to further interpretation and refinement over time. There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that use different models, methods and assumptions. If factors change and the Company employs different assumptions in the accounting for share-based compensation in future periods, or if the Company decides to use a different valuation model, the compensation expense the Company records in the future may differ significantly from the amount recorded in the current period and could materially affect its loss from operations, net loss and net loss per share. Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2014-2017) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. Net Loss per Common Share: Basic loss per share does not include dilution and is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential securities that could share in the earnings of the Company, similar to fully diluted earnings per share. Common stock equivalents outstanding as of December 31, 2018 and 2017 of approximately 834 million and 3 million shares, respectively, have been omitted from loss per share because they are anti-dilutive. Common stock equivalents consist of stock options, preferred stock, preferred stock make-whole dividend liability amounts (assuming the make-whole dividend liability is paid in common stock in lieu of cash), and convertible notes (assuming the amortization payments are paid in common stock in lieu of cash). Net loss per common share was the same for both basic and diluted methods for the periods ended December 31, 2018 and 2017 . Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 6. Property, Plant and Equipment, Note 10. Secured Promissory Notes and Note 12. Convertible Notes. The carrying amount of our long term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings. The carrying value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. Related Party Transactions: One of the Company's named shareholders is Tertius Financial Group Pte Ltd, of which Mr. Victor Lee, President and Chief Executive Officer of the Company, is Managing Director and 50% shareholder. Accounting for transactions under these agreements is consistent with those defined in our Significant Accounting Policies. See Note 19 for further information. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , and has issued a number of clarifying ASUs subsequently, all of which outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The standard provides enhancements to the quality and consistency of how revenue is reported by companies, while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The new standard also will require enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. This accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Early adoption is permitted for annual reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. The implementation of ASU 2014-09 did not have a material effect on the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there will not be a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) . ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for interim periods and fiscal years beginning after December 15, 2017, and early application is permitted. The implementation of ASU 2017-09 did not have a material effect on the Company's consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) . ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there will not be a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements. Other new pronouncements issued but not effective as of December 31, 2018 are not expected to have a material impact on the Company’s consolidated financial statements. |
LIQUIDITY, CONTINUED OPERATIONS
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
LIQUIDITY AND CONTINUED OPERATIONS [Abstract] | |
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN During the years ended December 31, 2018 and 2017 , the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 8, 9, 10, 11, 12, and 14. The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the year ended December 31, 2018 the Company used $4,015,846 in cash for operations. The Company's primary significant long term cash obligation consists of a note payable of $5,378,062 to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. Total payments of approximately $693,611 , including principal and interest, will come due in the remainder of 2019. Additional projected product revenues are not anticipated to result in a positive cash flow position for the year 2019 overall and, as of December 31, 2018 , the Company has negative working capital. As such, cash liquidity sufficient for the year ending December 31, 2019 will require additional financing. The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
TRADE RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
TRADE RECEIVABLES | TRADE RECEIVABLES Trade receivables, net consist of amounts generated from product sales and government contracts. Accounts receivable totaled $165,160 and $6,658 as of December 31, 2018 and 2017 , respectively. Provisional Indirect Cost Rates - The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The following table summarizes property, plant and equipment as of December 31, 2018 and December 31, 2017 : As of December 31, 2017 2017 Building $ 5,828,960 $ 5,828,960 Furniture, fixtures, computer hardware and computer software 489,421 489,421 Manufacturing machinery and equipment 30,302,806 30,327,481 Depreciable property, plant and equipment 36,621,187 36,645,862 Less: Accumulated depreciation and amortization (32,207,829 ) (32,013,686 ) Net property, plant and equipment $ 4,413,358 $ 4,632,176 The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Depreciation expense for the years ended December 31, 2018 and 2017 was $218,818 and $1,030,237 , respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the Consolidated Statements of Operations. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following at December 31, 2018 and December 31, 2017 : As of December 31, 2018 2017 Raw materials $ 660,791 $ 688,904 Work in process — 11,878 Finished goods — 337,072 Total $ 660,791 $ 1,037,854 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE On February 24, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784 . The notes bear interest of 6% per annum and matured on February 24, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041 , this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018 . As of December 31, 2018 , the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $96,881 , respectively, and the note is due upon demand. On March 23, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $356,742 . The note bears interest of 5% per annum and matured on March 31, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. As of December 31, 2018 , the note had been redeemed in stock; on July 25, 2018 , the vendor, elected to redeem the note principal balance of $356,742 , along with $23,897 in accrued interest, for 2,138,421 shares of common stock. The conversion rate was based on the average of the prior five trading days' closing price. On June 30, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000 . The note bears interest of 5% per annum and matured on February 28, 2018 . As of December 31, 2018 , the Company had not made any payments on this note, the accrued interest was $18,801 , and the note is due upon demand. On September 30, 2017 , the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234 . The note bears interest of 5% per annum and matured on September 30, 2018 . The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017 ; as of December 31, 2018 , the company had paid principal of $22,529 and interest of $897 . The remaining principal and interest balances, as of December 31, 2018 , were $192,705 and $11,684 , respectively. SECURED PROMISSORY NOTE The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 Global Ichiban Secured Promissory Notes On November 30, 2017 , the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates. Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017 , Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ( $3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ( $252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes. All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company. The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. Of the notes issued on November 30, 2017 , $3,359,539 aggregate principal amount will mature on December 15, 2020 . Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018 . During the year ended December 31, 2018 , principal of $(1,426,000) was converted into 3,486,276 shares of common stock, and $140,518 of interest was converted to principal. The remaining note is payable in 30 equal monthly installments of $80,360 beginning July 15, 2018 . The Company has not made the payments as outlined in the agreement, this note is due upon demand. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 Of the notes issued on November 30, 2017 , $697,688 aggregate principal amount matured on November 30, 2018 . Principal and interest on these notes are due upon demand. The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of December 31, 2018 , the closing dates, closing amounts, and maturity dates on completed note tranches are as follows: Closing Date Closing Amount Maturity Date 11/30/2017 $ 250,000 11/30/2018 12/28/2017 $ 250,000 12/28/2018 1/11/2018 $ 250,000 1/11/2019 1/25/2018 $ 250,000 1/25/2019 2/8/2018 $ 250,000 2/8/2019 2/21/2018 $ 250,000 2/21/2019 3/7/2018 $ 250,000 3/7/2019 3/21/2018 $ 250,000 3/21/2019 On July 6, 2018 , the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000 . This note matures on July 6, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock. On October 2, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 2, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 18, 2018 , Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 12 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 22, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 22, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $4,956,745 and $455,356 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes. 1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $3,742,002 as of December 31, 2017 . 2) The second valuation was done on the group of notes dated November 30, 2017 , that had a term of one year. The derivative value of this group of notes was $888,168 as of December 31, 2017 . 3) The third valuation was done on the note dated December 28, 2017 , which had a term of one year. The derivative value of this note was $267,008 on December 31, 2017 . 4) For the notes dated in the first quarter of 2018, we did a fourth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of February 15, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 54% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $1,151,162 as of February 15, 2018 . The value of the embedded derivative associated with these Notes was recorded as a debt discount and will be charged to interest expense, ratably, over the life of the notes. 5) For the notes dated in the fourth quarter of 2018, we did a fifth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of October 12, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 60% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $294,994 as of October 12, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $44,994 was charged to interest expense at issuance. The remaining debt discount of $250,000 will be charged to interest expense ratably over the life of the notes. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above. 1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 65% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $1,977,934 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,764,068 as of December 31, 2018 . 2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $350,164 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $418,965 as of December 31, 2018 . In addition to the fair value assessment, $119,039 of the pre-adjusted derivative liability was assigned to the other investor described above. Please refer to Note 22 for further information. 3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $116,882 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $150,126 as of December 31, 2018 . 4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $250,405 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $900,757 as of December 31, 2018 . 5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 71% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net loss of $4,951 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $299,945 as of December 31, 2018 . The total cumulative net gain for the year ended December 31, 2018 was $2,690,434 to reflect a total derivative liability of $3,533,861 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional transactions under this security agreement. Please refer to Note 21 for more information. St. George Secured Convertible Notes On May 8, 2018 , the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000 . The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption. On November 5, 2018 , the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018 , the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000 . The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of December 31, 2018 , the Company had received an additional $400,000 in proceeds and had recorded $740,000 in principal related to the Company and Investor Notes. The Company recorded and original issue discounts of $80,000 and debt financing costs of $20,000 , which will be recognized as interest expense, ratably, over the life of the note. As of December 31, 2018 , the closing dates, closing amounts, and proceeds on completed Note tranches are as follows: Closing Date Closing Amount Proceeds 11/7/2018 $ 260,000 200,000 11/19/2018 $ 120,000 100,000 11/30/2018 $ 120,000 100,000 12/7/2018 $ 120,000 100,000 12/17/2018 $ 120,000 100,000 The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $1,315,000 and $45,121 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into two separate instruments for valuation purposes. 1) For the May 2018 note, the Company conducted an initial valuation. Management's analysis, using the following assumptions: annual volatility of 50% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $862,439 as of May 8, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $337,439 was charged to interest expense at issuance. The remaining debt discount of $525,000 will be charged to interest expense ratably over the life of the note. 2) For the Company and Investor Notes, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of November 26, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 62% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $802,114 as of November 26, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $182,114 was charged to interest expense at issuance. The remaining debt discount of $620,000 will be charged to interest expense ratably over the life of the note. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above. 1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 85% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $706,291 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,568,730 as of December 31, 2018 . 2) For the Company and Investor Notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 66% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $921,848 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,723,962 as of December 31, 2018 . The total cumulative net loss for the year ended December 31, 2018 was $1,628,139 to reflect a total derivative liability of $3,292,692 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 21 for more information. PROMISSORY NOTES The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 Offering of Unsecured, Non-Convertible Notes to Investor 1 During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017 , in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017 . Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured. On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand. As of December 31, 2018 , $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of December 31, 2018 were $494,437 and $86,459 , respectively. Offering of Unsecured, Non-Convertible Notes to Investor 2 On November 16, 2017 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 2") for $275,000 . The promissory note was issued with an original issue discount of $25,000 , resulting in proceeds to the company of $250,000 . The note does not have a stated interest rate and matured on December 18, 2017 . On July 25, 2018 , the Company, entered into a new securities exchange agreement with Investor 2. Pursuant to the terms of the Exchange Agreement, Investor 2 agreed to surrender and exchange the promissory note with a principal balance of $275,000 in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. Offering of Unsecured, Non-Convertible Notes to Investor 3 On January 31, 2018 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 3") for an aggregate principal amount of $200,000 . The promissory note was issued with an original issue discount of $22,500 , which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $177,500 , which was received in December 2017. The note bears interest at 12% per annum and matures on December 29, 2018 . All principal and interest is payable upon maturity. On September 7, 2018 , the Company, entered into a new securities exchange agreement with Investor 3. Pursuant to the terms of the Exchange Agreement, Investor 3 agreed to surrender and exchange promissory note with a principal balance of $200,000 , plus accrued interest of $16,800 , in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. On June 6, 2018 , the Company initiated a second non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $315,000 . The promissory note was issued with an original issue discount of $55,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000 , that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $315,000 and $27,090 , respectively. On July 24, 2018 , the Company initiated a third non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $115,000 . The promissory note was issued with an original issue discount of $27,500 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500 , which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $115,000 and $7,923 , respectively. On September 10, 2018 , the Company initiated a fourth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $120,000 . The promissory note was issued with an original issue discount of $20,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000 , which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $120,000 and $5,029 , respectively. On December 31, 2018 , the Company initiated a fifth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $300,000 . The promissory note was issued with an original issue discount of $75,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000 , which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $300,000 and $4,954 , respectively. As of December 31, 2018 , the aggregate outstanding principal and interest for Investor 3 was $850,000 and $44,996 , respectively. Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 21 for more information. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Oct 2016 Notes St. George Note BayBridge Notes Bellridge Notes Power Up Notes EMA Note Total Promissory Notes Principal Balance at December 31, 2017 $ 330,000 $ 1,705,833 $ 565,000 $ — $ — $ — $ 2,600,833 New notes — — — 150,000 225,000 75,000 450,000 Notes redocumented or assigned — — 270,000 550,000 — — 820,000 Notes converted to |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT On February 8, 2008 , the Company acquired a manufacturing and office facility in Thornton, Colorado, for approximately $5.5 million. The purchase was financed by a promissory note, deed of trust and construction loan agreement (the “Construction Loan”) with the Colorado Housing and Finance Authority (“CHFA”), which provided the Company borrowing availability of up to $7.5 million for the building and building improvements. In 2009 , the Construction Loan was converted to a permanent loan pursuant to a Loan Modification Agreement between the Company and CHFA (the “Permanent Loan”). The Permanent Loan, collateralized by the building, has an interest rate of 6.6% and the principal will be amortized through its term to February 2028 . Further, pursuant to certain negative covenants in the Permanent Loan, the Company may not, among other things, without CHFA’s prior written consent (which by the terms of the deed of trust is subject to a reasonableness requirement): create or incur additional indebtedness (other than obligations created or incurred in the ordinary course of business); merge or consolidate with any other entity; or make loans or advances to the Company’s officers, shareholders, directors or employees. On November 1, 2016 , the Company and the CHFA agreed to modify the original agreement described above with the addition of a forbearance period. Per the modification agreement, no payments of principal and interest shall be due under the note during the forbearance period commencing on November 1, 2016 and continuing through April 1, 2017 . The amount of interest that should have been paid by the Company during the forbearance period in the total amount of $180,043 shall be added to the outstanding principal balance of the note. As a result, on May 1, 2017 , the principal balance of the note was $5,704,932 . Commencing on May 1, 2017 , the monthly payments of principal and interest due under the note resumed at $57,801 , and the Company shall continue to make such monthly payments over the remaining term of the note ending in February 2028 . On August 24, 2018 , the Company and the CHFA agreed to modify the original agreement with an additional forbearance period. Per the modification agreement, no payments of principal shall be due under the note during the forbearance period commencing on June 1, 2018 and continuing through November 30, 2018 . For each month of forbearance, partial interest of $15,000 per month must be paid, and the remaining unpaid interest of the forbearance period of $84,187 will be added to the outstanding principal balance of the note. As a result, on December 1, 2018 , the principal balance of the note will be $5,434,042 and monthly payments of principal and interest of $57,801 will resume, continuing through the remaining term of the note ending in February 2028 . The outstanding principal balance of the Permanent Loan was $5,378,062 and $5,461,819 as of December 31, 2018 and December 31, 2017 , respectively. As of December 31, 2018 , remaining future principal payments on long-term debt are due as follows: 2019 $ 349,093 2020 $ 372,843 2021 $ 398,209 2022 $ 425,301 2023 $ 454,235 Thereafter $ 3,378,381 $ 5,378,062 |
SECURED PROMISSORY NOTE
