Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | May 15, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Jerrick Media Holdings, Inc. | ||
Entity Central Index Key | 1,357,671 | ||
Trading Symbol | JMDA | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,853,263 | ||
Entity Common Stock, Shares Outstanding | 40,524,432 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 111,051 | $ 174,494 |
Accounts receivable | 1,325 | |
Prepaid expenses | 10,000 | |
Total Current Assets | 112,376 | 184,494 |
Property and equipment, net | 48,056 | 71,829 |
Security deposit | 17,000 | 38,445 |
Minority investment in business | 83,333 | |
Total Assets | 177,432 | 378,101 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,462,106 | 1,387,068 |
Accrued dividends | 472,444 | 259,170 |
Demand loan | 10,366 | 10,366 |
Convertible Notes, net | 96,500 | 268,823 |
Current portion of capital lease payable | 4,732 | 3,524 |
Note payable - related party, net | 1,249,000 | 1,365,325 |
Note payable, net | 689,500 | 15,579 |
Line of credit - related party | 130,000 | |
Line of credit | 44,996 | 235,141 |
Total Current Liabilities | 4,159,644 | 3,544,996 |
Non-current Liabilities: | ||
Capital lease payables | 1,208 | |
Convertible Notes - related party, net | 1,345,246 | |
Convertible Notes, net | 2,512,293 | |
Total Non-Current Liabilities | 3,857,539 | 1,208 |
Total Liabilities | 8,017,183 | 3,546,204 |
Stockholders' Deficit | ||
Common stock par value $0.001: 300,000,000 shares authorized; 39,520,682 and 33,894,592 issued and outstanding as of December 31, 2017 and 2016 respectively | 39,521 | 33,895 |
Additional paid in capital | 14,387,247 | 10,075,941 |
Accumulated deficit | (22,247,551) | (13,277,981) |
Less: Treasury stock, 220,000 and 0 shares, respectively, at cost | (19,007) | |
Total stockholders' deficit | (7,839,751) | (3,168,103) |
Total Liabilities and Stockholders' Deficit | 177,432 | 378,101 |
Series A Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock value | 31 | 33 |
Total stockholders' deficit | 31 | 33 |
Series B Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock value | 8 | 8 |
Total stockholders' deficit | 8 | 8 |
Series D Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock value | 1 | |
Total stockholders' deficit | $ 1 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 39,520,682 | 33,894,592 |
Common stock, shares outstanding | 39,520,682 | 33,894,592 |
Treasury stock, shares | 220,000 | 0 |
Series A Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 100,000 | 100,000 |
Preferred stock, shares issued | 31,581 | 33,314 |
Preferred stock, shares outstanding | 31,581 | 33,314 |
Series B Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 20,000 | 20,000 |
Preferred stock, shares issued | 8,063 | 8,063 |
Preferred stock, shares outstanding | 8,063 | 8,063 |
Series D Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 2,100,000 | 2,100,000 |
Preferred stock, shares issued | 0 | 914 |
Preferred stock, shares outstanding | 0 | 914 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 95,653 | $ 223,927 |
Cost of revenue | 43,321 | |
Gross margin | 95,653 | 180,606 |
Operating expenses | ||
Compensation | 1,480,082 | 1,134,170 |
Consulting fees | 1,216,189 | 1,350,917 |
Share based payments | 1,262,377 | 332,711 |
General and administrative | 1,699,333 | 1,054,564 |
Total operating expenses | 5,657,981 | 3,872,362 |
Loss from operations | (5,562,328) | (3,691,756) |
Other income (expenses) | ||
Interest expense | (477,005) | (3,474,529) |
Accretion of debt discount and issuance cost | (1,828,027) | (235,622) |
Change In derivative liability | (64,346) | |
Settlement of vendor liabilities | 167,905 | |
Loss on extinguishment of debt | (906,531) | |
Gain on settlement of debt | 2,079 | |
Impairment of minority investment | (83,333) | |
Gain on the sale of assets | 10,000 | |
Other income (expenses), net | (3,189,258) | (3,700,151) |
Loss before income tax provision | (8,751,586) | (7,391,907) |
Income tax provision | ||
Net loss | $ (8,751,586) | $ (7,391,907) |
Per-share data | ||
Basic and diluted loss per share | $ (0.23) | $ (0.23) |