SECURED PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTES PAYABLE On February 24, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784 . The notes bear interest of 6% per annum and matured on February 24, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041 , this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018 . As of December 31, 2018 , the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $96,881 , respectively, and the note is due upon demand. On March 23, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $356,742 . The note bears interest of 5% per annum and matured on March 31, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. As of December 31, 2018 , the note had been redeemed in stock; on July 25, 2018 , the vendor, elected to redeem the note principal balance of $356,742 , along with $23,897 in accrued interest, for 2,138,421 shares of common stock. The conversion rate was based on the average of the prior five trading days' closing price. On June 30, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000 . The note bears interest of 5% per annum and matured on February 28, 2018 . As of December 31, 2018 , the Company had not made any payments on this note, the accrued interest was $18,801 , and the note is due upon demand. On September 30, 2017 , the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234 . The note bears interest of 5% per annum and matured on September 30, 2018 . The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017 ; as of December 31, 2018 , the company had paid principal of $22,529 and interest of $897 . The remaining principal and interest balances, as of December 31, 2018 , were $192,705 and $11,684 , respectively. SECURED PROMISSORY NOTE The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 Global Ichiban Secured Promissory Notes On November 30, 2017 , the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates. Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017 , Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ( $3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ( $252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes. All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company. The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. Of the notes issued on November 30, 2017 , $3,359,539 aggregate principal amount will mature on December 15, 2020 . Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018 . During the year ended December 31, 2018 , principal of $(1,426,000) was converted into 3,486,276 shares of common stock, and $140,518 of interest was converted to principal. The remaining note is payable in 30 equal monthly installments of $80,360 beginning July 15, 2018 . The Company has not made the payments as outlined in the agreement, this note is due upon demand. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 Of the notes issued on November 30, 2017 , $697,688 aggregate principal amount matured on November 30, 2018 . Principal and interest on these notes are due upon demand. The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of December 31, 2018 , the closing dates, closing amounts, and maturity dates on completed note tranches are as follows: Closing Date Closing Amount Maturity Date 11/30/2017 $ 250,000 11/30/2018 12/28/2017 $ 250,000 12/28/2018 1/11/2018 $ 250,000 1/11/2019 1/25/2018 $ 250,000 1/25/2019 2/8/2018 $ 250,000 2/8/2019 2/21/2018 $ 250,000 2/21/2019 3/7/2018 $ 250,000 3/7/2019 3/21/2018 $ 250,000 3/21/2019 On July 6, 2018 , the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000 . This note matures on July 6, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock. On October 2, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 2, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 18, 2018 , Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 12 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 22, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 22, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $4,956,745 and $455,356 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes. 1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $3,742,002 as of December 31, 2017 . 2) The second valuation was done on the group of notes dated November 30, 2017 , that had a term of one year. The derivative value of this group of notes was $888,168 as of December 31, 2017 . 3) The third valuation was done on the note dated December 28, 2017 , which had a term of one year. The derivative value of this note was $267,008 on December 31, 2017 . 4) For the notes dated in the first quarter of 2018, we did a fourth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of February 15, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 54% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $1,151,162 as of February 15, 2018 . The value of the embedded derivative associated with these Notes was recorded as a debt discount and will be charged to interest expense, ratably, over the life of the notes. 5) For the notes dated in the fourth quarter of 2018, we did a fifth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of October 12, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 60% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $294,994 as of October 12, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $44,994 was charged to interest expense at issuance. The remaining debt discount of $250,000 will be charged to interest expense ratably over the life of the notes. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above. 1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 65% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $1,977,934 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,764,068 as of December 31, 2018 . 2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $350,164 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $418,965 as of December 31, 2018 . In addition to the fair value assessment, $119,039 of the pre-adjusted derivative liability was assigned to the other investor described above. Please refer to Note 22 for further information. 3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $116,882 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $150,126 as of December 31, 2018 . 4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $250,405 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $900,757 as of December 31, 2018 . 5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 71% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net loss of $4,951 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $299,945 as of December 31, 2018 . The total cumulative net gain for the year ended December 31, 2018 was $2,690,434 to reflect a total derivative liability of $3,533,861 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional transactions under this security agreement. Please refer to Note 21 for more information. St. George Secured Convertible Notes On May 8, 2018 , the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000 . The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption. On November 5, 2018 , the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018 , the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000 . The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of December 31, 2018 , the Company had received an additional $400,000 in proceeds and had recorded $740,000 in principal related to the Company and Investor Notes. The Company recorded and original issue discounts of $80,000 and debt financing costs of $20,000 , which will be recognized as interest expense, ratably, over the life of the note. As of December 31, 2018 , the closing dates, closing amounts, and proceeds on completed Note tranches are as follows: Closing Date Closing Amount Proceeds 11/7/2018 $ 260,000 200,000 11/19/2018 $ 120,000 100,000 11/30/2018 $ 120,000 100,000 12/7/2018 $ 120,000 100,000 12/17/2018 $ 120,000 100,000 The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $1,315,000 and $45,121 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into two separate instruments for valuation purposes. 1) For the May 2018 note, the Company conducted an initial valuation. Management's analysis, using the following assumptions: annual volatility of 50% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $862,439 as of May 8, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $337,439 was charged to interest expense at issuance. The remaining debt discount of $525,000 will be charged to interest expense ratably over the life of the note. 2) For the Company and Investor Notes, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of November 26, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 62% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $802,114 as of November 26, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $182,114 was charged to interest expense at issuance. The remaining debt discount of $620,000 will be charged to interest expense ratably over the life of the note. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above. 1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 85% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $706,291 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,568,730 as of December 31, 2018 . 2) For the Company and Investor Notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 66% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $921,848 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,723,962 as of December 31, 2018 . The total cumulative net loss for the year ended December 31, 2018 was $1,628,139 to reflect a total derivative liability of $3,292,692 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 21 for more information. PROMISSORY NOTES The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 Offering of Unsecured, Non-Convertible Notes to Investor 1 During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017 , in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017 . Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured. On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand. As of December 31, 2018 , $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of December 31, 2018 were $494,437 and $86,459 , respectively. Offering of Unsecured, Non-Convertible Notes to Investor 2 On November 16, 2017 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 2") for $275,000 . The promissory note was issued with an original issue discount of $25,000 , resulting in proceeds to the company of $250,000 . The note does not have a stated interest rate and matured on December 18, 2017 . On July 25, 2018 , the Company, entered into a new securities exchange agreement with Investor 2. Pursuant to the terms of the Exchange Agreement, Investor 2 agreed to surrender and exchange the promissory note with a principal balance of $275,000 in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. Offering of Unsecured, Non-Convertible Notes to Investor 3 On January 31, 2018 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 3") for an aggregate principal amount of $200,000 . The promissory note was issued with an original issue discount of $22,500 , which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $177,500 , which was received in December 2017. The note bears interest at 12% per annum and matures on December 29, 2018 . All principal and interest is payable upon maturity. On September 7, 2018 , the Company, entered into a new securities exchange agreement with Investor 3. Pursuant to the terms of the Exchange Agreement, Investor 3 agreed to surrender and exchange promissory note with a principal balance of $200,000 , plus accrued interest of $16,800 , in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. On June 6, 2018 , the Company initiated a second non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $315,000 . The promissory note was issued with an original issue discount of $55,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000 , that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $315,000 and $27,090 , respectively. On July 24, 2018 , the Company initiated a third non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $115,000 . The promissory note was issued with an original issue discount of $27,500 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500 , which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $115,000 and $7,923 , respectively. On September 10, 2018 , the Company initiated a fourth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $120,000 . The promissory note was issued with an original issue discount of $20,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000 , which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $120,000 and $5,029 , respectively. On December 31, 2018 , the Company initiated a fifth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $300,000 . The promissory note was issued with an original issue discount of $75,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000 , which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $300,000 and $4,954 , respectively. As of December 31, 2018 , the aggregate outstanding principal and interest for Investor 3 was $850,000 and $44,996 , respectively. Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 21 for more information. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Oct 2016 Notes St. George Note BayBridge Notes Bellridge Notes Power Up Notes EMA Note Total Promissory Notes Principal Balance at December 31, 2017 $ 330,000 $ 1,705,833 $ 565,000 $ — $ — $ — $ 2,600,833 New notes — — — 150,000 225,000 75,000 450,000 Notes redocumented or assigned — — 270,000 550,000 — — 820,000 Notes converted to |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTES PAYABLE On February 24, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784 . The notes bear interest of 6% per annum and matured on February 24, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041 , this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018 . As of December 31, 2018 , the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $96,881 , respectively, and the note is due upon demand. On March 23, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $356,742 . The note bears interest of 5% per annum and matured on March 31, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. As of December 31, 2018 , the note had been redeemed in stock; on July 25, 2018 , the vendor, elected to redeem the note principal balance of $356,742 , along with $23,897 in accrued interest, for 2,138,421 shares of common stock. The conversion rate was based on the average of the prior five trading days' closing price. On June 30, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000 . The note bears interest of 5% per annum and matured on February 28, 2018 . As of December 31, 2018 , the Company had not made any payments on this note, the accrued interest was $18,801 , and the note is due upon demand. On September 30, 2017 , the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234 . The note bears interest of 5% per annum and matured on September 30, 2018 . The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017 ; as of December 31, 2018 , the company had paid principal of $22,529 and interest of $897 . The remaining principal and interest balances, as of December 31, 2018 , were $192,705 and $11,684 , respectively. SECURED PROMISSORY NOTE The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 Global Ichiban Secured Promissory Notes On November 30, 2017 , the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates. Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017 , Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ( $3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ( $252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes. All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company. The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. Of the notes issued on November 30, 2017 , $3,359,539 aggregate principal amount will mature on December 15, 2020 . Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018 . During the year ended December 31, 2018 , principal of $(1,426,000) was converted into 3,486,276 shares of common stock, and $140,518 of interest was converted to principal. The remaining note is payable in 30 equal monthly installments of $80,360 beginning July 15, 2018 . The Company has not made the payments as outlined in the agreement, this note is due upon demand. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 Of the notes issued on November 30, 2017 , $697,688 aggregate principal amount matured on November 30, 2018 . Principal and interest on these notes are due upon demand. The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of December 31, 2018 , the closing dates, closing amounts, and maturity dates on completed note tranches are as follows: Closing Date Closing Amount Maturity Date 11/30/2017 $ 250,000 11/30/2018 12/28/2017 $ 250,000 12/28/2018 1/11/2018 $ 250,000 1/11/2019 1/25/2018 $ 250,000 1/25/2019 2/8/2018 $ 250,000 2/8/2019 2/21/2018 $ 250,000 2/21/2019 3/7/2018 $ 250,000 3/7/2019 3/21/2018 $ 250,000 3/21/2019 On July 6, 2018 , the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000 . This note matures on July 6, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock. On October 2, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 2, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 18, 2018 , Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 12 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 22, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 22, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $4,956,745 and $455,356 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes. 1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $3,742,002 as of December 31, 2017 . 2) The second valuation was done on the group of notes dated November 30, 2017 , that had a term of one year. The derivative value of this group of notes was $888,168 as of December 31, 2017 . 3) The third valuation was done on the note dated December 28, 2017 , which had a term of one year. The derivative value of this note was $267,008 on December 31, 2017 . 4) For the notes dated in the first quarter of 2018, we did a fourth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of February 15, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 54% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $1,151,162 as of February 15, 2018 . The value of the embedded derivative associated with these Notes was recorded as a debt discount and will be charged to interest expense, ratably, over the life of the notes. 5) For the notes dated in the fourth quarter of 2018, we did a fifth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of October 12, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 60% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $294,994 as of October 12, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $44,994 was charged to interest expense at issuance. The remaining debt discount of $250,000 will be charged to interest expense ratably over the life of the notes. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above. 1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 65% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $1,977,934 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,764,068 as of December 31, 2018 . 2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $350,164 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $418,965 as of December 31, 2018 . In addition to the fair value assessment, $119,039 of the pre-adjusted derivative liability was assigned to the other investor described above. Please refer to Note 22 for further information. 3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $116,882 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $150,126 as of December 31, 2018 . 4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $250,405 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $900,757 as of December 31, 2018 . 5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 71% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net loss of $4,951 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $299,945 as of December 31, 2018 . The total cumulative net gain for the year ended December 31, 2018 was $2,690,434 to reflect a total derivative liability of $3,533,861 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional transactions under this security agreement. Please refer to Note 21 for more information. St. George Secured Convertible Notes On May 8, 2018 , the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000 . The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption. On November 5, 2018 , the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018 , the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000 . The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of December 31, 2018 , the Company had received an additional $400,000 in proceeds and had recorded $740,000 in principal related to the Company and Investor Notes. The Company recorded and original issue discounts of $80,000 and debt financing costs of $20,000 , which will be recognized as interest expense, ratably, over the life of the note. As of December 31, 2018 , the closing dates, closing amounts, and proceeds on completed Note tranches are as follows: Closing Date Closing Amount Proceeds 11/7/2018 $ 260,000 200,000 11/19/2018 $ 120,000 100,000 11/30/2018 $ 120,000 100,000 12/7/2018 $ 120,000 100,000 12/17/2018 $ 120,000 100,000 The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $1,315,000 and $45,121 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into two separate instruments for valuation purposes. 1) For the May 2018 note, the Company conducted an initial valuation. Management's analysis, using the following assumptions: annual volatility of 50% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $862,439 as of May 8, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $337,439 was charged to interest expense at issuance. The remaining debt discount of $525,000 will be charged to interest expense ratably over the life of the note. 2) For the Company and Investor Notes, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of November 26, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 62% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $802,114 as of November 26, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $182,114 was charged to interest expense at issuance. The remaining debt discount of $620,000 will be charged to interest expense ratably over the life of the note. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above. 1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 85% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $706,291 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,568,730 as of December 31, 2018 . 2) For the Company and Investor Notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 66% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $921,848 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,723,962 as of December 31, 2018 . The total cumulative net loss for the year ended December 31, 2018 was $1,628,139 to reflect a total derivative liability of $3,292,692 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 21 for more information. PROMISSORY NOTES The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 Offering of Unsecured, Non-Convertible Notes to Investor 1 During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017 , in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017 . Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured. On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand. As of December 31, 2018 , $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of December 31, 2018 were $494,437 and $86,459 , respectively. Offering of Unsecured, Non-Convertible Notes to Investor 2 On November 16, 2017 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 2") for $275,000 . The promissory note was issued with an original issue discount of $25,000 , resulting in proceeds to the company of $250,000 . The note does not have a stated interest rate and matured on December 18, 2017 . On July 25, 2018 , the Company, entered into a new securities exchange agreement with Investor 2. Pursuant to the terms of the Exchange Agreement, Investor 2 agreed to surrender and exchange the promissory note with a principal balance of $275,000 in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. Offering of Unsecured, Non-Convertible Notes to Investor 3 On January 31, 2018 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 3") for an aggregate principal amount of $200,000 . The promissory note was issued with an original issue discount of $22,500 , which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $177,500 , which was received in December 2017. The note bears interest at 12% per annum and matures on December 29, 2018 . All principal and interest is payable upon maturity. On September 7, 2018 , the Company, entered into a new securities exchange agreement with Investor 3. Pursuant to the terms of the Exchange Agreement, Investor 3 agreed to surrender and exchange promissory note with a principal balance of $200,000 , plus accrued interest of $16,800 , in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. On June 6, 2018 , the Company initiated a second non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $315,000 . The promissory note was issued with an original issue discount of $55,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000 , that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $315,000 and $27,090 , respectively. On July 24, 2018 , the Company initiated a third non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $115,000 . The promissory note was issued with an original issue discount of $27,500 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500 , which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $115,000 and $7,923 , respectively. On September 10, 2018 , the Company initiated a fourth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $120,000 . The promissory note was issued with an original issue discount of $20,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000 , which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $120,000 and $5,029 , respectively. On December 31, 2018 , the Company initiated a fifth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $300,000 . The promissory note was issued with an original issue discount of $75,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000 , which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $300,000 and $4,954 , respectively. As of December 31, 2018 , the aggregate outstanding principal and interest for Investor 3 was $850,000 and $44,996 , respectively. Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 21 for more information. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Oct 2016 Notes St. George Note BayBridge Notes Bellridge Notes Power Up Notes EMA Note Total Promissory Notes Principal Balance at December 31, 2017 $ 330,000 $ 1,705,833 $ 565,000 $ — $ — $ — $ 2,600,833 New notes — — — 150,000 225,000 75,000 450,000 Notes redocumented or assigned — — 270,000 550,000 — — 820,000 Notes converted to |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTES PAYABLE On February 24, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784 . The notes bear interest of 6% per annum and matured on February 24, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041 , this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018 . As of December 31, 2018 , the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $96,881 , respectively, and the note is due upon demand. On March 23, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $356,742 . The note bears interest of 5% per annum and matured on March 31, 2018 ; all outstanding principal and accrued interest is due and payable upon maturity. As of December 31, 2018 , the note had been redeemed in stock; on July 25, 2018 , the vendor, elected to redeem the note principal balance of $356,742 , along with $23,897 in accrued interest, for 2,138,421 shares of common stock. The conversion rate was based on the average of the prior five trading days' closing price. On June 30, 2017 , the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000 . The note bears interest of 5% per annum and matured on February 28, 2018 . As of December 31, 2018 , the Company had not made any payments on this note, the accrued interest was $18,801 , and the note is due upon demand. On September 30, 2017 , the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234 . The note bears interest of 5% per annum and matured on September 30, 2018 . The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017 ; as of December 31, 2018 , the company had paid principal of $22,529 and interest of $897 . The remaining principal and interest balances, as of December 31, 2018 , were $192,705 and $11,684 , respectively. SECURED PROMISSORY NOTE The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 Global Ichiban Secured Promissory Notes On November 30, 2017 , the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates. Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017 , Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ( $3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ( $252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes. All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company. The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. Of the notes issued on November 30, 2017 , $3,359,539 aggregate principal amount will mature on December 15, 2020 . Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018 . During the year ended December 31, 2018 , principal of $(1,426,000) was converted into 3,486,276 shares of common stock, and $140,518 of interest was converted to principal. The remaining note is payable in 30 equal monthly installments of $80,360 beginning July 15, 2018 . The Company has not made the payments as outlined in the agreement, this note is due upon demand. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 Of the notes issued on November 30, 2017 , $697,688 aggregate principal amount matured on November 30, 2018 . Principal and interest on these notes are due upon demand. The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of December 31, 2018 , the closing dates, closing amounts, and maturity dates on completed note tranches are as follows: Closing Date Closing Amount Maturity Date 11/30/2017 $ 250,000 11/30/2018 12/28/2017 $ 250,000 12/28/2018 1/11/2018 $ 250,000 1/11/2019 1/25/2018 $ 250,000 1/25/2019 2/8/2018 $ 250,000 2/8/2019 2/21/2018 $ 250,000 2/21/2019 3/7/2018 $ 250,000 3/7/2019 3/21/2018 $ 250,000 3/21/2019 On July 6, 2018 , the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000 . This note matures on July 6, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock. On October 2, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 2, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 18, 2018 , Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 12 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above. On October 22, 2018 , the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017 . In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000 . This note matures on October 22, 2019 . Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $4,956,745 and $455,356 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes. 1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $3,742,002 as of December 31, 2017 . 2) The second valuation was done on the group of notes dated November 30, 2017 , that had a term of one year. The derivative value of this group of notes was $888,168 as of December 31, 2017 . 3) The third valuation was done on the note dated December 28, 2017 , which had a term of one year. The derivative value of this note was $267,008 on December 31, 2017 . 4) For the notes dated in the first quarter of 2018, we did a fourth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of February 15, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 54% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $1,151,162 as of February 15, 2018 . The value of the embedded derivative associated with these Notes was recorded as a debt discount and will be charged to interest expense, ratably, over the life of the notes. 5) For the notes dated in the fourth quarter of 2018, we did a fifth valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of October 12, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 60% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $294,994 as of October 12, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $44,994 was charged to interest expense at issuance. The remaining debt discount of $250,000 will be charged to interest expense ratably over the life of the notes. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above. 1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 65% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $1,977,934 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,764,068 as of December 31, 2018 . 2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $350,164 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $418,965 as of December 31, 2018 . In addition to the fair value assessment, $119,039 of the pre-adjusted derivative liability was assigned to the other investor described above. Please refer to Note 22 for further information. 3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $116,882 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $150,126 as of December 31, 2018 . 4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 56% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net gain of $250,405 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $900,757 as of December 31, 2018 . 5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 71% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a net loss of $4,951 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $299,945 as of December 31, 2018 . The total cumulative net gain for the year ended December 31, 2018 was $2,690,434 to reflect a total derivative liability of $3,533,861 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional transactions under this security agreement. Please refer to Note 21 for more information. St. George Secured Convertible Notes On May 8, 2018 , the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000 . The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption. On November 5, 2018 , the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018 , the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000 . The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of December 31, 2018 , the Company had received an additional $400,000 in proceeds and had recorded $740,000 in principal related to the Company and Investor Notes. The Company recorded and original issue discounts of $80,000 and debt financing costs of $20,000 , which will be recognized as interest expense, ratably, over the life of the note. As of December 31, 2018 , the closing dates, closing amounts, and proceeds on completed Note tranches are as follows: Closing Date Closing Amount Proceeds 11/7/2018 $ 260,000 200,000 11/19/2018 $ 120,000 100,000 11/30/2018 $ 120,000 100,000 12/7/2018 $ 120,000 100,000 12/17/2018 $ 120,000 100,000 The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019 . All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement. Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. As of December 31, 2018 , the aggregate principal and interest balance of the Notes were $1,315,000 and $45,121 , respectively. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging , the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below. The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 Due to the varying terms and varying issue dates, the tranches of this instrument were broken into two separate instruments for valuation purposes. 1) For the May 2018 note, the Company conducted an initial valuation. Management's analysis, using the following assumptions: annual volatility of 50% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $862,439 as of May 8, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $337,439 was charged to interest expense at issuance. The remaining debt discount of $525,000 will be charged to interest expense ratably over the life of the note. 2) For the Company and Investor Notes, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of November 26, 2018 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 62% present value discount rate of 12% and a dividend yield of 0% , resulted in a fair value of the embedded derivative associated with these Notes of $802,114 as of November 26, 2018 . The fair value of the derivative was greater than the face value at issuance and the difference of $182,114 was charged to interest expense at issuance. The remaining debt discount of $620,000 will be charged to interest expense ratably over the life of the note. The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At December 31, 2018 , the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above. 1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 85% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $706,291 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,568,730 as of December 31, 2018 . 2) For the Company and Investor Notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 66% present value discount rate of 12% and a dividend yield of 0% as of December 31, 2018 . As a result of the fair value assessment, the Company recorded a loss of $921,848 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,723,962 as of December 31, 2018 . The total cumulative net loss for the year ended December 31, 2018 was $1,628,139 to reflect a total derivative liability of $3,292,692 as of December 31, 2018 . Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 21 for more information. PROMISSORY NOTES The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 Offering of Unsecured, Non-Convertible Notes to Investor 1 During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017 , in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017 . Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured. On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand. As of December 31, 2018 , $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of December 31, 2018 were $494,437 and $86,459 , respectively. Offering of Unsecured, Non-Convertible Notes to Investor 2 On November 16, 2017 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 2") for $275,000 . The promissory note was issued with an original issue discount of $25,000 , resulting in proceeds to the company of $250,000 . The note does not have a stated interest rate and matured on December 18, 2017 . On July 25, 2018 , the Company, entered into a new securities exchange agreement with Investor 2. Pursuant to the terms of the Exchange Agreement, Investor 2 agreed to surrender and exchange the promissory note with a principal balance of $275,000 in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. Offering of Unsecured, Non-Convertible Notes to Investor 3 On January 31, 2018 , the Company initiated a non-convertible, unsecured promissory note with another private investor ("Investor 3") for an aggregate principal amount of $200,000 . The promissory note was issued with an original issue discount of $22,500 , which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $177,500 , which was received in December 2017. The note bears interest at 12% per annum and matures on December 29, 2018 . All principal and interest is payable upon maturity. On September 7, 2018 , the Company, entered into a new securities exchange agreement with Investor 3. Pursuant to the terms of the Exchange Agreement, Investor 3 agreed to surrender and exchange promissory note with a principal balance of $200,000 , plus accrued interest of $16,800 , in exchange for a convertible note. See Note 12 for further discussion on the new convertible note. On June 6, 2018 , the Company initiated a second non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $315,000 . The promissory note was issued with an original issue discount of $55,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000 , that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $315,000 and $27,090 , respectively. On July 24, 2018 , the Company initiated a third non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $115,000 . The promissory note was issued with an original issue discount of $27,500 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500 , which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $115,000 and $7,923 , respectively. On September 10, 2018 , the Company initiated a fourth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $120,000 . The promissory note was issued with an original issue discount of $20,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000 , which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $120,000 and $5,029 , respectively. On December 31, 2018 , the Company initiated a fifth non-convertible, unsecured promissory note with Investor 3 for an aggregate principal amount of $300,000 . The promissory note was issued with an original issue discount of $75,000 , which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000 , which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019 . All principal and interest is payable upon maturity. As of December 31, 2018 , the remaining principal and interest on on this note were $300,000 and $4,954 , respectively. As of December 31, 2018 , the aggregate outstanding principal and interest for Investor 3 was $850,000 and $44,996 , respectively. Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 21 for more information. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Oct 2016 Notes St. George Note BayBridge Notes Bellridge Notes Power Up Notes EMA Note Total Promissory Notes Principal Balance at December 31, 2017 $ 330,000 $ 1,705,833 $ 565,000 $ — $ — $ — $ 2,600,833 New notes — — — 150,000 225,000 75,000 450,000 Notes redocumented or assigned — — 270,000 550,000 — — 820,000 Notes converted to |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | SERIES A PREFERRED STOCK In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000 . This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000 . The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000 . Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232 , as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At December 31, 2018 , the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 12) for outstanding shares of Series A Preferred Stock from the Series A Holder. As of March 31, 2017, the investor had elected to exchange all outstanding October 2016 Convertible Notes, in accordance with the exchange agreement, resulting in the exchange of 104,785 shares of Series A Preferred Stock. As of March 31, 2017, the investor had also converted their 104,785 shares of Series A Preferred Stock, and the related make whole dividend, which resulted in the issuance of 173,947 shares of common stock. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends. During the year ended December 31, 2018 , there was no activity for the Series A Preferred Stock. As of December 31, 2018 , there were 60,756 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $341,415 . Subsequent to the date of this report, the Company conducted additional transactions with Series A Preferred Stock. Please refer to Note 21 for more information. SERIES K PREFERRED STOCK On February 8, 2017, the Company, entered into a securities purchase agreement (“Series K SPA”) with a private investor, for the private placement of up to 20,000,000 of the Company’s newly designated Series K Convertible Preferred Stock (“Series K Preferred Stock”). Per the terms of the Series K SPA, the Company was scheduled to sell 1,000 shares of Series K Preferred Stock to the investor in exchange for $1,000,000 of gross proceeds on or before each of (i) February 24, 2017, (ii) March 27, 2017, (iii) April 27, 2017, (iv) May 27, 2017 and (v) June 27, 2017. The Company was also scheduled to sell 15,000 shares of Series K Preferred Stock to the investor in exchange for $15,000,000 of gross proceeds on or before July 27, 2017. As of December 31, 2018 , the Company had sold 9,010 shares of Series K Preferred Stock in exchange for $9,010,000 in cash proceeds from the private investor. The Company does not expect to receive any more funding from this investor. The following summarizes the closings and proceeds received as of December 31, 2018: Closing Period Preferred Series K Shares Purchased Closing Amount Q1 2017 150 $ 150,000 Q2 2017 4,100 $ 4,100,000 Q3 2017 4,760 $ 4,760,000 9,010 $ 9,010,000 The Series K Preferred Stock ranks senior to the Company’s common stock in respect to dividends and rights upon liquidation. The Series K Preferred Stock will not have voting rights and the holders of the Series K Preferred Stock will not be entitled to any fixed rate of dividends. The shares of the Series K Preferred Stock will be convertible at the option of the holder into common stock at a fixed conversion price equal to $4.00 . At no time may the Series K Preferred Stock be converted if the number of shares of common stock to be received by Investor pursuant to such conversion, when aggregated with all other shares of common stock then beneficially (or deemed beneficially) owned by Investor, would result in Investor beneficially owning more than 19.99% of all common stock then outstanding. As of December 31, 2018 , the investor had converted all of the Series K Preferred Stock into shares of common stock. The following table summarizes the conversion activity of Series K Preferred Stock: Conversion Period Preferred Series K Shares Converted Value of Series K Preferred Shares Common Shares Issued Q2 2017 3,200 $ 3,200,000 800,000 Q3 2017 3,000 $ 3,000,000 750,000 Q2 2018 2,810 $ 2,810,000 702,500 9,010 $ 9,010,000 2,252,500 As of December 31, 2018 , the investor owned approximately 4% of the Company's outstanding common stock. Upon issuance, in accordance with ASC 480-10, the Series K Preferred Stock was classified as a liability on the 2017 Consolidated Balance Sheet. Pursuant to a number of factors outlined in ASC Topic 815, the conversion option in the Series K Preferred Stock was deemed to not require bifurcation or separate accounting treatment. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Reverse Stock Split On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued. Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion . The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately. Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018. At December 31, 2018 , the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2018 , the Company had 63,537,885 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2018 . Preferred Stock At December 31, 2018 , the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 60,756 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 13 for Series A Preferred Stock activity. Series B-1, B-2, C, D, D-1, H, and I Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, H, or I during the years ended December 31, 2017 and December 31, 2018 . Series E Preferred Stock During the year ended December 31, 2017 , the Company converted 120 shares of Series E Preferred Stock, a capital value of $120,000 , and dividends of $11,948 , for 272,532 shares of common stock. There was no Series E Preferred Stock activity during the year ended December 31, 2018 . Series F Preferred Stock During the year ended December 31, 2017 , the Company converted 160 shares of Series F Preferred Stock, a capital value of $160,000 , and dividends of $467 , for 190,735 shares of common stock. There was no Series F Preferred Stock activity during the year ended December 31, 2018 . Series G Preferred Stock During the year ended December 31, 2017 , the Company converted 898 shares of Series G Preferred Stock, a capital value of $898,000 , and dividends of $75,066 , for 1,665,496 shares of common stock. There was no Series G Preferred Stock activity during the year ended December 31, 2018 . Series J Preferred Stock During the year ended December 31, 2017 , the Company converted 275 shares of Series J Preferred Stock, a capital value of $275,000 , and dividends of $15,063 , for 386,551 shares of common stock. Also, during the year ended December 31, 2017 , the Company redocumented 1,075 shares of Series J Preferred Stock, a capital value of $1,075,000 , and dividends of $125,639 as convertible notes. Please refer to Notes 10 and 12 for further information. There was no Series J Preferred Stock activity during the year ended December 31, 2018 . Series J-1 Preferred Stock During the year ended December 31, 2017 , the Company converted 700 shares of Series J-1 Preferred Stock, a capital value of $700,000 , and dividends of $55,305 , for 500,000 shares of common stock. There was no Series J-1 Preferred Stock activity during the year ended December 31, 2018 . Series K Preferred Stock Refer to Note 14 for Series K Preferred Stock activity. Warrants On July 24, 2017 , the Company issued a warrant for 250,000 shares of common stock, in connection with a settlement agreement with a consultant. The warrant is exerciseable at a fixed exercise price of $4 , on the issuance date through the first anniversary of the issuance date. The warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.70 , stock volatility of 234% , and a risk free rate of 1.23% . Using these parameters, the Company calculated a fair value of $88,937 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On August 10, 2017 , the Company issued a warrant for 250,000 shares of common stock in connection with a preferred stock redemption agreement. The warrant is exerciseable, at a fixed exercise price of $3 , on the issuance date through the first anniversary of the issuance date. The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $1.50 , stock volatility of 230% , and a risk free rate of 1.22% . Using these parameters, the Company calculated a fair value of $246,803 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On December 15, 2017 , the Company issued a warrant for 200,000 shares of common stock in connection with a consulting agreement. The warrant is exerciseable, at a fixed exercise price of $1.8 , on the issuance date through the June 30, 2018 . The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.80 , stock volatility of 99% , and a risk free rate of 1.48% . Using these parameters, the Company calculated a fair value of $10,035 and recorded a corresponding expense on the Company's consolidated statement of operations. As of December 31, 2018 , these warrants have expired. The following table summarizes warrant activity: Warrant Warrant Outstanding at December 31, 2016 — $ — Granted 700,000 $ 3.01 Exercised — $ — Canceled/Expired — $ — Outstanding at December 31, 2017 700,000 $ 3.01 Granted — $ — Exercised $ — $ — Canceled/Expired (700,000 ) $ 3.01 Outstanding at December 31, 2018 — $ — Exercisable at December 31, 2018 — $ — |
SERIES K PREFERRED STOCK