Weighted average number of common shares outstanding | 38,601,987 | 32,046,149 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Series A Preferred Stock | Series B Preferred Stock | Series D Preferred stock | Common Stock | Treasury stock | Additional paid in capital | Accumulated deficit |
Beginning balance at Dec. 31, 2015 | $ (360,465) | $ 33 | $ 7 | $ 28,500 | $ 5,319,835 | $ (5,708,840) | ||
Beginning balance, shares at Dec. 31, 2015 | 33,314 | 7,000 | 28,500,000 | |||||
Net proceeds from issuance of common stock and warrants | 344,248 | $ 667 | 343,581 | |||||
Net proceeds from issuance of common stock and warrants, shares | 666,666 | |||||||
Issuance of common stock for cashless exercise of warrants | $ 393 | (393) | ||||||
Issuance of common stock for cashless exercise of warrants, shares | 392,764 | |||||||
Conversion of series D preferred stock to common stock | $ (1) | $ 1,099 | (1,098) | |||||
Conversion of series D preferred stock to common stock, shares | (1,099) | 1,098,933 | ||||||
Conversion of interest to series B preferred stock | 108,844 | $ 1 | 108,843 | |||||
Conversion of interest to series B preferred stock, shares | 1,063 | |||||||
Conversion of common stock to Series D preferred stock | 2 | $ 2 | ||||||
Conversion of common stock to Series D preferred stock, shares | 2,013 | |||||||
Common stock issued commissions and placement agreement | 322 | $ 322 | ||||||
Common stock issued commissions and placement agreement, shares | 322,015 | |||||||
Issuance of common stock for cash | 2,626 | $ 2,626 | ||||||
Issuance of common stock for cash, shares | 2,626,308 | |||||||
Recapitalization | 288 | $ 288 | ||||||
Recapitalization, shares | 287,896 | |||||||
Liquidated damages on preferred stock and warrants | 3,329,993 | 3,329,993 | ||||||
Stock warrants issued with convetible notes | 255,203 | 255,203 | ||||||
Stock warrants issued with promissory note | 41,633 | 41,633 | ||||||
Stock based compensation | 484,692 | 484,692 | ||||||
Stock warrants issued with note payable - related party | 193,652 | 193,652 | ||||||
Dividends | (177,234) | (177,234) | ||||||
Net loss for the year ended | (7,391,907) | (7,391,907) | ||||||
Ending balance at Dec. 31, 2016 | (3,168,103) | $ 33 | $ 8 | $ 1 | $ 33,895 | 10,075,941 | (13,277,981) | |
Ending balance, shares at Dec. 31, 2016 | 33,314 | 8,063 | 914 | 33,894,582 | ||||
Conversion of series A to common stock | 4,710 | $ (2) | $ 1,146 | 3,566 | ||||
Conversion of series A to common stock, shares | (1,733) | 1,146,307 | ||||||
Conversion of series D to common stock | $ (1) | $ 266 | (265) | |||||
Conversion of series D to common stock, shares | (914) | 266,325 | ||||||
Common stock issued to settle vendor liabilities | 185,827 | $ 1,179 | 184,648 | |||||
Common stock issued to settle vendor liabilities, shares | 1,179,107 | |||||||
Stock based compensation | 1,248,379 | $ 789 | 1,247,590 | |||||
Stock based compensation, shares | 788,395 | |||||||
Stock warrants issued with note payable - related party | 638,859 | 675,581 | ||||||
Stock warrants issued with note payable | 1,849,045 | 1,812,323 | ||||||
Common stock issued for services | 307,424 | $ 1,868 | 305,559 | |||||
Common stock issued for services, shares | 1,867,633 | |||||||
Common stock issued with note payable | 82,682 | $ 378 | 82,304 | |||||
Common stock issued with note payable, shares | 378,333 | |||||||
Purchase of treasury stock | (19,007) | $ (19,007) | ||||||
Purchase of treasury stock, shares | (220,000) | |||||||
Dividends | (217,984) | (217,984) | ||||||
Net loss for the year ended | (8,751,586) | (8,751,586) | ||||||
Ending balance at Dec. 31, 2017 | $ (7,839,751) | $ 31 | $ 8 | $ 39,521 | $ (19,007) | $ 14,387,247 | $ (22,247,551) | |
Ending balance, shares at Dec. 31, 2017 | 31,581 | 8,063 | 39,520,682 | (220,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,751,586) | $ (7,391,907) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 38,435 | 42,634 |
Accretion of debt issuance costs | 303,799 | |
Accretion of debt discount | 1,524,228 | 235,622 |
Share-based compensation | 1,262,377 | 463,503 |
Loss on settlement of vendor liabilities | (167,905) | |
Gain on settlement of debt | (2,079) | |
Impairment of minority investment | 83,333 | |