SERIES K PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | SERIES A PREFERRED STOCK In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000 . This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000 . The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000 . Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232 , as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At December 31, 2018 , the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 12) for outstanding shares of Series A Preferred Stock from the Series A Holder. As of March 31, 2017, the investor had elected to exchange all outstanding October 2016 Convertible Notes, in accordance with the exchange agreement, resulting in the exchange of 104,785 shares of Series A Preferred Stock. As of March 31, 2017, the investor had also converted their 104,785 shares of Series A Preferred Stock, and the related make whole dividend, which resulted in the issuance of 173,947 shares of common stock. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends. During the year ended December 31, 2018 , there was no activity for the Series A Preferred Stock. As of December 31, 2018 , there were 60,756 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $341,415 . Subsequent to the date of this report, the Company conducted additional transactions with Series A Preferred Stock. Please refer to Note 21 for more information. SERIES K PREFERRED STOCK On February 8, 2017, the Company, entered into a securities purchase agreement (“Series K SPA”) with a private investor, for the private placement of up to 20,000,000 of the Company’s newly designated Series K Convertible Preferred Stock (“Series K Preferred Stock”). Per the terms of the Series K SPA, the Company was scheduled to sell 1,000 shares of Series K Preferred Stock to the investor in exchange for $1,000,000 of gross proceeds on or before each of (i) February 24, 2017, (ii) March 27, 2017, (iii) April 27, 2017, (iv) May 27, 2017 and (v) June 27, 2017. The Company was also scheduled to sell 15,000 shares of Series K Preferred Stock to the investor in exchange for $15,000,000 of gross proceeds on or before July 27, 2017. As of December 31, 2018 , the Company had sold 9,010 shares of Series K Preferred Stock in exchange for $9,010,000 in cash proceeds from the private investor. The Company does not expect to receive any more funding from this investor. The following summarizes the closings and proceeds received as of December 31, 2018: Closing Period Preferred Series K Shares Purchased Closing Amount Q1 2017 150 $ 150,000 Q2 2017 4,100 $ 4,100,000 Q3 2017 4,760 $ 4,760,000 9,010 $ 9,010,000 The Series K Preferred Stock ranks senior to the Company’s common stock in respect to dividends and rights upon liquidation. The Series K Preferred Stock will not have voting rights and the holders of the Series K Preferred Stock will not be entitled to any fixed rate of dividends. The shares of the Series K Preferred Stock will be convertible at the option of the holder into common stock at a fixed conversion price equal to $4.00 . At no time may the Series K Preferred Stock be converted if the number of shares of common stock to be received by Investor pursuant to such conversion, when aggregated with all other shares of common stock then beneficially (or deemed beneficially) owned by Investor, would result in Investor beneficially owning more than 19.99% of all common stock then outstanding. As of December 31, 2018 , the investor had converted all of the Series K Preferred Stock into shares of common stock. The following table summarizes the conversion activity of Series K Preferred Stock: Conversion Period Preferred Series K Shares Converted Value of Series K Preferred Shares Common Shares Issued Q2 2017 3,200 $ 3,200,000 800,000 Q3 2017 3,000 $ 3,000,000 750,000 Q2 2018 2,810 $ 2,810,000 702,500 9,010 $ 9,010,000 2,252,500 As of December 31, 2018 , the investor owned approximately 4% of the Company's outstanding common stock. Upon issuance, in accordance with ASC 480-10, the Series K Preferred Stock was classified as a liability on the 2017 Consolidated Balance Sheet. Pursuant to a number of factors outlined in ASC Topic 815, the conversion option in the Series K Preferred Stock was deemed to not require bifurcation or separate accounting treatment. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Reverse Stock Split On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued. Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion . The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately. Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018. At December 31, 2018 , the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2018 , the Company had 63,537,885 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2018 . Preferred Stock At December 31, 2018 , the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 60,756 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 13 for Series A Preferred Stock activity. Series B-1, B-2, C, D, D-1, H, and I Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, H, or I during the years ended December 31, 2017 and December 31, 2018 . Series E Preferred Stock During the year ended December 31, 2017 , the Company converted 120 shares of Series E Preferred Stock, a capital value of $120,000 , and dividends of $11,948 , for 272,532 shares of common stock. There was no Series E Preferred Stock activity during the year ended December 31, 2018 . Series F Preferred Stock During the year ended December 31, 2017 , the Company converted 160 shares of Series F Preferred Stock, a capital value of $160,000 , and dividends of $467 , for 190,735 shares of common stock. There was no Series F Preferred Stock activity during the year ended December 31, 2018 . Series G Preferred Stock During the year ended December 31, 2017 , the Company converted 898 shares of Series G Preferred Stock, a capital value of $898,000 , and dividends of $75,066 , for 1,665,496 shares of common stock. There was no Series G Preferred Stock activity during the year ended December 31, 2018 . Series J Preferred Stock During the year ended December 31, 2017 , the Company converted 275 shares of Series J Preferred Stock, a capital value of $275,000 , and dividends of $15,063 , for 386,551 shares of common stock. Also, during the year ended December 31, 2017 , the Company redocumented 1,075 shares of Series J Preferred Stock, a capital value of $1,075,000 , and dividends of $125,639 as convertible notes. Please refer to Notes 10 and 12 for further information. There was no Series J Preferred Stock activity during the year ended December 31, 2018 . Series J-1 Preferred Stock During the year ended December 31, 2017 , the Company converted 700 shares of Series J-1 Preferred Stock, a capital value of $700,000 , and dividends of $55,305 , for 500,000 shares of common stock. There was no Series J-1 Preferred Stock activity during the year ended December 31, 2018 . Series K Preferred Stock Refer to Note 14 for Series K Preferred Stock activity. Warrants On July 24, 2017 , the Company issued a warrant for 250,000 shares of common stock, in connection with a settlement agreement with a consultant. The warrant is exerciseable at a fixed exercise price of $4 , on the issuance date through the first anniversary of the issuance date. The warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.70 , stock volatility of 234% , and a risk free rate of 1.23% . Using these parameters, the Company calculated a fair value of $88,937 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On August 10, 2017 , the Company issued a warrant for 250,000 shares of common stock in connection with a preferred stock redemption agreement. The warrant is exerciseable, at a fixed exercise price of $3 , on the issuance date through the first anniversary of the issuance date. The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $1.50 , stock volatility of 230% , and a risk free rate of 1.22% . Using these parameters, the Company calculated a fair value of $246,803 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On December 15, 2017 , the Company issued a warrant for 200,000 shares of common stock in connection with a consulting agreement. The warrant is exerciseable, at a fixed exercise price of $1.8 , on the issuance date through the June 30, 2018 . The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.80 , stock volatility of 99% , and a risk free rate of 1.48% . Using these parameters, the Company calculated a fair value of $10,035 and recorded a corresponding expense on the Company's consolidated statement of operations. As of December 31, 2018 , these warrants have expired. The following table summarizes warrant activity: Warrant Warrant Outstanding at December 31, 2016 — $ — Granted 700,000 $ 3.01 Exercised — $ — Canceled/Expired — $ — Outstanding at December 31, 2017 700,000 $ 3.01 Granted — $ — Exercised $ — $ — Canceled/Expired (700,000 ) $ 3.01 Outstanding at December 31, 2018 — $ — Exercisable at December 31, 2018 — $ — |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | SERIES A PREFERRED STOCK In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000 . This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000 . The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000 . Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232 , as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At December 31, 2018 , the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 12) for outstanding shares of Series A Preferred Stock from the Series A Holder. As of March 31, 2017, the investor had elected to exchange all outstanding October 2016 Convertible Notes, in accordance with the exchange agreement, resulting in the exchange of 104,785 shares of Series A Preferred Stock. As of March 31, 2017, the investor had also converted their 104,785 shares of Series A Preferred Stock, and the related make whole dividend, which resulted in the issuance of 173,947 shares of common stock. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends. During the year ended December 31, 2018 , there was no activity for the Series A Preferred Stock. As of December 31, 2018 , there were 60,756 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $341,415 . Subsequent to the date of this report, the Company conducted additional transactions with Series A Preferred Stock. Please refer to Note 21 for more information. SERIES K PREFERRED STOCK On February 8, 2017, the Company, entered into a securities purchase agreement (“Series K SPA”) with a private investor, for the private placement of up to 20,000,000 of the Company’s newly designated Series K Convertible Preferred Stock (“Series K Preferred Stock”). Per the terms of the Series K SPA, the Company was scheduled to sell 1,000 shares of Series K Preferred Stock to the investor in exchange for $1,000,000 of gross proceeds on or before each of (i) February 24, 2017, (ii) March 27, 2017, (iii) April 27, 2017, (iv) May 27, 2017 and (v) June 27, 2017. The Company was also scheduled to sell 15,000 shares of Series K Preferred Stock to the investor in exchange for $15,000,000 of gross proceeds on or before July 27, 2017. As of December 31, 2018 , the Company had sold 9,010 shares of Series K Preferred Stock in exchange for $9,010,000 in cash proceeds from the private investor. The Company does not expect to receive any more funding from this investor. The following summarizes the closings and proceeds received as of December 31, 2018: Closing Period Preferred Series K Shares Purchased Closing Amount Q1 2017 150 $ 150,000 Q2 2017 4,100 $ 4,100,000 Q3 2017 4,760 $ 4,760,000 9,010 $ 9,010,000 The Series K Preferred Stock ranks senior to the Company’s common stock in respect to dividends and rights upon liquidation. The Series K Preferred Stock will not have voting rights and the holders of the Series K Preferred Stock will not be entitled to any fixed rate of dividends. The shares of the Series K Preferred Stock will be convertible at the option of the holder into common stock at a fixed conversion price equal to $4.00 . At no time may the Series K Preferred Stock be converted if the number of shares of common stock to be received by Investor pursuant to such conversion, when aggregated with all other shares of common stock then beneficially (or deemed beneficially) owned by Investor, would result in Investor beneficially owning more than 19.99% of all common stock then outstanding. As of December 31, 2018 , the investor had converted all of the Series K Preferred Stock into shares of common stock. The following table summarizes the conversion activity of Series K Preferred Stock: Conversion Period Preferred Series K Shares Converted Value of Series K Preferred Shares Common Shares Issued Q2 2017 3,200 $ 3,200,000 800,000 Q3 2017 3,000 $ 3,000,000 750,000 Q2 2018 2,810 $ 2,810,000 702,500 9,010 $ 9,010,000 2,252,500 As of December 31, 2018 , the investor owned approximately 4% of the Company's outstanding common stock. Upon issuance, in accordance with ASC 480-10, the Series K Preferred Stock was classified as a liability on the 2017 Consolidated Balance Sheet. Pursuant to a number of factors outlined in ASC Topic 815, the conversion option in the Series K Preferred Stock was deemed to not require bifurcation or separate accounting treatment. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Reverse Stock Split On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued. Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion . The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately. Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018. At December 31, 2018 , the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2018 , the Company had 63,537,885 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2018 . Preferred Stock At December 31, 2018 , the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 60,756 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 13 for Series A Preferred Stock activity. Series B-1, B-2, C, D, D-1, H, and I Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, H, or I during the years ended December 31, 2017 and December 31, 2018 . Series E Preferred Stock During the year ended December 31, 2017 , the Company converted 120 shares of Series E Preferred Stock, a capital value of $120,000 , and dividends of $11,948 , for 272,532 shares of common stock. There was no Series E Preferred Stock activity during the year ended December 31, 2018 . Series F Preferred Stock During the year ended December 31, 2017 , the Company converted 160 shares of Series F Preferred Stock, a capital value of $160,000 , and dividends of $467 , for 190,735 shares of common stock. There was no Series F Preferred Stock activity during the year ended December 31, 2018 . Series G Preferred Stock During the year ended December 31, 2017 , the Company converted 898 shares of Series G Preferred Stock, a capital value of $898,000 , and dividends of $75,066 , for 1,665,496 shares of common stock. There was no Series G Preferred Stock activity during the year ended December 31, 2018 . Series J Preferred Stock During the year ended December 31, 2017 , the Company converted 275 shares of Series J Preferred Stock, a capital value of $275,000 , and dividends of $15,063 , for 386,551 shares of common stock. Also, during the year ended December 31, 2017 , the Company redocumented 1,075 shares of Series J Preferred Stock, a capital value of $1,075,000 , and dividends of $125,639 as convertible notes. Please refer to Notes 10 and 12 for further information. There was no Series J Preferred Stock activity during the year ended December 31, 2018 . Series J-1 Preferred Stock During the year ended December 31, 2017 , the Company converted 700 shares of Series J-1 Preferred Stock, a capital value of $700,000 , and dividends of $55,305 , for 500,000 shares of common stock. There was no Series J-1 Preferred Stock activity during the year ended December 31, 2018 . Series K Preferred Stock Refer to Note 14 for Series K Preferred Stock activity. Warrants On July 24, 2017 , the Company issued a warrant for 250,000 shares of common stock, in connection with a settlement agreement with a consultant. The warrant is exerciseable at a fixed exercise price of $4 , on the issuance date through the first anniversary of the issuance date. The warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.70 , stock volatility of 234% , and a risk free rate of 1.23% . Using these parameters, the Company calculated a fair value of $88,937 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On August 10, 2017 , the Company issued a warrant for 250,000 shares of common stock in connection with a preferred stock redemption agreement. The warrant is exerciseable, at a fixed exercise price of $3 , on the issuance date through the first anniversary of the issuance date. The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $1.50 , stock volatility of 230% , and a risk free rate of 1.22% . Using these parameters, the Company calculated a fair value of $246,803 and recorded a corresponding expense on the Company's consolidated and statement of operations. As of December 31, 2018 , these warrants have expired. On December 15, 2017 , the Company issued a warrant for 200,000 shares of common stock in connection with a consulting agreement. The warrant is exerciseable, at a fixed exercise price of $1.8 , on the issuance date through the June 30, 2018 . The Warrant may not be exercised if, after giving effect to the exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. The Company conducted a fair value assessment of the warrant upon issuance using a Black Scholes model with the following inputs: stock price on the date of issuance of $0.80 , stock volatility of 99% , and a risk free rate of 1.48% . Using these parameters, the Company calculated a fair value of $10,035 and recorded a corresponding expense on the Company's consolidated statement of operations. As of December 31, 2018 , these warrants have expired. The following table summarizes warrant activity: Warrant Warrant Outstanding at December 31, 2016 — $ — Granted 700,000 $ 3.01 Exercised — $ — Canceled/Expired — $ — Outstanding at December 31, 2017 700,000 $ 3.01 Granted — $ — Exercised $ — $ — Canceled/Expired (700,000 ) $ 3.01 Outstanding at December 31, 2018 — $ — Exercisable at December 31, 2018 — $ — |
EQUITY PLANS AND SHARE-BASED CO
EQUITY PLANS AND SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY PLANS AND SHARE-BASED COMPENSATION | EQUITY PLANS AND SHARE-BASED COMPENSATION Stock Option Plan: The Company’s 2005 Stock Option Plan, as amended (the “Stock Option Plan”) provides for the grant of incentive or non-statutory stock options to the Company’s employees, directors and consultants. The stock Option Plan initially reserved 170,000 shares of the Company's common stock for option awards to eligible employees. Upon recommendation of the Board of Directors, the stockholders approved an increase in the total shares of common stock reserved for issuance under the Stock Option Plan to 270,000 during 2015. There were no changes to the plan in 2017 or 2018. Restricted Stock Plan: The Company’s 2008 Restricted Stock Plan, as amended (the “Restricted Stock Plan”) was adopted by the Board of Directors and was approved by the stockholders on July 1, 2008. The Restricted Stock Plan initially reserved up to 75,000 shares of the Company’s common stock for restricted stock awards and restricted stock units to eligible employees, directors and consultants of the Company. Upon recommendation of the Board of Directors, the stockholders approved an increase in the total shares of common stock reserved for issuance under the Restricted Stock Plan to 125,000 and 750,000 shares during 2015 and 2016, respectively. There were no changes to the plan in 2017 or 2018. The Stock Option Plan and the Restricted Stock Plan are administered by the Compensation Committee of the Board of Directors, which determines the terms of the option and share awards, including the exercise price, expiration date, vesting schedule and number of shares. The term of any incentive stock option granted under the Stock Option Plan may not exceed ten years, or five years for options granted to an optionee owning more than 10% of the Company’s voting stock. The exercise price of an incentive stock option granted under the Option Plan must be equal to or greater than the fair market value of the shares of the Company’s common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of the Company’s voting stock must have an exercise price equal to or greater than 110% of the fair market value of the Company’s common stock on the date the option is granted. The exercise price of a non-statutory option granted under the Option Plan must be equal to or greater than 85% of the fair market value of the shares of the Company’s common stock on the date the option is granted. Share-Based Compensation: The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants. The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows: For year ended December 31, 2018 2017 Research and development $ 642 $ 18,231 Selling, general and administrative $ 28,623 $ 105,037 Total share-based compensation cost $ 29,265 $ 123,268 The following table presents share-based compensation expense by type: For year ended December 31, 2018 2017 Type of Award: Stock Options $ 29,265 $ 96,938 Restricted Stock Units and Awards $ — $ 26,330 Total share-based compensation cost $ 29,265 $ 123,268 Stock Options: The Company recognized share-based compensation expense for stock options of $29,265 to officers, directors and employees for the year ended December 31, 2018 related to stock option awards, reduced for estimated forfeitures. There were no option grants during the years ended December 31, 2018 or December 31, 2017 . As of December 31, 2018 , total compensation cost related to non-vested stock options not yet recognized was $9,578 which is expected to be recognized over a weighted average period of approximately 0.46 years . As of December 31, 2018 , 109 shares were vested or expected to vest in the future and 107 shares remained available for future grants under the Option Plan. The following table summarizes stock option activity within the Stock Option Plan: Stock Weighted Outstanding at December 31, 2016 250 8.28 Granted — Exercised — Canceled (55 ) Outstanding at December 31, 2017 195 7.32 Granted — Exercised — Canceled (85 ) Outstanding at December 31, 2018 110 5.18 Exercisable at December 31, 2018 105 5.13 Restricted Stock: The Company did not recognized share-based compensation expense related to restricted stock grants for the year ended December 31, 2018 . During the year ended December 31, 2017 , the Company recognized approximately $26,000 in share-based compensation related to restricted stock grants. There were no restricted stock grants for the years ended December 31, 2018 and December 31, 2017 . As of December 31, 2018 , there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The company record income taxes using the liability method. Under this method, deferred tax assets and are computed for the expected future impact of temporary differences between the financial statement and income tax bases of assets and liabilities using current income tax rates and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold before a benefit is recognized in the financial statements. At December 31, 2018 , the Company had $255,470,676 of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income through the year 2308 . Under the Internal Revenue Code, the future utilization of net operating losses may be limited in certain circumstances where there is a significant ownership change. The Company prepared and analysis for the year ended December 31, 2012 and determined that a significant change in ownership had occurred as a result of the cumulative effect of the sales of common stock through its offerings. Such change limited the Company's utilizable net operating loss carryforwards to $255,470,676 for the year ended December 31, 2018 . Available net operating loss carryforwards may be further limited in the event of another significant ownership change. Deferred income taxes reflect an estimate of the cumulative temporary differences recognized for financial reporting purposes from that recognized for income tax reporting purposes. At December 31, 2018 and 2017 , the components of these temporary differences and the deferred tax asset were as follows: As of December 31 2018 2017 Deferred Tax Asset Accrued Expenses $ 30,000 $ — Inventory Allowance $ 184,000 $ 141,000 Other $ 11,000 $ 13,000 Stock Based Compensation-Stock Options and Restricted Stock $ 1,021,000 $ 1,058,000 Tax effect of NOL carryforward $ 64,519,000 $ 67,852,000 Depreciation $ 5,957,000 $ 8,748,000 Amortization $ (213,000 ) $ (368,000 ) Disallowed interest expense $ 452,000 $ — Warranty reserve $ 7,000 $ 14,000 Net deferred tax asset $ 71,968,000 $ 77,458,000 Less valuation allowance $ (71,968,000 ) $ (77,458,000 ) Net deferred tax asset $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes it is not more-likely-than-not that the Company will realize the benefits of these deductible differences at December 31, 2018 . The Company's deferred tax valuation allowance of $71,968,000 reflected above is a decrease of $5,490,000 from the valuation allowance reflected as of December 31, 2017 of $77,458,000 . As of December 31, 2018 , the Company has not recorded a liability for uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax (benefit)/expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2018 . The Company's effective tax rate for the years ended December 31, 2018 and 2017 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2018 2017 Federal statutory rate 21.0 % 35.0 % State statutory rate 3.6 % 2.8 % Change in rate (0.8 )% — % Permanent tax differences (0.1 )% (2.3 )% Derivative/Warrant Revaluation — % 8.4 % Debt Discount — % (5.5 )% Loss on Extinguishment of Liabilities (3.5 )% (4.9 )% Deferred true-ups (54.2 )% — % Other — % (0.9 )% Change in valuation allowance 34.0 % (32.6 )% — % — % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS On August 29, 2016, the Company entered into a note purchase agreement with Tertius Financial Group Pte. Ltd. ("TFG”) for the private placement of $330,000 of the Company’s original issue discount notes with an original maturity date of November 29, 2016. The notes bear interest of 6% per annum and principal and interest on the notes are payable upon maturity. The notes are unsecured and not convertible into equity shares of the Company. On December 6, 2016, the Company issued a new $600,000 original issue discount note to TFG in exchange for (i) $200,000 of additional gross proceeds and (ii) cancellation of the existing outstanding $330,000 note. The new TFG note bears interest at a rate of 6% per annum and matures on December 31, 2017. Principal and interest on the new TFG note is payable at maturity. Following the transaction, the outstanding balance of the new note was $602,000 (including accrued and unpaid interest) with a discount of $60,000 . On January 19, 2017, the Company issued 333,334 shares of unregistered common stock in a private placement to TFG pursuant to a Securities Purchase Agreement (the “SPA”). Pursuant to the SPA, the Company issued the 333,334 shares to TFG in exchange for cancellation of its $600,000 promissory note (including accrued interest of approximately $4,340 ) that was issued by the Company on December 6, 2016. The SPA does not provide any registration rights for the shares issued to TFG. TFG is a Singapore based entity controlled and 50% owned by Ascent’s President & CEO, Victor Lee, and owns approximately 1% of the Company's outstanding shares at December 31, 2018 . All related party transactions were approved by our independent board of directors. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | RETIREMENT PLAN On July 1, 2006, the Company adopted a qualified 401(k) plan which provides retirement benefits for all of its eligible employees. Under the plan, employees become eligible to participate at the first entry date, provided they are at least 21 years of age. The participants may elect through salary reduction to contribute up to ceilings established in the Internal Revenue Code. The Company will match 100% of the first six percent of employee contributions. In addition, the Company may make discretionary contributions to the Plan as determined by the Board of Directors. Employees are immediately vested in all salary reduction contributions. Rights to benefits provided by the Company’s discretionary and matching contributions vest 100% after the first year of service for all employees hired before January 1, 2010. For employees hired after December 31, 2009, matching contributions vest over a three -year period, one-third per year. Payments for 401(k) matching totaled $108,776 and $199,669 for the years ended December 31, 2018 and 2017 , respectively. Payments for 401(k) matching are recorded under “Research, development and manufacturing operations" expense and “Selling, general and administrative" expense in the Consolidated Statements of Operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Offering of Secured Promissory Note Between January 3, 2019 and February 8, 2019, in four tranches, the Company received the remaining $400,000 proceeds related to the securities purchase agreement, dated November 5, 2018, with St. George (Note 10). As a result the principal balance of this secured convertible note is $1,220,000 as of the filing date of this report. On March 13, 2019, the Company entered into a securities purchase agreement with St. George (Note 10), for the private placement of an additional $365,000 secured convertible promissory note. The note, bears interest at 10% per annum, matures on March 15, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. The interest rate increases to 22% in the event of a default under the note. Beginning six months after the date of issue, St. George shall have the option to redeem all or a portion of the amounts outstanding under the note. At St. George’s option, redemption amounts are payable by the Company in the form of (x) cash or (y) conversion of such amounts into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. There are no registration rights applicable to the note or its underlying conversion shares. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company’s common stock. The note will be secured by a security interest on the Company’s headquarters building in Thornton, Colorado. Conversions of Secured Promissory Notes (Note 10) Subsequent to the date of this report, an additional $115,000 in principal for Global was converted into 9,595,327 shares of common stock. Offering of Promissory Note (Note 11) On March 11, 2019, the Company issued, to Investor 3, a additional promissory note with a principal balance of $60,000 in exchange for $50,000 in gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on September 11, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. Exchange of Outstanding Promissory Notes for Unsecured Convertible Notes On March 11, 2019, the Company, entered into two securities exchange agreements (the “Exchange Agreements”) with BayBridge (Note 12). Pursuant to the terms of the Exchange Agreements, BayBridge agreed to surrender and exchange two outstanding promissory notes (Note 11) with principal balances of (i) $123,817 (including accrued interest), and (ii) $127,280 (including accrued interest), for two additional unsecured convertible notes with principal amounts of (i) $160,000 and (ii) $150,000 . The notes are unsecured, bear interest at 12% per annum, mature on March 11, 2020, and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. At any time after inception of the note until fully paid, BayBridge shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) a price equal to $0.003 , or (ii) 65% of the lowest closing bid price for the shares over the prior five trading days. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company's common stock. Offering of Convertible Notes (Note 12) Widjaja Convertible Note On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. At any time after inception of the note until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock. Power Up Convertible Notes On February 14, 2019, the Company entered into an additional note purchase with Power Up, for the private placement of a $54,500 convertible promissory note in exchange for $54,500 of gross proceeds. The note is unsecured, bears interest at 8% per annum, matures on February 14, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. The interest rate increases to 22% in the event of a default under the note. Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock. On March 7, 2019, the Company entered into an additional note purchase with Power Up, for the private placement of a $54,500 convertible promissory note in exchange for $54,500 of gross proceeds. The note is unsecured, bears interest at 8% per annum, matures on March 7, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. The interest rate increases to 22% in the event of a default under the note. Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock. GS & EMA Convertible Notes On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds and approximately $27,000 of premium associated with the assignment of the EMA note (see below). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock. On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same. There was a pre-payment penalty associated with this assignment of approximately $27,000 , which was included in a new note issued to GS (see above). Conversions of Convertible Notes (Note 12) Subsequent to the date of this report, an additional $106,750 in principal for St. George was converted into 58,503,244 shares of common stock. Subsequent to the date of this report, an additional $222,500 in principal, plus accrued interest, for BayBridge was converted into 61,611,485 shares of common stock. Subsequent to the date of this report, an additional $65,615 in principal, plus accrued interest, for Bellridge was converted into 47,400,806 shares of common stock. Subsequent to the date of this report, an additional $182,500 in principal, plus accrued interest, for Power Up was converted into 38,696,339 shares of common stock. Conversion of Series A Preferred Stock (Note 13) On January 11, 2019, the holder of Series A Preferred Stock converted 12,656 shares of Series A Preferred Stock, plus $70,527 in accrued dividends, for 9,795,398 shares of common stock. Sale of Building On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million . The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash Equivalents | The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. |
Foreign Currencies | Bank account balances held in foreign currencies are translated to U.S. dollars utilizing the period end exchange rate. Gains or losses incurred in connection with the Company’s accounts held in foreign currency were not material for the years ended December 31, 2018 and 2017 and were recorded in “Other Income/(Expense)” in the Consolidated Statements of Operations. |
Receivables and Allowance for Doubtful Accounts | Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer credit-worthiness and current economic trends. Reserves are established on an account-by-account basis. Account balances are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. |
Inventories | All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2018 and 2017 , the Company had inventory reserve balances of $745,927 and $562,140 , respectively. In response to management's estimate of current market conditions, the Company has reserved all of its work-in-process and finished goods inventory as of December 31, 2018 . If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. Due to the sale of the EnerPlex brand and the re-purposing of our work-in-process inventory, we are unable to estimate the recoverability of all of our work-in process inventory values, resulting in a lower-cost-to-market analysis and reserve for impairment. |
Property, Plant and Equipment | Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Patents | At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. |
Impairment of Long-lived Assets | The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. |
Interest Capitalization | Historically the Company has capitalized interest cost as part of the cost of acquiring or constructing certain assets during the period of time required to get the asset ready for its intended use. The Company capitalized interest to the extent that expenditures to acquire or construct an asset have occurred and interest cost has been incurred. |
Convertible Preferred Stock | The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. |
Derivatives | The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. |
Product Warranties | The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. |
Warrant liability | Warrants to purchase the Company's common stock with nonstandard anti-dilution provisions, regardless of the probability or likelihood that may conditionally obligate the issuer to ultimately transfer assets, are classified as liabilities and are recorded at their estimated fair value at each reporting period. Any change in fair value of these warrants is recorded at each reporting period in Other income/(expense) on the Company's statement of operations. |
Revenue Recognition | Product revenue. We recognize revenue for module and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. During the years ended December 31, 2018 and 2017 , the company recognized product revenue of $813,512 and $642,179 , respectively. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. During the year ended December 31, 2018 , the company recognized government contract revenue of $48,900 . No government contract revenue was recognized for the year ended December 31, 2017 . Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Consolidated Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. |
Research, Development and Manufacturing Operations Costs | Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as Cost of revenue as products are sold. |
Marketing and Advertising Costs | The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. |
Share-Based Compensation | The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. For purposes of determining estimated fair value of share-based payment awards on the date of grant the Company uses the Black-Scholes option-pricing model (“Black-Scholes Model”) for option awards. The Black-Scholes Model requires the input of highly subjective assumptions. Because the Company’s employee stock options may have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which result in changes to these assumptions and methodologies, which could materially impact the Company’s fair value determination. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. The accounting guidance for share-based compensation may be subject to further interpretation and refinement over time. There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that use different models, methods and assumptions. If factors change and the Company employs different assumptions in the accounting for share-based compensation in future periods, or if the Company decides to use a different valuation model, the compensation expense the Company records in the future may differ significantly from the amount recorded in the current period and could materially affect its loss from operations, net loss and net loss per share. |
Income Taxes | Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2014-2017) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Net Loss per Common Share | Basic loss per share does not include dilution and is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential securities that could share in the earnings of the Company, similar to fully diluted earnings per share. Common stock equivalents outstanding as of December 31, 2018 and 2017 of approximately 834 million and 3 million shares, respectively, have been omitted from loss per share because they are anti-dilutive. Common stock equivalents consist of stock options, preferred stock, preferred stock make-whole dividend liability amounts (assuming the make-whole dividend liability is paid in common stock in lieu of cash), and convertible notes (assuming the amortization payments are paid in common stock in lieu of cash). |
Fair Value Estimates | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 6. Property, Plant and Equipment, Note 10. Secured Promissory Notes and Note 12. Convertible Notes. The carrying amount of our long term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings. The carrying value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. |
Related Party Transactions | One of the Company's named shareholders is Tertius Financial Group Pte Ltd, of which Mr. Victor Lee, President and Chief Executive Officer of the Company, is Managing Director and 50% shareholder. Accounting for transactions under these agreements is consistent with those defined in our Significant Accounting Policies. |
Use of Estimates | The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recently Issued Accounting Standards | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , and has issued a number of clarifying ASUs subsequently, all of which outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The standard provides enhancements to the quality and consistency of how revenue is reported by companies, while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The new standard also will require enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. This accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Early adoption is permitted for annual reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. The implementation of ASU 2014-09 did not have a material effect on the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there will not be a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) . ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for interim periods and fiscal years beginning after December 15, 2017, and early application is permitted. The implementation of ASU 2017-09 did not have a material effect on the Company's consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) . ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there will not be a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements. Other new pronouncements issued but not effective as of December 31, 2018 are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease The following table summarizes property, plant and equipment as of December 31, 2018 and December 31, 2017 : As of December 31, 2017 2017 Building $ 5,828,960 $ 5,828,960 Furniture, fixtures, computer hardware and computer software 489,421 489,421 Manufacturing machinery and equipment 30,302,806 30,327,481 Depreciable property, plant and equipment 36,621,187 36,645,862 Less: Accumulated depreciation and amortization (32,207,829 ) (32,013,686 ) Net property, plant and equipment $ 4,413,358 $ 4,632,176 |
Future Amortization of Patents | As of December 31, 2018 , future amortization of patents is expected as follows: 2019 $ 57,649 2020 $ 45,920 2021 $ 37,429 2022 $ 33,924 2023 $ 25,154 Thereafter $ 7,232 $ 207,308 |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2018 : Derivative Liability Balance as of December 31, 2017 $ 6,406,833 Additional derivative liability on new notes 3,873,697 Derivative liability extinguished (27,686 ) Change in fair value of derivative liability (138,392 ) Derivative Liability Balance as of December 31, 2018 $ 10,114,452 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 394,280 Additional derivative liability on new notes — Change in fair value of derivative liability 665,720 Derivative Liability Balance as of December 31, 2018 $ 1,060,000 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 236,004 Derivative liability assigned 119,039 Change in fair value of derivative liability 131,236 Derivative Liability Balance as of December 31, 2018 $ 486,279 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 542,733 Additional derivative liability on new notes 276,179 Change in fair value of derivative liability (677,380 ) Liability extinguished (27,686 ) Derivative Liability Balance as of December 31, 2018 $ 113,846 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 246,860 Change in fair value of derivative liability 264,277 Derivative Liability Balance as of December 31, 2018 $ 511,137 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 572,643 Additional derivative liability on new notes — Change in fair value of derivative liability 303,838 Derivative Liability Balance as of December 31, 2018 $ 876,481 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 3,945 Change in fair value of derivative liability 236,211 Derivative Liability Balance as of December 31, 2018 $ 240,156 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease The following table summarizes property, plant and equipment as of December 31, 2018 and December 31, 2017 : As of December 31, 2017 2017 Building $ 5,828,960 $ 5,828,960 Furniture, fixtures, computer hardware and computer software 489,421 489,421 Manufacturing machinery and equipment 30,302,806 30,327,481 Depreciable property, plant and equipment 36,621,187 36,645,862 Less: Accumulated depreciation and amortization (32,207,829 ) (32,013,686 ) Net property, plant and equipment $ 4,413,358 $ 4,632,176 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current | Inventories consisted of the following at December 31, 2018 and December 31, 2017 : As of December 31, 2018 2017 Raw materials $ 660,791 $ 688,904 Work in process — 11,878 Finished goods — 337,072 Total $ 660,791 $ 1,037,854 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2018 , remaining future principal payments on long-term debt are due as follows: 2019 $ 349,093 2020 $ 372,843 2021 $ 398,209 2022 $ 425,301 2023 $ 454,235 Thereafter $ 3,378,381 $ 5,378,062 |
SECURED PROMISSORY NOTE (Tables
SECURED PROMISSORY NOTE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt Instruments | The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 |
Schedule of Long-term Debt Instruments | As of December 31, 2018 , the closing dates, closing amounts, and proceeds on completed Note tranches are as follows: Closing Date Closing Amount Proceeds 11/7/2018 $ 260,000 200,000 11/19/2018 $ 120,000 100,000 11/30/2018 $ 120,000 100,000 12/7/2018 $ 120,000 100,000 12/17/2018 $ 120,000 100,000 As of December 31, 2018 , the closing dates, closing amounts, and maturity dates on completed note tranches are as follows: Closing Date Closing Amount Maturity Date 11/30/2017 $ 250,000 11/30/2018 12/28/2017 $ 250,000 12/28/2018 1/11/2018 $ 250,000 1/11/2019 1/25/2018 $ 250,000 1/25/2019 2/8/2018 $ 250,000 2/8/2019 2/21/2018 $ 250,000 2/21/2019 3/7/2018 $ 250,000 3/7/2019 3/21/2018 $ 250,000 3/21/2019 |
Schedule of Debt Conversions | The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q3 2018 $ 137,500 $ 2,104 3,715,476 Q4 2018 $ 107,500 $ 4,000 7,554,399 $ 245,000 $ 6,104 11,269,875 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q4 2017 $ 275,000 $ — 404,412 Q1 2018 $ 105,000 $ 20,717 493,007 Q2 2018 $ 408,000 $ 6,090 2,435,823 Q3 2018 $ 52,000 $ 4,428 1,547,452 Q4 2018 $ 207,500 $ 4,303 16,008,198 $ 1,047,500 $ 35,538 20,888,892 The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Common Shares Issued Q1 2018 $ 75,000 187,500 Q2 2018 $ 316,600 2,082,778 Q3 2018 $ 102,500 3,142,333 Q4 2018 $ 112,500 10,437,046 $ 606,600 15,849,657 |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2018 : Derivative Liability Balance as of December 31, 2017 $ 6,406,833 Additional derivative liability on new notes 3,873,697 Derivative liability extinguished (27,686 ) Change in fair value of derivative liability (138,392 ) Derivative Liability Balance as of December 31, 2018 $ 10,114,452 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 394,280 Additional derivative liability on new notes — Change in fair value of derivative liability 665,720 Derivative Liability Balance as of December 31, 2018 $ 1,060,000 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 236,004 Derivative liability assigned 119,039 Change in fair value of derivative liability 131,236 Derivative Liability Balance as of December 31, 2018 $ 486,279 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 542,733 Additional derivative liability on new notes 276,179 Change in fair value of derivative liability (677,380 ) Liability extinguished (27,686 ) Derivative Liability Balance as of December 31, 2018 $ 113,846 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 246,860 Change in fair value of derivative liability 264,277 Derivative Liability Balance as of December 31, 2018 $ 511,137 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 572,643 Additional derivative liability on new notes — Change in fair value of derivative liability 303,838 Derivative Liability Balance as of December 31, 2018 $ 876,481 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 3,945 Change in fair value of derivative liability 236,211 Derivative Liability Balance as of December 31, 2018 $ 240,156 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt Instruments | The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George Total Secured Notes Principal Balance at December 31, 2017 $ 4,557,227 $ — $ 4,557,227 New notes 1,935,000 1,315,000 3,250,000 Note conversions (1,426,000 ) — (1,426,000 ) Interest redocumented as principal 140,518 — 140,518 Note assignments (250,000 ) — (250,000 ) Secured Notes Principal Balance at December 31, 2018 4,956,745 1,315,000 6,271,745 Less: remaining discount (2,012,698 ) (811,667 ) (2,824,365 ) Secured Notes, net of discount, at December 31, 2018 $ 2,944,047 $ 503,333 $ 3,447,380 The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 Investor 3 Total Promissory Notes Principal Balance at December 31, 2017 $ 494,437 $ 275,000 $ 200,000 $ 969,437 New notes — — 850,000 850,000 Notes redocumented — (275,000 ) (200,000 ) (475,000 ) Promissory Notes Principal Balance at December 31, 2018 494,437 — 850,000 1,344,437 Less: remaining discount — — (104,583 ) (104,583 ) Promissory Notes, net of discount, at December 31, 2018 $ 494,437 $ — $ 745,417 $ 1,239,854 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Oct 2016 Notes St. George Note BayBridge Notes Bellridge Notes Power Up Notes EMA Note Total Promissory Notes Principal Balance at December 31, 2017 $ 330,000 $ 1,705,833 $ 565,000 $ — $ — $ — $ 2,600,833 New notes — — — 150,000 225,000 75,000 450,000 Notes redocumented or assigned — — 270,000 550,000 — — 820,000 Notes converted to common stock — (606,600 ) (772,500 ) (245,000 ) — — (1,624,100 ) Promissory Notes Principal Balance at December 31, 2018 330,000 1,099,233 62,500 455,000 225,000 75,000 2,246,733 Less: remaining discount — (96,177 ) (62,100 ) (123,360 ) (110,621 ) (1,753 ) (394,011 ) Promissory Notes, net of discount, at December 31, 2018 $ 330,000 $ 1,003,056 $ 400 $ 331,640 $ 114,379 $ 73,247 $ 1,852,722 |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2018 : Derivative Liability Balance as of December 31, 2017 $ 6,406,833 Additional derivative liability on new notes 3,873,697 Derivative liability extinguished (27,686 ) Change in fair value of derivative liability (138,392 ) Derivative Liability Balance as of December 31, 2018 $ 10,114,452 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 4,897,178 Additional derivative liability on new notes 1,446,156 Derivative Liability assigned to another investor (119,039 ) Change in fair value of derivative liability (2,690,434 ) Derivative Liability Balance as of December 31, 2018 $ 3,533,861 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 1,664,553 Change in fair value of derivative liability 1,628,139 Derivative Liability Balance as of December 31, 2018 $ 3,292,692 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 394,280 Additional derivative liability on new notes — Change in fair value of derivative liability 665,720 Derivative Liability Balance as of December 31, 2018 $ 1,060,000 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 236,004 Derivative liability assigned 119,039 Change in fair value of derivative liability 131,236 Derivative Liability Balance as of December 31, 2018 $ 486,279 The following table summarizes the derivative liability transactions for these notes: Derivative Liability Balance as of December 31, 2017 $ 542,733 Additional derivative liability on new notes 276,179 Change in fair value of derivative liability (677,380 ) Liability extinguished (27,686 ) Derivative Liability Balance as of December 31, 2018 $ 113,846 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 246,860 Change in fair value of derivative liability 264,277 Derivative Liability Balance as of December 31, 2018 $ 511,137 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ 572,643 Additional derivative liability on new notes — Change in fair value of derivative liability 303,838 Derivative Liability Balance as of December 31, 2018 $ 876,481 The following table summarizes the derivative liability transactions for this note: Derivative Liability Balance as of December 31, 2017 $ — Additional derivative liability on new notes 3,945 Change in fair value of derivative liability 236,211 Derivative Liability Balance as of December 31, 2018 $ 240,156 |
Schedule of Debt Conversions | The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2018 $ 1,250,000 $ — 2,450,981 Q2 2018 $ 176,000 $ — 1,035,295 $ 1,426,000 $ — 3,486,276 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q3 2018 $ 137,500 $ 2,104 3,715,476 Q4 2018 $ 107,500 $ 4,000 7,554,399 $ 245,000 $ 6,104 11,269,875 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q4 2017 $ 275,000 $ — 404,412 Q1 2018 $ 105,000 $ 20,717 493,007 Q2 2018 $ 408,000 $ 6,090 2,435,823 Q3 2018 $ 52,000 $ 4,428 1,547,452 Q4 2018 $ 207,500 $ 4,303 16,008,198 $ 1,047,500 $ 35,538 20,888,892 The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Common Shares Issued Q1 2018 $ 75,000 187,500 Q2 2018 $ 316,600 2,082,778 Q3 2018 $ 102,500 3,142,333 Q4 2018 $ 112,500 10,437,046 $ 606,600 15,849,657 |
SERIES K PREFERRED STOCK (Table
SERIES K PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following summarizes the closings and proceeds received as of December 31, 2018: Closing Period Preferred Series K Shares Purchased Closing Amount Q1 2017 150 $ 150,000 Q2 2017 4,100 $ 4,100,000 Q3 2017 4,760 $ 4,760,000 9,010 $ 9,010,000 The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 60,756 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
Schedule of Conversions of Stock | The following table summarizes the conversion activity of Series K Preferred Stock: Conversion Period Preferred Series K Shares Converted Value of Series K Preferred Shares Common Shares Issued Q2 2017 3,200 $ 3,200,000 800,000 Q3 2017 3,000 $ 3,000,000 750,000 Q2 2018 2,810 $ 2,810,000 702,500 9,010 $ 9,010,000 2,252,500 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following summarizes the closings and proceeds received as of December 31, 2018: Closing Period Preferred Series K Shares Purchased Closing Amount Q1 2017 150 $ 150,000 Q2 2017 4,100 $ 4,100,000 Q3 2017 4,760 $ 4,760,000 9,010 $ 9,010,000 The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 60,756 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
Summary of Warrant Activity | The following table summarizes warrant activity: Warrant Warrant Outstanding at December 31, 2016 — $ — Granted 700,000 $ 3.01 Exercised — $ — Canceled/Expired — $ — Outstanding at December 31, 2017 700,000 $ 3.01 Granted — $ — Exercised $ — $ — Canceled/Expired (700,000 ) $ 3.01 Outstanding at December 31, 2018 — $ — Exercisable at December 31, 2018 — $ — |
EQUITY PLANS AND SHARE-BASED _2
EQUITY PLANS AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation cost by line item | The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows: For year ended December 31, 2018 2017 Research and development $ 642 $ 18,231 Selling, general and administrative $ 28,623 $ 105,037 Total share-based compensation cost $ 29,265 $ 123,268 |
Share-based compensation cost by award type | The following table presents share-based compensation expense by type: For year ended December 31, 2018 2017 Type of Award: Stock Options $ 29,265 $ 96,938 Restricted Stock Units and Awards $ — $ 26,330 Total share-based compensation cost $ 29,265 $ 123,268 |
Stock option activity | The following table summarizes stock option activity within the Stock Option Plan: Stock Weighted Outstanding at December 31, 2016 250 8.28 Granted — Exercised — Canceled (55 ) Outstanding at December 31, 2017 195 7.32 Granted — Exercised — Canceled (85 ) Outstanding at December 31, 2018 110 5.18 Exercisable at December 31, 2018 105 5.13 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | At December 31, 2018 and 2017 , the components of these temporary differences and the deferred tax asset were as follows: As of December 31 2018 2017 Deferred Tax Asset Accrued Expenses $ 30,000 $ — Inventory Allowance $ 184,000 $ 141,000 Other $ 11,000 $ 13,000 Stock Based Compensation-Stock Options and Restricted Stock $ 1,021,000 $ 1,058,000 Tax effect of NOL carryforward $ 64,519,000 $ 67,852,000 Depreciation $ 5,957,000 $ 8,748,000 Amortization $ (213,000 ) $ (368,000 ) Disallowed interest expense $ 452,000 $ — Warranty reserve $ 7,000 $ 14,000 Net deferred tax asset $ 71,968,000 $ 77,458,000 Less valuation allowance $ (71,968,000 ) $ (77,458,000 ) Net deferred tax asset $ — $ — |
Schedule of effective income tax rate reconciliation | The Company's effective tax rate for the years ended December 31, 2018 and 2017 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2018 2017 Federal statutory rate 21.0 % 35.0 % State statutory rate 3.6 % 2.8 % Change in rate (0.8 )% — % Permanent tax differences (0.1 )% (2.3 )% Derivative/Warrant Revaluation — % 8.4 % Debt Discount — % (5.5 )% Loss on Extinguishment of Liabilities (3.5 )% (4.9 )% Deferred true-ups (54.2 )% — % Other — % (0.9 )% Change in valuation allowance 34.0 % (32.6 )% — % — % |
ORGANIZATION (Details)
ORGANIZATION (Details) | Jul. 20, 2018 | Jul. 19, 2018 | Jan. 31, 2006shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock issued (in shares) | 102,800 | ||
Stock split, conversion ratio | 0.001 | 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) shares in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Allowance for doubtful accounts | $ 45,664 | $ 48,201 |
Inventory reserve balance | 745,927 | 562,140 |
Impairment of inventory | 0 | 363,377 |
Patents, net of amortization | 862,429 | 1,470,796 |
Patent activity costs | 16,447 | 62,652 |
Revenues | 862,412 | 642,179 |
Research, development and manufacturing operations | 2,794,641 | 4,820,536 |
Advertising expense | $ 23,560 | $ 189,382 |
Shares omitted from loss per share, anti-dilutive | 834 | 3 |
Patents, EnerPlex IP [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | $ 467,005 | |
Patent activity costs | (692,032) | |
Amortization expense | 225,027 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 862,429 | $ 1,470,796 |
Amortization expense | 158,488 | 150,928 |
Patents [Member] | Awarded patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 207,308 | 640,167 |
Patents [Member] | Patent applications to be filed [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | $ 655,121 | 830,629 |
Tertius Financial Group Pte. Ltd. [Member] | Chief Executive Officer [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Ownership percentage, related party | 50.00% | |
Product [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 813,512 | 642,179 |
Government Research And Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 48,900 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Manufacturing machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Manufacturing machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Furniture, fixtures, computer hardware/software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture, fixtures, computer hardware/software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Future Amortization Expense of Patents) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | $ 862,429 | $ 1,470,796 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | 862,429 | 1,470,796 |
Awarded patents [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 57,649 | |
2020 | 45,920 | |
2021 | 37,429 | |
2022 | 33,924 | |
2023 | 25,154 | |
Thereafter | 7,232 | |
Total patent amortization expense | $ 207,308 | $ 640,167 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Derivative Liability Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | $ 6,406,833 | |
Additional derivative liability on new notes | 3,873,697 | $ 5,878,345 |
Derivative liability extinguished | (27,686) | |
Change in fair value of derivative liability | (138,392) | |
Derivative Liability Balance as of December 31, 2018 | $ 10,114,452 | $ 6,406,833 |
LIQUIDITY, CONTINUED OPERATIO_2
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
LIQUIDITY AND CONTINUED OPERATIONS [Abstract] | ||
Net cash used in operating activities | $ 4,015,846 | $ 12,597,929 |
Debt, principal | 5,378,062 | $ 5,461,819 |
Notes payable, repayments of principal and interest | $ 693,611 |
TRADE RECEIVABLES (Details)
TRADE RECEIVABLES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Accounts receivable | $ 165,160 | $ 6,658 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 36,621,187 | $ 36,645,862 |
Less: Accumulated depreciation and amortization | (32,207,829) | (32,013,686) |
Net property, plant and equipment | 4,413,358 | 4,632,176 |
Depreciation expense | 218,818 | 1,030,237 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable property, plant and equipment | 5,828,960 | 5,828,960 |
Furniture, fixtures, computer hardware and computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable property, plant and equipment | 489,421 | 489,421 |
Manufacturing machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 30,302,806 | $ 30,327,481 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 660,791 | $ 688,904 |
Work in process | 0 | 11,878 |
Finished goods | 0 | 337,072 |
Total | $ 660,791 | $ 1,037,854 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jul. 25, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 05, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 23, 2017 | Feb. 24, 2017 |
Debt Instrument [Line Items] | |||||||||
Interest paid | $ 237,681 | $ 1,221,843 | |||||||
Unsecured Debt [Member] | Note Payable Conversion One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 765,784 | ||||||||
Stated interest rate | 6.00% | ||||||||
Unsecured Debt [Member] | Note Payable Conversion Five [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 308,041 | ||||||||
Stated interest rate | 6.00% | ||||||||
Unsecured Debt [Member] | Note Payable Conversion One and Five [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | 1,073,825 | ||||||||
Interest accrued on convertible debt | 96,881 | ||||||||
Unsecured Debt [Member] | Note Payable Conversion Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 356,742 | ||||||||
Stated interest rate | 5.00% | ||||||||
Accrued interest | $ 23,897 | ||||||||
Issuance of stock (in shares) | 2,138,421 | ||||||||
Measurement period after conversion date | 5 days | ||||||||
Unsecured Debt [Member] | Note Payable Conversion Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 250,000 | ||||||||
Stated interest rate | 5.00% | ||||||||
Interest accrued on convertible debt | 18,801 | ||||||||
Unsecured Debt [Member] | Note Payable Conversion Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | 192,705 | $ 215,234 | |||||||
Stated interest rate | 5.00% | ||||||||
Interest accrued on convertible debt | 11,684 | ||||||||
Monthly payments | $ 18,426 | ||||||||
Repayments of Notes Payable | 22,529 | ||||||||
Interest paid | $ 897 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | Dec. 01, 2018 | May 01, 2017 | Feb. 08, 2008 | Mar. 31, 2017 | Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2009 |
Debt Instrument [Line Items] | ||||||||
Debt, principal | $ 5,378,062 | $ 5,461,819 | ||||||
Construction Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Construction loan borrowing capacity | $ 7,500,000 | |||||||
Permanent Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 6.60% | |||||||
Interest accrued on convertible debt | $ 180,043 | $ 84,187 | ||||||
Debt, principal | $ 5,434,042 | $ 5,704,932 | ||||||
Debt instrument, periodic payment | $ 57,801 | $ 57,801 | ||||||
Debt instrument, periodic interest payment | $ 15,000 | |||||||
Manufacturing and Office Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cost of acquisition | $ 5,500,000 |
DEBT (Schedule of Maturities of
DEBT (Schedule of Maturities of Long-term Debt) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 349,093 | |
2020 | 372,843 | |
2021 | 398,209 | |
2022 | 425,301 | |
2023 | 454,235 | |
Thereafter | 3,378,381 | |
Future principal payments on long-term debt, total | $ 5,378,062 | $ 5,461,819 |
SECURED PROMISSORY NOTE (Summar
SECURED PROMISSORY NOTE (Summary of Secured Promissory Notes Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument, Principal [Roll Forward] | ||
Note conversions | $ 0 | $ (55,067) |
Secured Notes, net of discount, at December 31, 2018 | 3,447,380 | 938,656 |
Note Secured Promissory Agreement [Member] | Secured Debt [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 4,557,227 | |
New notes | 1,935,000 | |
Note conversions | (1,426,000) | |
Interest redocumented as principal | 140,518 | |
Notes redocumented or assigned | (250,000) | |
Principal Balance, ending | 4,956,745 | 4,557,227 |
Less: remaining discount | (2,012,698) | |
Secured Notes, net of discount, at December 31, 2018 | 2,944,047 | |
2018 St. George Convertible Note [Member] | Convertible Debt [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 0 | |
New notes | 1,315,000 | |
Note conversions | 0 | |
Interest redocumented as principal | 0 | |
Notes redocumented or assigned | 0 | |
Principal Balance, ending | 1,315,000 | 0 |
Less: remaining discount | (811,667) | |
Secured Notes, net of discount, at December 31, 2018 | 503,333 | |
Secured Promissory Note, Current [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 4,557,227 | |
New notes | 3,250,000 | |
Note conversions | (1,426,000) | |
Interest redocumented as principal | 140,518 | |
Notes redocumented or assigned | (250,000) | |
Principal Balance, ending | 6,271,745 | 4,557,227 |
Less: remaining discount | (2,824,365) | $ (3,618,571) |
Secured Notes, net of discount, at December 31, 2018 | $ 3,447,380 |
SECURED PROMISSORY NOTE (Global
SECURED PROMISSORY NOTE (Global Ichiban Secured Promissory Notes) (Details) | Oct. 22, 2018USD ($) | Oct. 02, 2018USD ($) | Jul. 06, 2018USD ($) | Dec. 28, 2017 | Dec. 06, 2017USD ($)shares | Nov. 30, 2017USD ($)installmentshares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)installment$ / sharesshares | Oct. 18, 2018USD ($) | Oct. 12, 2018USD ($) | Feb. 15, 2018USD ($) | Dec. 31, 2017USD ($)shares |
Class of Stock [Line Items] | |||||||||||||
Note purchase and exchange agreement, amount authorized to be issued | $ 2,000,000 | ||||||||||||
Average daily trading volume of common stock | $ 50,000 | ||||||||||||
Trading day period preceding future tranche closing dates | 20 days | ||||||||||||
Ownership of outstanding stock, percentage | 1.00% | ||||||||||||
Derivative liability | $ 10,114,452 | $ 6,406,833 | |||||||||||
Gain (loss) on embedded derivative, net | (138,392) | ||||||||||||
Series J Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares exchanged (in shares) | shares | 675 | 400 | 1,075 | ||||||||||
Capital and accrued dividends | $ 755,417 | $ 445,222 | |||||||||||
Commercial Paper [Member] | Promissory Note Exchange Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Repurchase amount | 3,359,539 | ||||||||||||
Unsecured Debt [Member] | Promissory Note Three [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Repurchase amount | 252,466 | ||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | 4,057,227 | $ 4,956,745 | |||||||||||
Average VWAP for redemption | 85.00% | ||||||||||||
Measurement period after conversion date | 5 days | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2 | ||||||||||||
Ownership of outstanding stock, percentage | 9.99% | ||||||||||||
Unamortized discount | $ 25,000 | $ 25,000 | $ 15,000 | ||||||||||
Stated interest rate | 12.00% | ||||||||||||
Accrued interest expense, noncurrent | $ 455,356 | ||||||||||||
Derivative liability | 3,533,861 | $ 4,897,178 | |||||||||||
Gain (loss) on embedded derivative, net | $ (2,690,434) | ||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | $ 3,359,539 | ||||||||||||
Number of monthly installments | installment | 36 | 30 | |||||||||||
Monthly payments | $ 111,585 | $ 80,360 | |||||||||||
Debt conversion, amount | $ 176,000 | $ 1,250,000 | $ 1,426,000 | ||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 1,035,295 | 2,450,981 | 3,486,276 | ||||||||||
Debt conversion, converted instrument, shares issued (in shares) | $ 140,518 | ||||||||||||
Debt instrument, term | 3 years | ||||||||||||
Derivative liability | 3,742,002 | ||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | $ 697,688 | 250,000 | |||||||||||
Debt instrument, term | 1 year | ||||||||||||
Derivative liability | 888,168 | ||||||||||||
Secured Debt [Member] | Twelve Percent Promissory Note Due July 6, 2019 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | 135,000 | ||||||||||||
New notes | $ 120,000 | ||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | $ 250,000 | ||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Derivative liability | $ 267,008 | ||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Unamortized discount | $ 250,000 | ||||||||||||
Accrued interest expense, noncurrent | 44,994 | ||||||||||||
Derivative liability | $ 294,994 | $ 1,151,162 | |||||||||||
Convertible Debt [Member] | Global Ichiban Ltd., Convertible Note [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate principal amount of notes outstanding | 150,000 | 150,000 | $ 250,000 | ||||||||||
New notes | $ 125,000 | $ 125,000 | |||||||||||
Accrued interest expense, noncurrent | $ 26,466 | ||||||||||||
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.65 | ||||||||||||
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.56 | ||||||||||||
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.56 | ||||||||||||
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.71 | ||||||||||||
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.56 | 0.60 | 0.54 | ||||||||||
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.12 | ||||||||||||
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.12 | ||||||||||||
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.12 | ||||||||||||
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.12 | ||||||||||||
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0.12 | 0.12 | 0.12 | ||||||||||
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0 | ||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0 | ||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0 | ||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0 | ||||||||||||
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument, measurement input | 0 | 0 | 0 | ||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | $ 3,533,861 | ||||||||||||
Gain (loss) on embedded derivative, net | 2,690,434 | ||||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | 1,764,068 | ||||||||||||
Gain (loss) on embedded derivative, net | 1,977,934 | ||||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | $ 119,039 | 418,965 | |||||||||||
Gain (loss) on embedded derivative, net | 350,164 | ||||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | 150,126 | ||||||||||||
Gain (loss) on embedded derivative, net | 116,882 | ||||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | 299,945 | ||||||||||||
Gain (loss) on embedded derivative, net | (4,951) | ||||||||||||
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | 900,757 | ||||||||||||
Gain (loss) on embedded derivative, net | $ 250,405 |
SECURED PROMISSORY NOTE (Schedu
SECURED PROMISSORY NOTE (Schedule of Conversion Activity) (Details) - Secured Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 30, 2017 | |
Note Secured Promissory Agreement, Maturing November 30, 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 250,000 | $ 697,688 | ||
Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 3,359,539 | |||
Debt conversion, amount | $ 176,000 | $ 1,250,000 | 1,426,000 | |
Interest redocumented as principal | $ 0 | $ 0 | $ 0 | |
Debt conversion, converted instrument, shares issued (in shares) | 1,035,295 | 2,450,981 | 3,486,276 | |
Note Secured Promissory Agreement, Maturing December 28, 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 250,000 | |||
Note Secured Promissory Agreement, Maturing January 11, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | 250,000 | |||
Note Secured Promissory Agreement, Maturing January 25, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | 250,000 | |||
Note Secured Promissory Agreement, Maturing February 8, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | 250,000 | |||
Note Secured Promissory Agreement, Maturing February 21, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | 250,000 | |||
Note Secured Promissory Agreement, Maturing March 7, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | 250,000 | |||
Note Secured Promissory Agreement, Maturing March 21, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 250,000 |
SECURED PROMISSORY NOTE (Sche_2
SECURED PROMISSORY NOTE (Schedule of Long-term Debt Instruments) (Details) - Convertible Debt [Member] - 2018 St. George Convertible Note [Member] - USD ($) | Dec. 17, 2018 | Dec. 07, 2018 | Nov. 30, 2018 | Nov. 19, 2018 | Nov. 07, 2018 | May 08, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | $ 260,000 | $ 740,000 | |
New notes | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 200,000 | $ 500,000 | $ 400,000 |
SECURED PROMISSORY NOTE (Sche_3
SECURED PROMISSORY NOTE (Schedule of Derivative Liability Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | $ 6,406,833 | |
Additional derivative liability on new notes | 3,873,697 | $ 5,878,345 |
Derivative Liability assigned to another investor | (27,686) | |
Change in fair value of derivative liability | (138,392) | |
Derivative Liability Balance as of December 31, 2018 | 10,114,452 | 6,406,833 |
Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 0 | |
Additional derivative liability on new notes | 1,664,553 | |
Change in fair value of derivative liability | 1,628,139 | |
Derivative Liability Balance as of December 31, 2018 | 3,292,692 | 0 |
Secured Debt [Member] | Note Secured Promissory Agreement [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 4,897,178 | |
Additional derivative liability on new notes | 1,446,156 | |
Derivative Liability assigned to another investor | (119,039) | |
Change in fair value of derivative liability | (2,690,434) | |
Derivative Liability Balance as of December 31, 2018 | $ 3,533,861 | $ 4,897,178 |
SECURED PROMISSORY NOTE (St. Ge
SECURED PROMISSORY NOTE (St. George Secured Convertible Notes) (Details) | Dec. 17, 2018USD ($) | Dec. 07, 2018USD ($) | Nov. 30, 2018USD ($) | Nov. 19, 2018USD ($) | Nov. 07, 2018USD ($) | Nov. 05, 2018USD ($) | May 08, 2018USD ($) | Sep. 11, 2017USD ($) | Sep. 08, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 26, 2018USD ($) |
Class of Stock [Line Items] | ||||||||||||
Payments of financing costs | $ 11,000 | $ 20,000 | ||||||||||
Debt, principal | $ 5,378,062 | 5,461,819 | ||||||||||
Ownership of outstanding stock, percentage | 1.00% | |||||||||||
Derivative liability | $ 10,114,452 | 6,406,833 | ||||||||||
Gain (loss) on embedded derivative, net | (138,392) | |||||||||||
Convertible Debt [Member] | St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stated interest rate | 10.00% | |||||||||||
Debt conversion, average lowest closing price | 60.00% | |||||||||||
Debt, principal | $ 800,000 | |||||||||||
Aggregate principal amount of notes outstanding | 1,315,000 | |||||||||||
Interest rate in event of default | 22.00% | |||||||||||
Measurement period after conversion date | 10 days | |||||||||||
Ownership of outstanding stock, percentage | 9.99% | |||||||||||
Accrued interest expense, noncurrent | 45,121 | |||||||||||
Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, face amount sold and issued | $ 1,220,000 | $ 575,000 | ||||||||||
New notes | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | 200,000 | 500,000 | 400,000 | |||||
Unamortized discount | 50,000 | |||||||||||
Payments of financing costs | $ 25,000 | |||||||||||
Stated interest rate | 10.00% | |||||||||||
Debt conversion, average lowest closing price | 60.00% | |||||||||||
Period before redemption date | 10 days | |||||||||||
Aggregate principal amount of notes outstanding | $ 120,000 | $ 120,000 | $ 120,000 | $ 120,000 | $ 260,000 | 740,000 | ||||||
Derivative liability | 3,292,692 | 0 | ||||||||||
Gain (loss) on embedded derivative, net | 1,628,139 | |||||||||||
Maximum [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stated interest rate | 22.00% | |||||||||||
Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
New notes | $ 1,500,000 | 0 | ||||||||||
Unamortized discount | 80,000 | 225,000 | 96,177 | |||||||||
Payments of financing costs | $ 20,000 | 20,000 | ||||||||||
Stated interest rate | 22.00% | |||||||||||
Aggregate principal amount of notes outstanding | $ 1,725,000 | $ 1,725,000 | $ 926,733 | |||||||||
Measurement period after conversion date | 5 days | 5 days | ||||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||||
Derivative liability | $ 1,060,000 | 394,280 | ||||||||||
Gain (loss) on embedded derivative, net | 665,720 | |||||||||||
Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unamortized discount | $ 811,667 | |||||||||||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.50 | 0.85 | 0.62 | |||||||||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.66 | |||||||||||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.52 | |||||||||||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.12 | 0.12 | 0.12 | |||||||||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.12 | |||||||||||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.12 | |||||||||||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0 | 0 | ||||||||||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0 | |||||||||||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0 | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Derivative liability | $ 3,292,692 | |||||||||||
Gain (loss) on embedded derivative, net | (1,628,139) | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Derivative liability | 1,723,962 | |||||||||||
Gain (loss) on embedded derivative, net | (921,848) | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Derivative liability | 1,060,000 | $ 394,280 | ||||||||||
Gain (loss) on embedded derivative, net | (665,720) | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unamortized discount | $ 525,000 | $ 620,000 | ||||||||||
Accrued interest expense, noncurrent | 337,439 | 182,114 | ||||||||||
Derivative liability | $ 862,439 | 1,568,730 | $ 802,114 | |||||||||
Gain (loss) on embedded derivative, net | $ (706,291) |
PROMISSORY NOTES (Schedule of P
PROMISSORY NOTES (Schedule of Promissory Notes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument, Principal [Roll Forward] | ||
Promissory Notes, net of discount, at December 31, 2018 | $ 1,239,854 | $ 948,811 |
Promissory Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 969,437 | |
New notes | 850,000 | |
Notes redocumented or assigned | (475,000) | |
Principal Balance, ending | 1,344,437 | |
Less: remaining discount | (104,583) | $ (20,626) |
Promissory Notes, net of discount, at December 31, 2018 | 1,239,854 | |
Unsecured Debt [Member] | Promissory Note One [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 494,437 | |
New notes | 0 | |
Notes redocumented or assigned | 0 | |
Principal Balance, ending | 494,437 | |
Less: remaining discount | 0 | |
Promissory Notes, net of discount, at December 31, 2018 | 494,437 | |
Unsecured Debt [Member] | Promissory Note Two [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 275,000 | |
New notes | 0 | |
Notes redocumented or assigned | (275,000) | |
Principal Balance, ending | 0 | |
Less: remaining discount | 0 | |
Promissory Notes, net of discount, at December 31, 2018 | 0 | |
Unsecured Debt [Member] | Promissory Note Three [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 200,000 | |
New notes | 850,000 | |
Notes redocumented or assigned | (200,000) | |
Principal Balance, ending | 850,000 | |
Less: remaining discount | (104,583) | |
Promissory Notes, net of discount, at December 31, 2018 | $ 745,417 |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | Sep. 10, 2018 | Jul. 24, 2018 | Nov. 16, 2017 | Jun. 30, 2017 | Jan. 17, 2017 | Dec. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 07, 2018 | Jul. 25, 2018 | Jun. 06, 2018 | Jan. 31, 2018 |
Short-term Debt [Line Items] | ||||||||||||||
Amortization of debt discount | $ 5,198,003 | $ 4,427,086 | ||||||||||||
Interest paid | 237,681 | $ 1,221,843 | ||||||||||||
Unsecured Debt [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
New notes | 225,000 | |||||||||||||
Debt, principal | 300,000 | |||||||||||||
Interest payable, current | 4,954 | |||||||||||||
Debt instrument, unamortized discount (premium), net | 75,000 | |||||||||||||
Aggregate principal amount of notes outstanding | 300,000 | |||||||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due July 17, 2017 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
New notes | $ 420,000 | |||||||||||||
Additional proceeds from issuance of debt | $ 250,000 | |||||||||||||
Debt, principal | $ 700,000 | 494,437 | ||||||||||||
Amortization of debt discount | $ 30,000 | |||||||||||||
Stated interest rate | 12.00% | |||||||||||||
Debt instrument, payment plan, duration | 12 months | |||||||||||||
Debt instrument, periodic payment | $ 62,000 | |||||||||||||
Debt instrument, repurchased face amount | 205,563 | |||||||||||||
Interest paid | 45,414 | |||||||||||||
Interest payable, current | 86,459 | |||||||||||||
Unsecured Debt [Member] | Promissory Notes [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt, principal | $ 275,000 | $ 275,000 | ||||||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due December 18, 2017 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt, principal | $ 275,000 | |||||||||||||
Debt instrument, unamortized discount (premium), net | 25,000 | |||||||||||||
Proceeds from promissory note | $ 250,000 | |||||||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due December 29, 2018 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Stated interest rate | 12.00% | |||||||||||||
Interest payable, current | $ 16,800 | |||||||||||||
Debt instrument, unamortized discount (premium), net | $ 22,500 | |||||||||||||
Proceeds from promissory note | $ 177,500 | |||||||||||||
Aggregate principal amount of notes outstanding | $ 200,000 | $ 200,000 | ||||||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due June 6, 2019 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt, principal | 315,000 | |||||||||||||
Stated interest rate | 12.00% | |||||||||||||
Interest payable, current | 27,090 | |||||||||||||
Debt instrument, unamortized discount (premium), net | $ 55,000 | |||||||||||||
Proceeds from promissory note | $ 260,000 | |||||||||||||
Aggregate principal amount of notes outstanding | $ 315,000 | |||||||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due January 24, 2019 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
New notes | $ 87,500 | |||||||||||||
Debt, principal | $ 115,000 | |||||||||||||
Stated interest rate | 12.00% | |||||||||||||
Interest payable, current | $ 7,923 | |||||||||||||
Debt instrument, unamortized discount (premium), net | 27,500 | |||||||||||||
Aggregate principal amount of notes outstanding | $ 115,000 | |||||||||||||
Unsecured Debt [Member] | Twelve Percent Unsecured Promissory Note Due March 10, 2019 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
New notes | $ 100,000 | |||||||||||||
Debt, principal | 120,000 | |||||||||||||
Interest payable, current | 5,029 | |||||||||||||
Debt instrument, unamortized discount (premium), net | 20,000 | |||||||||||||
Proceeds from promissory note | 0.12 | |||||||||||||
Aggregate principal amount of notes outstanding | $ 120,000 | |||||||||||||
Unsecured Debt [Member] | Twelve Percent Unsecured Promissory Note Due December 31, 2019 [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Proceeds from promissory note | 0.12 | |||||||||||||
Unsecured Debt [Member] | Promissory Note Three [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt, principal | 850,000 | |||||||||||||
Interest payable, current | $ 44,996 |
CONVERTIBLE NOTES (Schedule of
CONVERTIBLE NOTES (Schedule of Convertible Notes) (Details) - USD ($) | Oct. 18, 2018 | Sep. 11, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Nov. 05, 2018 | Jul. 25, 2018 |
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Note conversions | $ 0 | $ (55,067) | ||||||||||
Promissory Notes, net of discount, at December 31, 2018 | $ 1,852,722 | $ 1,362,592 | 1,852,722 | 1,362,592 | $ 1,852,722 | |||||||
Convertible Notes [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | $ 2,600,833 | 2,600,833 | ||||||||||
New notes | 450,000 | |||||||||||
Notes redocumented or assigned | 820,000 | |||||||||||
Note conversions | (1,624,100) | |||||||||||
Principal Balance, ending | 2,246,733 | 2,600,833 | 2,246,733 | 2,600,833 | 2,246,733 | |||||||
Less: remaining discount | (394,011) | (1,238,241) | (394,011) | (1,238,241) | (394,011) | |||||||
Promissory Notes, net of discount, at December 31, 2018 | 1,852,722 | 1,852,722 | 1,852,722 | |||||||||
Convertible Debt [Member] | October 2016 Convertible Notes [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 330,000 | 330,000 | ||||||||||
New notes | 0 | |||||||||||
Notes redocumented or assigned | 0 | |||||||||||
Note conversions | 0 | |||||||||||
Principal Balance, ending | 330,000 | 330,000 | 330,000 | 330,000 | 330,000 | |||||||
Less: remaining discount | 0 | 0 | 0 | |||||||||
Promissory Notes, net of discount, at December 31, 2018 | 330,000 | 330,000 | 330,000 | |||||||||
Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 1,705,833 | 1,705,833 | ||||||||||
New notes | $ 1,500,000 | 0 | ||||||||||
Notes redocumented or assigned | 0 | |||||||||||
Note conversions | (112,500) | $ (102,500) | $ (316,600) | (75,000) | (606,600) | |||||||
Principal Balance, ending | 1,099,233 | 1,705,833 | 1,099,233 | 1,705,833 | 1,099,233 | |||||||
Less: remaining discount | $ (225,000) | (96,177) | (96,177) | (96,177) | $ (80,000) | |||||||
Promissory Notes, net of discount, at December 31, 2018 | 1,003,056 | 1,003,056 | 1,003,056 | |||||||||
Convertible Debt [Member] | Baybridge Convertible Note [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 565,000 | 565,000 | ||||||||||
New notes | 0 | |||||||||||
Notes redocumented or assigned | 270,000 | |||||||||||
Note conversions | (207,500) | (52,000) | $ (408,000) | (105,000) | (275,000) | (772,500) | (1,047,500) | |||||
Principal Balance, ending | 62,500 | 565,000 | 62,500 | 565,000 | 62,500 | |||||||
Less: remaining discount | (62,100) | (62,100) | (62,100) | |||||||||
Promissory Notes, net of discount, at December 31, 2018 | 400 | 400 | 400 | |||||||||
Convertible Debt [Member] | Bellridge Convertible Note [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | 0 | ||||||||||
New notes | 150,000 | |||||||||||
Notes redocumented or assigned | 550,000 | |||||||||||
Note conversions | $ (250,000) | (107,500) | $ (137,500) | (245,000) | ||||||||
Principal Balance, ending | 455,000 | 0 | 455,000 | 0 | 455,000 | |||||||
Less: remaining discount | (123,360) | (123,360) | (123,360) | $ (4,929) | ||||||||
Promissory Notes, net of discount, at December 31, 2018 | 331,640 | 331,640 | 331,640 | |||||||||
Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | 0 | ||||||||||
New notes | 225,000 | |||||||||||
Notes redocumented or assigned | 0 | |||||||||||
Note conversions | 0 | |||||||||||
Principal Balance, ending | 225,000 | 0 | 225,000 | 0 | 225,000 | |||||||
Less: remaining discount | (110,621) | (110,621) | (110,621) | |||||||||
Promissory Notes, net of discount, at December 31, 2018 | 114,379 | 114,379 | 114,379 | |||||||||
Convertible Debt [Member] | EMA Convertible Note [Member] | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | $ 0 | 0 | ||||||||||
New notes | 75,000 | |||||||||||
Notes redocumented or assigned | 0 | |||||||||||
Note conversions | 0 | |||||||||||
Principal Balance, ending | 75,000 | $ 0 | 75,000 | $ 0 | 75,000 | |||||||
Less: remaining discount | (1,753) | (1,753) | (1,753) | |||||||||
Promissory Notes, net of discount, at December 31, 2018 | $ 73,247 | $ 73,247 | $ 73,247 |
CONVERTIBLE NOTES (October 2016
CONVERTIBLE NOTES (October 2016 Convertible Notes) (Details) | Oct. 05, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | |||
Derivative liability | $ 10,114,452 | $ 6,406,833 | |
Gain (loss) on embedded derivative, net | (138,392) | ||
Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Proceeds from issuance of stock | $ 330,000 | 330,000 | |
New notes | $ 330,000 | ||
Stated interest rate | 6.00% | ||
Percent of average of two lowest volume weighted average prices | 80.00% | ||
Debt instrument, convertible, conversion price, milestone percentage one | 50.00% | ||
Interest accrued on convertible debt | 44,935 | ||
Derivative liability | $ 330,000 | 876,481 | $ 572,643 |
Interest expense | $ 341,114 | ||
Gain (loss) on embedded derivative, net | 303,838 | ||
Maximum [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Stated interest rate | 24.00% | ||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Derivative liability | 876,481 | ||
Embedded Derivative Financial Instruments [Member] | Convertible Preferred Stock Subject to Mandatory Redemption [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Gain (loss) on embedded derivative, net | $ (303,838) | ||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Debt instrument, measurement input | 0.63 | ||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Debt instrument, measurement input | 0.12 | ||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | October 2016 Convertible Notes [Member] | |||
Class of Stock [Line Items] | |||
Debt instrument, measurement input | 0 |
CONVERTIBLE NOTES (Schedule o_2
CONVERTIBLE NOTES (Schedule of Derivative Liability Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | $ 6,406,833 | |
Initial embedded derivative liabilities | 3,873,697 | $ 5,878,345 |
Change in fair value of derivative liability | (138,392) | |
Derivative liability extinguished | (27,686) | |
Derivative Liability Balance as of December 31, 2018 | 10,114,452 | 6,406,833 |
Convertible Debt [Member] | October 2016 Convertible Notes [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 572,643 | |
Initial embedded derivative liabilities | 0 | |
Change in fair value of derivative liability | 303,838 | |
Derivative Liability Balance as of December 31, 2018 | 876,481 | 572,643 |
Convertible Debt [Member] | EMA Convertible Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 0 | |
Initial embedded derivative liabilities | 3,945 | |
Change in fair value of derivative liability | 236,211 | |
Derivative Liability Balance as of December 31, 2018 | 240,156 | 0 |
Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 0 | |
Initial embedded derivative liabilities | 246,860 | |
Change in fair value of derivative liability | 264,277 | |
Derivative Liability Balance as of December 31, 2018 | 511,137 | 0 |
Convertible Debt [Member] | Bellridge Convertible Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 0 | |
Initial embedded derivative liabilities | 236,004 | |
Derivative liability assigned | 119,039 | |
Change in fair value of derivative liability | 131,236 | |
Derivative Liability Balance as of December 31, 2018 | 486,279 | 0 |
Convertible Debt [Member] | Baybridge Convertible Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 542,733 | |
Initial embedded derivative liabilities | 276,179 | |
Change in fair value of derivative liability | (677,380) | |
Derivative liability extinguished | (27,686) | |
Derivative Liability Balance as of December 31, 2018 | 113,846 | 542,733 |
Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||
Debt Instrument, Principal [Roll Forward] | ||
Derivative Liability Balance as of December 31, 2017 | 394,280 | |
Initial embedded derivative liabilities | 0 | |
Change in fair value of derivative liability | 665,720 | |
Derivative Liability Balance as of December 31, 2018 | $ 1,060,000 | $ 394,280 |
CONVERTIBLE NOTES (St. George C
CONVERTIBLE NOTES (St. George Convertible Note) (Details) | Nov. 05, 2018USD ($) | Sep. 11, 2017USD ($) | Sep. 08, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | |||||||||
Payments of financing costs | $ 11,000 | $ 20,000 | |||||||
Ownership of outstanding stock, percentage | 1.00% | ||||||||
Note conversions | $ 0 | 55,067 | |||||||
Derivative liability | $ 10,114,452 | 10,114,452 | 6,406,833 | ||||||
Gain (loss) on embedded derivative, net | (138,392) | ||||||||
2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate principal amount of notes outstanding | $ 1,725,000 | $ 1,725,000 | 926,733 | 926,733 | |||||
New notes | 1,500,000 | 0 | |||||||
Payments of financing costs | $ 20,000 | 20,000 | |||||||
Unamortized discount | $ 80,000 | $ 225,000 | 96,177 | $ 96,177 | |||||
Maximum periodic payment allowable | $ 275,000 | ||||||||
Redemption price ratio | 15.00% | ||||||||
Redemption Premium | $ 172,500 | ||||||||
Average VWAP for redemption | 85.00% | 60.00% | |||||||
Measurement period after conversion date | 5 days | 5 days | |||||||
Conversion price (in dollars per share) | $ / shares | $ 4 | ||||||||
Stated interest rate | 22.00% | ||||||||
Increase in principal in event of default | 25.00% | ||||||||
Stock issued as origination fee | shares | 37,500 | ||||||||
Share price (in dollars per share) | $ / shares | $ 1.7 | ||||||||
Interest expense | $ 63,750 | ||||||||
Ownership of outstanding stock, percentage | 4.99% | ||||||||
Repayments of short-term debt | $ 191,667 | ||||||||
Note conversions | $ 112,500 | $ 102,500 | $ 316,600 | $ 75,000 | $ 606,600 | ||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 10,437,046 | 3,142,333 | 2,082,778 | 187,500 | 15,849,657 | ||||
Derivative liability | $ 1,060,000 | $ 1,060,000 | 394,280 | ||||||
Gain (loss) on embedded derivative, net | 665,720 | ||||||||
Debt Instrument, Redemption, Period One [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Principal payment | 96,000 | ||||||||
Debt Instrument, Redemption, Period Two [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Principal payment | $ 150,000 | ||||||||
Embedded Derivative Financial Instruments [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Derivative liability | $ 1,060,000 | 1,060,000 | $ 394,280 | ||||||
Gain (loss) on embedded derivative, net | $ (665,720) | ||||||||
Measurement Input, Price Volatility [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt instrument, measurement input | 0.52 | 0.52 | |||||||
Measurement Input, Discount Rate [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt instrument, measurement input | 0.12 | 0.12 | |||||||
Measurement Input, Expected Dividend Rate [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt instrument, measurement input | 0 | 0 |
CONVERTIBLE NOTES (Schedule o_3
CONVERTIBLE NOTES (Schedule of Debt Conversions) (Details) - USD ($) | Oct. 18, 2018 | Jul. 25, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||||
Note conversions | $ 0 | $ 55,067 | ||||||||
Convertible Debt [Member] | Baybridge Convertible Note [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Note conversions | $ 207,500 | $ 52,000 | $ 408,000 | $ 105,000 | $ 275,000 | 772,500 | $ 1,047,500 | |||
Interest Converted | $ 4,303 | $ 4,428 | $ 6,090 | $ 20,717 | $ 0 | $ 35,538 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 16,008,198 | 1,547,452 | 2,435,823 | 493,007 | 404,412 | 20,888,892 | ||||
Convertible Debt [Member] | Bellridge Convertible Note [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Note conversions | $ 250,000 | $ 107,500 | $ 137,500 | 245,000 | ||||||
Interest Converted | $ 26,466 | $ 20,071 | $ 4,000 | $ 2,104 | $ 6,104 | |||||
Debt conversion, converted instrument, shares issued (in shares) | 7,554,399 | 3,715,476 | 11,269,875 | |||||||
Convertible Debt [Member] | 2017 St. George Convertible Note [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Note conversions | $ 112,500 | $ 102,500 | $ 316,600 | $ 75,000 | $ 606,600 | |||||
Debt conversion, converted instrument, shares issued (in shares) | 10,437,046 | 3,142,333 | 2,082,778 | 187,500 | 15,849,657 |
CONVERTIBLE NOTES (BayBridge Co
CONVERTIBLE NOTES (BayBridge Convertible Note) (Details) | Sep. 07, 2018USD ($)$ / shares | Dec. 06, 2017USD ($)$ / sharesshares | Nov. 30, 2017USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($)shares | Jan. 31, 2018USD ($) |
Class of Stock [Line Items] | ||||||||||||
Ownership of outstanding stock, percentage | 1.00% | |||||||||||
Note conversions | $ 0 | $ 55,067 | ||||||||||
Derivative liability | $ 10,114,452 | $ 6,406,833 | 10,114,452 | $ 6,406,833 | $ 10,114,452 | |||||||
Gain (loss) on embedded derivative, net | (138,392) | |||||||||||
Extinguishment Of Derivative Liability | 27,686 | |||||||||||
Series J Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares exchanged (in shares) | shares | 675 | 400 | 1,075 | 1,075 | ||||||||
Capital and accrued dividends | $ 755,417 | $ 445,222 | ||||||||||
Convertible Debt [Member] | Baybridge Convertible Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unamortized discount | 62,100 | 62,100 | 62,100 | |||||||||
Note conversions | 207,500 | $ 52,000 | $ 408,000 | $ 105,000 | $ 275,000 | 772,500 | 1,047,500 | |||||
Interest Converted | $ 4,303 | $ 4,428 | $ 6,090 | $ 20,717 | $ 0 | $ 35,538 | ||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 16,008,198 | 1,547,452 | 2,435,823 | 493,007 | 404,412 | 20,888,892 | ||||||
Derivative liability | $ 113,846 | $ 542,733 | 113,846 | $ 542,733 | $ 113,846 | |||||||
Gain (loss) on embedded derivative, net | (677,380) | |||||||||||
Extinguishment Of Derivative Liability | 27,686 | |||||||||||
Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note One [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | $ 270,000 | 840,000 | ||||||||||
Unamortized discount | $ 53,200 | $ 84,583 | ||||||||||
Stated interest rate | 12.00% | 12.00% | ||||||||||
Average VWAP for redemption | 85.00% | |||||||||||
Measurement period after conversion date | 5 days | 5 days | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.15 | $ 3 | ||||||||||
Debt conversion, average lowest closing price | 70.00% | |||||||||||
Ownership of outstanding stock, percentage | 9.99% | |||||||||||
Accrued interest | $ 16,800 | |||||||||||
Extinguishment Of Derivative Liability | 27,686 | |||||||||||
Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | 63,000 | 63,000 | 63,000 | |||||||||
Accrued interest | 220 | 220 | 220 | |||||||||
Unsecured Debt [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | 300,000 | 300,000 | 300,000 | |||||||||
Unsecured Debt [Member] | Twelve Percent Promissory Note Due December 29, 2018 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | 200,000 | $ 200,000 | ||||||||||
Stated interest rate | 12.00% | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note One [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Derivative liability | $ 542,733 | $ 542,733 | ||||||||||
Gain (loss) on embedded derivative, net | 515,047 | |||||||||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Derivative liability | $ 276,179 | $ 113,846 | 113,846 | $ 113,846 | ||||||||
Gain (loss) on embedded derivative, net | $ 162,333 | |||||||||||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.74 | 0.74 | 0.74 | |||||||||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.12 | 0.12 | 0.12 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt instrument, measurement input | 0 | 0 | 0 |
CONVERTIBLE NOTES (Bellridge Co
CONVERTIBLE NOTES (Bellridge Convertible Notes) (Details) | Oct. 18, 2018USD ($)$ / shares | Sep. 14, 2018USD ($)$ / shares | Jul. 25, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Nov. 16, 2017USD ($) |
Class of Stock [Line Items] | ||||||||
Note conversions | $ 0 | $ 55,067 | ||||||
Ownership of outstanding stock, percentage | 1.00% | |||||||
Derivative liability | $ 10,114,452 | $ 10,114,452 | 6,406,833 | |||||
Gain (loss) on embedded derivative, net | (138,392) | |||||||
Unsecured Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, principal | 300,000 | 300,000 | ||||||
Aggregate principal amount of notes outstanding | 300,000 | 300,000 | ||||||
Promissory Notes [Member] | Unsecured Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, principal | $ 275,000 | $ 275,000 | ||||||
Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Converted | $ 26,466 | 20,071 | 4,000 | $ 2,104 | 6,104 | |||
Aggregate principal amount of notes outstanding | $ 150,000 | 300,000 | 455,000 | 455,000 | ||||
Unamortized discount | $ 4,929 | 123,360 | 123,360 | |||||
Stated interest rate | 12.00% | 12.00% | ||||||
Conversion price (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||
Debt conversion, average lowest closing price | 85.00% | 70.00% | 80.00% | |||||
Note conversions | $ 250,000 | $ 107,500 | $ 137,500 | $ 245,000 | ||||
Measurement period after conversion date | 5 days | 5 days | 10 days | |||||
Ownership of outstanding stock, percentage | 4.99% | |||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 7,554,399 | 3,715,476 | 11,269,875 | |||||
Accrued interest | $ 40,997 | $ 40,997 | ||||||
Derivative liability | 486,279 | 486,279 | $ 0 | |||||
Gain (loss) on embedded derivative, net | 131,236 | |||||||
Embedded Derivative Financial Instruments [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Derivative liability | $ 119,039 | $ 32,145 | $ 203,859 | $ 486,279 | 486,279 | |||
Gain (loss) on embedded derivative, net | $ (131,236) | |||||||
Measurement Input, Discount Rate [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, measurement input | 0.12 | 0.12 | ||||||
Measurement Input, Expected Dividend Rate [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, measurement input | 0 | 0 | ||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, measurement input | 0.40 | 0.40 | ||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, measurement input | 0.74 | 0.74 |
CONVERTIBLE NOTES (PowerUp Conv
CONVERTIBLE NOTES (PowerUp Convertible Notes) (Details) | Oct. 17, 2018USD ($) | Sep. 04, 2018USD ($) | Aug. 01, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | ||||||
Ownership of outstanding stock, percentage | 1.00% | |||||
Derivative liability | $ 10,114,452 | $ 10,114,452 | $ 6,406,833 | |||
Gain (loss) on embedded derivative, net | (138,392) | |||||
Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Aggregate principal amount of notes outstanding | $ 42,500 | $ 52,500 | $ 130,000 | 225,000 | 225,000 | |
Stated interest rate | 8.00% | 8.00% | 8.00% | |||
Interest rate in event of default | 22.00% | 22.00% | 22.00% | |||
Debt conversion, average lowest closing price | 65.00% | 65.00% | 65.00% | |||
Measurement period after conversion date | 10 days | 10 days | 10 days | |||
Ownership of outstanding stock, percentage | 4.99% | |||||
Accrued interest | 6,388 | 6,388 | ||||
Derivative liability | 511,137 | 511,137 | $ 0 | |||
Gain (loss) on embedded derivative, net | 264,277 | |||||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Derivative liability | $ 39,865 | $ 128,613 | $ 78,382 | 511,137 | $ 511,137 | |
Gain (loss) on embedded derivative, net | $ (264,277) | |||||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument, measurement input | 0.12 | 0.12 | ||||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument, measurement input | 0 | 0 | ||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument, measurement input | 0.70 | 0.70 | ||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument, measurement input | 0.76 | 0.76 |
CONVERTIBLE NOTES (EMA Converti
CONVERTIBLE NOTES (EMA Convertible Note) (Details) | Aug. 29, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Short-term Debt [Line Items] | |||
Derivative liability | $ 10,114,452 | $ 6,406,833 | |
Gain (loss) on embedded derivative, net | $ (138,392) | ||
Ownership of outstanding stock, percentage | 1.00% | ||
Convertible Debt [Member] | EMA Convertible Note [Member] | |||
Short-term Debt [Line Items] | |||
Derivative liability | $ 240,156 | $ 0 | |
Gain (loss) on embedded derivative, net | 236,211 | ||
Aggregate principal amount of notes outstanding | $ 75,000 | 75,000 | |
Stated interest rate | 8.00% | ||
Interest rate in event of default | 22.00% | ||
Debt conversion, average lowest closing price | 65.00% | ||
Measurement period after conversion date | 10 days | ||
Ownership of outstanding stock, percentage | 4.99% | ||
Accrued interest | 2,038 | ||
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | EMA Convertible Note [Member] | |||
Short-term Debt [Line Items] | |||
Derivative liability | $ 3,945 | 240,156 | |
Gain (loss) on embedded derivative, net | $ (236,211) | ||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | EMA Convertible Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument, measurement input | 0.87 | ||
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | EMA Convertible Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument, measurement input | 0.12 | ||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | EMA Convertible Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument, measurement input | 0 |
SERIES A PREFERRED STOCK (Detai
SERIES A PREFERRED STOCK (Details) - USD ($) | Jun. 17, 2013 | Aug. 31, 2013 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2013 |
Class of Stock [Line Items] | ||||||
Preferred stock, value, issued | $ 6 | $ 6 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued (in shares) | 125,000 | 625,000 | 750,000 | |||
Share price (in dollars per share) | $ 8 | |||||
Preferred stock, value, issued | $ 6,000,000 | |||||
Preferred stock, dividend rate | 8.00% | |||||
Preferred stock, dividend, make-whole dividend rate to market value | 10.00% | |||||
Preferred stock, dividend issuance term | 4 years | |||||
Preferred stock, redemption, term, required make-whole dividend | 4 years | |||||
Preferred stock, conversion, required common share price (in dollars per share) | $ 232 | |||||
Preferred stock, conversion, required common share price, term | 20 days | |||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 | |||||
Preferred stock, shares outstanding (in shares) | 60,756 | 60,756 | ||||
Shares converted (in shares) | 104,785 | |||||
Accrued and unpaid dividends | $ 341,415 | |||||
Common stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of securities called by warrants (in shares) | 2,187 | 10,938 | 13,125 | |||
Proceeds from issuance of preferred stock | $ 1,000,000 | $ 5,000,000 | ||||
Series A, Buyer [Member] | Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding (in shares) | 104,785 | |||||
Common Shares Issued (in shares) | 173,947 |
SERIES K PREFERRED STOCK (Narra
SERIES K PREFERRED STOCK (Narrative) (Details) - Series K Preferred Stock [Member] - USD ($) | Jul. 27, 2017 | Feb. 24, 2017 | Feb. 08, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 0 | 2,810 | |||
Ownership percentage | 19.99% | 4.00% | |||
Private placement [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock | $ 20,000,000 | ||||
Issuance of stock (in shares) | 15,000 | 1,000 | |||
Proceeds from issuance of preferred stock | $ 15,000,000 | $ 1,000,000 | $ 9,010,000 | ||
Preferred stock, shares issued (in shares) | 9,010 | ||||
Convertible preferred stock, conversion price (in dollars per share) | $ 4 |
SERIES K PREFERRED STOCK (Summa
SERIES K PREFERRED STOCK (Summary of Closings and Proceeds Received) (Details) - Series K Preferred Stock [Member] - USD ($) | Jul. 27, 2017 | Feb. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 0 | 2,810 | ||
Private Placement, Closing Period Q1 2017 [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 150 | |||
Proceeds from issuance of preferred stock | $ 150,000 | |||
Private Placement, Closing Period Q2 2017 [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 4,100 | |||
Proceeds from issuance of preferred stock | $ 4,100,000 | |||
Private Placement, Closing Period Q3 2017 [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 4,760 | |||
Proceeds from issuance of preferred stock | $ 4,760,000 | |||
Private placement [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 9,010 | |||
Proceeds from issuance of preferred stock | $ 15,000,000 | $ 1,000,000 | $ 9,010,000 |
SERIES K PREFERRED STOCK (Sum_2
SERIES K PREFERRED STOCK (Summary of Conversion Activity of Series K Preferred Stock) (Details) - Series K Preferred Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | 15 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | |
Class of Stock [Line Items] | ||||
Principal Converted (in shares) | 2,810 | 3,000 | 3,200 | 9,010 |
Value of Preferred Shares | $ 2,810 | $ 3,000 | $ 3,200 | $ 9,010 |
Common Shares Issued (in shares) | 702,500 | 750,000 | 800,000 | 2,252,500 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Common Stock) (Details) | Jul. 20, 2018 | Jul. 19, 2018 | Dec. 31, 2018vote$ / sharesshares | Jul. 21, 2018shares | Dec. 31, 2017$ / sharesshares |
Class of Stock [Line Items] | |||||
Stock split, conversion ratio | 0.001 | 0.001 | |||
Common stock, shares issued (in shares) | 63,537,885 | 19,000,000 | 9,606,677 | ||
Common stock, shares outstanding (in shares) | 63,537,885 | 19,000,000 | 9,606,677 | ||
Common stock, shares authorized (in shares) | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, number of votes per share | vote | 1 | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Reverse stock split, proposed conversion ratio | 0.01 | ||||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Reverse stock split, proposed conversion ratio | 0.001 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) (Preferred Stock) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||||||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 06, 2017 | Nov. 30, 2017 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock dividends (in shares) | 272,532 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares outstanding (in shares) | 60,756 | 60,756 | |||||||
Shares converted (in shares) | 104,785 | ||||||||
Series B-1 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series B-2 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 1,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 1,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 3,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series D-1 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,500 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series E Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,800 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Amount converted | $ 120,000 | ||||||||
Dividends, preferred stock, paid-in-kind | $ 11,948 | ||||||||
Shares converted (in shares) | 120 | ||||||||
Series F Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 7,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Amount converted | $ 160,000 | ||||||||
Dividends, preferred stock, paid-in-kind | $ 467 | ||||||||
Preferred stock dividends (in shares) | 190,735 | ||||||||
Shares converted (in shares) | 160 | ||||||||
Series G Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Amount converted | $ 898,000 | ||||||||
Dividends, preferred stock, paid-in-kind | $ 75,066 | ||||||||
Preferred stock dividends (in shares) | 1,665,496 | ||||||||
Shares converted (in shares) | 898 | ||||||||
Series H Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,500 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series I Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 1,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Series J Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 1,350 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Amount converted | $ 275,000 | ||||||||
Dividends, preferred stock, paid-in-kind | $ 15,063 | ||||||||
Preferred stock dividends (in shares) | 386,551 | ||||||||
Shares converted (in shares) | 275 | ||||||||
Number of shares exchanged (in shares) | 1,075 | 675 | 400 | ||||||
Amount exchanged | $ 1,075,000 | ||||||||
Accrued dividends | 125,639 | ||||||||
Series J-1 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 1,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||
Amount converted | 700,000 | ||||||||
Dividends, preferred stock, paid-in-kind | $ 55,305 | ||||||||
Preferred stock dividends (in shares) | 500,000 | ||||||||
Shares converted (in shares) | 700 | ||||||||
Series K Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 | |||||||
Preferred stock, shares outstanding (in shares) | 2,810 | 0 | |||||||
Shares converted (in shares) | 2,810 | 3,000 | 3,200 | 9,010 |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) (Warrants) (Details) - USD ($) | Dec. 15, 2017 | Aug. 10, 2017 | Jul. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||||||
Class of warrant or right, outstanding (in shares) | 200,000 | 250,000 | 250,000 | 0 | 700,000 | 0 |
Exercise price of warrants (in dollars per share) | $ 1.8 | $ 3 | $ 4 | |||
Class Of warrants and rights, maximum ownership percentage threshold for conversion | 9.99% | 9.99% | 9.99% | |||
Fair value adjustments, stock price (in dollars per share) | $ 0.8 | $ 1.5 | $ 0.7 | |||
Derivative - expected annual volatility | 99.00% | 230.00% | 234.00% | |||
Fair value assumptions, risk free interest rate | 1.48% | 1.22% | 1.23% | |||
Warrants and rights outstanding | $ 10,035 | $ 246,803 | $ 88,937 |
STOCKHOLDERS' EQUITY (DEFICIT_5
STOCKHOLDERS' EQUITY (DEFICIT) (Summary of Warrant Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant Shares | ||
Outstanding, beginning balance (in shares) | 700,000 | 0 |
Granted (in shares) | 0 | 700,000 |
Exercised (in shares) | 0 | 0 |
Canceled/Expired (in shares) | (700,000) | 0 |
Outstanding, ending balance (in shares) | 0 | 700,000 |
Exercisable (in shares) | 0 | |
Warrant Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 3.01 | $ 0 |
Granted (in dollars per share) | 0 | 3.01 |
Exercised (in dollars per share) | 0 | 0 |
Canceled/Expired (in dollars per share) | 3.01 | 0 |
Outstanding, ending balance (in dollars per share) | 0 | $ 3.01 |
Exercisable (in dollars per share) | $ 0 |
EQUITY PLANS AND SHARE-BASED _3
EQUITY PLANS AND SHARE-BASED COMPENSATION (Narrative) (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 01, 2008 | Dec. 31, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option plan term | 10 years | |||||
Option plan term for options granted to an optionee owning more than 10% | 5 years | |||||
Optionee owner percentage | 10.00% | |||||
Exercise price to fair market value percentage | 110.00% | |||||
Non-statutory option granted exercise price to fair market value percentage | 85.00% | |||||
Share-based compensation cost | $ 29,265 | $ 123,268 | ||||
Restricted Stock Units and Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation cost | $ 0 | 26,330 | ||||
Number of shares available for grant (in shares) | 496 | |||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation cost | $ 29,265 | $ 96,938 | ||||
Total compensation cost not yet recognized | $ 9,578 | |||||
Recognized over a weighted average period | 5 months 16 days | |||||
Vested and expected to vest shares (in shares) | 109 | |||||
Number of shares available for grant (in shares) | 107 | |||||
Stock Option Plan 2005 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 270,000 | 170,000 | ||||
Restricted Stock Plan 2008 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 750,000 | 125,000 | 75,000 |
EQUITY PLANS AND SHARE-BASED _4
EQUITY PLANS AND SHARE-BASED COMPENSATION (Share-based compensation cost by line item) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Research and development | $ 29,265 | $ 123,268 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Research and development | 642 | 18,231 |
Selling, general, administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Research and development | $ 28,623 | $ 105,037 |
EQUITY PLANS AND SHARE-BASED _5
EQUITY PLANS AND SHARE-BASED COMPENSATION (Share-based compensation cost by award type) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | $ 29,265 | $ 123,268 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | 29,265 | 96,938 |
Restricted Stock Units and Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | $ 0 | $ 26,330 |
EQUITY PLANS AND SHARE-BASED _6
EQUITY PLANS AND SHARE-BASED COMPENSATION (Schedule of stock option activity) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Option Shares | |||
Outstanding, beginning balance (in shares) | 195 | 250 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Canceled (in shares) | (85) | (55) | |
Outstanding, ending balance (in shares) | 110 | 195 | 250 |
Exercisable, ending balance (in shares) | 105 | ||
Weighted Average Remaining Contractual Life in Years | |||
Outstanding | 5 years 2 months 4 days | 7 years 3 months 25 days | 8 years 3 months 11 days |
Exercisable | 5 years 1 month 18 days |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 255,470,676 | |
Operating loss carryforwards, limitations on use | 255,470,676 | |
Valuation allowance | 71,968,000 | $ 77,458,000 |
Increase (decrease) in valuation allowance | $ 5,490,000 |
INCOME TAXES (Deferred Tax Asse
INCOME TAXES (Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Accrued Expenses | $ 30,000 | $ 0 |
Inventory Allowance | 184,000 | 141,000 |
Other | 11,000 | 13,000 |
Stock Based Compensation-Stock Options and Restricted Stock | 1,021,000 | 1,058,000 |
Tax effect of NOL carryforward | 64,519,000 | 67,852,000 |
Depreciation | 5,957,000 | 8,748,000 |
Amortization | (213,000) | (368,000) |
Disallowed interest expense | 452,000 | 0 |
Warranty reserve | 7,000 | 14,000 |
Net deferred tax asset | 71,968,000 | 77,458,000 |
Less valuation allowance | (71,968,000) | (77,458,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Tax Rate Reconcil
INCOME TAXES (Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 35.00% |
State statutory rate | 3.60% | 2.80% |
Change in rate | (0.80%) | 0.00% |
Permanent tax differences | (0.10%) | (2.30%) |
Derivative/Warrant Revaluation | 0.00% | 8.40% |
Debt Discount | 0.00% | (5.50%) |
Loss on Extinguishment of Liabilities | (3.50%) | (4.90%) |
Deferred true-ups | (54.20%) | 0.00% |
Other | 0.00% | (0.90%) |
Change in valuation allowance | 34.00% | (32.60%) |
Effective tax rate | 0.00% | 0.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jan. 19, 2017 | Dec. 06, 2016 | Dec. 31, 2018 | Dec. 31, 2016 | Aug. 29, 2016 |
Related Party Transaction [Line Items] | |||||
Ownership of outstanding stock, percentage | 1.00% | ||||
Discount notes [Member] | Tertius Financial Group Pte. Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of stock | $ 330,000 | ||||
Proceeds from promissory note | $ 200,000 | ||||
Debt, principal | $ 602,000 | ||||
Debt instrument, unamortized discount (premium), net | $ 60,000 | ||||
Discount notes [Member] | Private placement [Member] | Tertius Financial Group Pte. Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of stock | $ 330,000 | ||||
Common stock [Member] | Tertius Financial Group Pte. Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Issuance of stock (in shares) | 333,334 | ||||
Promissory note, accrued interest, current, retired for shares | $ 4,340 | ||||
Common stock [Member] | Discount notes [Member] | Tertius Financial Group Pte. Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stated interest rate | 6.00% | 6.00% | |||
Promissory note, current, retired for shares | $ 600,000 | ||||
Private Investor [Member] | Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 50.00% |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) | Jul. 01, 2006 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Contribution Plan [Line Items] | |||
Employee minimum age | 21 years | ||
Percent of employer contribution | 100.00% | ||
Percent of employee contribution that employer will match | 6.00% | ||
Employer discretionary contribution amount | $ 108,776 | $ 199,669 | |
Employees Hired Before January 1, 2010 [Member] | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 100.00% | ||
Employees Hired After January 1, 2010 [Member] | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 33.33% | ||
Vesting period | 3 years |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | Mar. 13, 2019USD ($) | Mar. 11, 2019USD ($)note$ / shares | Mar. 07, 2019USD ($) | Feb. 22, 2019USD ($) | Feb. 14, 2019USD ($) | Jan. 11, 2019USD ($)shares | Nov. 05, 2018 | Oct. 18, 2018USD ($)$ / shares | Oct. 17, 2018USD ($) | Sep. 14, 2018USD ($)$ / shares | Sep. 04, 2018USD ($) | Aug. 29, 2018USD ($) | Aug. 01, 2018USD ($) | Jul. 25, 2018USD ($)$ / shares | Feb. 08, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Mar. 31, 2017shares | Apr. 16, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($)shares | Nov. 07, 2018USD ($) | Nov. 30, 2017USD ($) |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt, principal | $ 5,378,062 | $ 5,461,819 | $ 5,378,062 | $ 5,461,819 | $ 5,378,062 | |||||||||||||||||||||||
Ownership of outstanding stock, percentage | 1.00% | |||||||||||||||||||||||||||
Note conversions | $ 0 | $ 55,067 | ||||||||||||||||||||||||||
Preferred stock dividends (in shares) | shares | 272,532 | |||||||||||||||||||||||||||
Convertible Debt [Member] | St. George Convertible Note [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt, principal | $ 800,000 | |||||||||||||||||||||||||||
Stated interest rate | 10.00% | |||||||||||||||||||||||||||
Interest rate in event of default | 22.00% | |||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 60.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 10 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 9.99% | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | 1,315,000 | 1,315,000 | 1,315,000 | |||||||||||||||||||||||||
Convertible Debt [Member] | St. George Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 400,000 | |||||||||||||||||||||||||||
Debt, principal | $ 1,220,000 | |||||||||||||||||||||||||||
Debt instrument, face amount sold and issued | $ 365,000 | |||||||||||||||||||||||||||
Stated interest rate | 10.00% | |||||||||||||||||||||||||||
Interest rate in event of default | 22.00% | |||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 60.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 10 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 9.99% | |||||||||||||||||||||||||||
Convertible Debt [Member] | Widjaja Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 330,000 | |||||||||||||||||||||||||||
Debt instrument, face amount sold and issued | $ 330,000 | |||||||||||||||||||||||||||
Stated interest rate | 12.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 5 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 19.99% | |||||||||||||||||||||||||||
Percent of average of two lowest volume weighted average prices | 80.00% | |||||||||||||||||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, amount | $ 176,000 | $ 1,250,000 | $ 1,426,000 | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 1,035,295 | 2,450,981 | 3,486,276 | |||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 3,359,539 | |||||||||||||||||||||||||||
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, amount | $ 115,000 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 9,595,327 | |||||||||||||||||||||||||||
Unsecured Convertible Debt [Member] | BayBridge Convertible Note One [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 160,000 | |||||||||||||||||||||||||||
Unsecured Convertible Debt [Member] | BayBridge Convertible Note Two [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | 150,000 | |||||||||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 225,000 | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 300,000 | 300,000 | $ 300,000 | |||||||||||||||||||||||||
Unsecured Debt [Member] | Promissory Note Three [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | 50,000 | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | 60,000 | |||||||||||||||||||||||||||
Proceeds from promissory note | 0.12 | |||||||||||||||||||||||||||
Convertible Debt [Member] | St. George Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 58,503,244 | |||||||||||||||||||||||||||
Note conversions | $ 106,750 | |||||||||||||||||||||||||||
Convertible Debt [Member] | BayBridge Convertible Note One [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | 123,817 | |||||||||||||||||||||||||||
Convertible Debt [Member] | BayBridge Convertible Note Two [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 127,280 | |||||||||||||||||||||||||||
Convertible Debt [Member] | Baybridge Convertible Note [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | 0 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 16,008,198 | 1,547,452 | 2,435,823 | 493,007 | 404,412 | 20,888,892 | ||||||||||||||||||||||
Note conversions | $ 207,500 | $ 52,000 | $ 408,000 | $ 105,000 | $ 275,000 | 772,500 | $ 1,047,500 | |||||||||||||||||||||
Convertible Debt [Member] | Baybridge Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stated interest rate | 12.00% | |||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 65.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 5 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 9.99% | |||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 61,611,485 | |||||||||||||||||||||||||||
Number of promissory notes exchanged | note | 2 | |||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.003 | |||||||||||||||||||||||||||
Note conversions | $ 222,500 | |||||||||||||||||||||||||||
Convertible Debt [Member] | PowerUp Convertible Note [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | 225,000 | |||||||||||||||||||||||||||
Stated interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||
Interest rate in event of default | 22.00% | 22.00% | 22.00% | |||||||||||||||||||||||||
Debt conversion, average lowest closing price | 65.00% | 65.00% | 65.00% | |||||||||||||||||||||||||
Measurement period after conversion date | 10 days | 10 days | 10 days | |||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 42,500 | $ 52,500 | $ 130,000 | 225,000 | 225,000 | 225,000 | ||||||||||||||||||||||
Note conversions | 0 | |||||||||||||||||||||||||||
Convertible Debt [Member] | PowerUp Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 54,500 | $ 54,500 | ||||||||||||||||||||||||||
Stated interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||
Interest rate in event of default | 22.00% | 22.00% | ||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 65.00% | 65.00% | ||||||||||||||||||||||||||
Measurement period after conversion date | 10 days | 10 days | ||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 38,696,339 | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 54,500 | $ 54,500 | ||||||||||||||||||||||||||
Note conversions | $ 182,500 | |||||||||||||||||||||||||||
Convertible Debt [Member] | EMA Convertible Note [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | 75,000 | |||||||||||||||||||||||||||
Stated interest rate | 8.00% | |||||||||||||||||||||||||||
Interest rate in event of default | 22.00% | |||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 65.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 10 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 75,000 | $ 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||
Note conversions | 0 | |||||||||||||||||||||||||||
Convertible Debt [Member] | Bellridge Convertible Note [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 150,000 | |||||||||||||||||||||||||||
Stated interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 85.00% | 70.00% | 80.00% | |||||||||||||||||||||||||
Measurement period after conversion date | 5 days | 5 days | 10 days | |||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 7,554,399 | 3,715,476 | 11,269,875 | |||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 150,000 | $ 300,000 | $ 455,000 | $ 455,000 | $ 455,000 | |||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||
Note conversions | $ 250,000 | $ 107,500 | $ 137,500 | $ 245,000 | ||||||||||||||||||||||||
Convertible Debt [Member] | Bellridge Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 47,400,806 | |||||||||||||||||||||||||||
Note conversions | $ 65,615 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Shares converted (in shares) | shares | 104,785 | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Shares converted (in shares) | shares | 12,656 | |||||||||||||||||||||||||||
Dividends, preferred stock, paid-in-kind | $ 70,527 | |||||||||||||||||||||||||||
Preferred stock dividends (in shares) | shares | 9,795,398 | |||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Pre-penalty amount | $ 27,000 | |||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | 75,000 | |||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Debt [Member] | EMA Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
New notes | $ 75,000 | |||||||||||||||||||||||||||
Stated interest rate | 8.00% | |||||||||||||||||||||||||||
Debt conversion, average lowest closing price | 65.00% | |||||||||||||||||||||||||||
Measurement period after conversion date | 10 days | |||||||||||||||||||||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||||||||||||||||||||
Aggregate principal amount of notes outstanding | $ 108,068.36 | |||||||||||||||||||||||||||
Debt instrument, premium | $ 27,000 | |||||||||||||||||||||||||||
Scenario, Forecast [Member] | Building [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Gross sales price | $ 13,000,000 |