Change in fair value of derivative liability | 64,346 | |
Loss on extinguishment of debt | 906,531 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10,000 | (10,000) |
Accounts receivable | (1,325) | |
Security deposit | 21,445 | (21,445) |
Accounts payable and accrued expenses | 855,849 | 834,487 |
Accrued liquidating damages | 3,329,993 | |
Net Cash Used In Operating Activities | (3,852,552) | (2,517,113) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for property and equipment | (14,662) | (43,957) |
Net Cash Used In Investing Activities | (14,662) | (43,957) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of loans | (107,887) | |
Net proceeds from issuance of notes | 1,441,585 | 146,000 |
Repayment of notes | (100,000) | |
Net proceeds from issuance of preferred stock | 344,250 | |
Proceeds from issuance of demand loan | 10,366 | |
Proceeds from issuance of convertible note | 2,201,500 | 550,000 |
Repayment of convertible notes | (477,777) | (50,000) |
Proceeds from issuance of convertible notes - related party | 655,000 | |
Proceeds from issuance of note payable - related party | 529,000 | 1,446,500 |
Repayment of note payable - related party | (145,000) | (1,500) |
Proceeds from issuance of line of credit | 39,195 | |
Proceeds from issuance of line of credit - related party | 130,000 | |
Repayment of line of credit | (199,574) | (24,007) |
Cash paid for debt issuance costs | (211,956) | (55,982) |
Purchase of treasury stock | (19,007) | |
Net Cash Provided By Financing Activities | 3,803,771 | 2,296,935 |
Net Change in Cash | (63,443) | (264,135) |
Cash - Beginning of Year | 174,494 | 438,629 |
Cash - End of Year | 111,051 | 174,494 |
Cash Paid During the Year for: | ||
Income taxes | ||
Interest | 3,534 | 5,738 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Settlement of vendor liabilities | 353,732 | |
Conversion of interest | 108,843 | |
Debt discount on convertible note | 1,006,753 | 24,425 |
Debt discount on related party note payable | 198,702 | 218,800 |
Debt discount on note payable | 483,745 | |
Accrued dividends | 217,985 | 177,234 |
Warrants at issuance of debt | 490,488 | |
Liquidated damages | 3,329,993 | |
Derivative liability ceases to exist | 383,993 | |
Conversion of note payable and interest into convertible notes | 765,656 | |
Conversion of note payable - related party and interest into convertible notes - related party | $ 801,026 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Operations [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Jerrick Media” or “Jerrick”) (formerly Great Plains Holdings, Inc. or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business through the acquisition and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing properties. Historically, the Company has principally engaged in the manufacture and marketing of the LiL Marc, a plastic boys’ toilet-training device, which we discontinued as of December 31, 2014. On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 28,500,000 shares of GTPH’s common stock. GTPH assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. Jerrick Media is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick’s content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2017 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 - Significant and Critical Accounting Policies and Practices Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with US 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2017, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100 % All inter-company balances and transactions have been eliminated. On May 12, 2017, the Company assigned the right, title and interest to all of the membership interests of certain of it’s inactive business subsidiaries, with the exception of Jerrick Ventures LLC, to the Company’s Chief Executive Officer, Jeremy Frommer, in consideration for Mr. Frommer’s assumption of all liabilities of such subsidiaries, if any, with such assignment and assumption effected entirely in the interest of corporate efficiency. The Board reviewed the transaction and believes it to be fair in all respects, deeming it to advance the Company’s business interests by allowing the Company to divest non-producing and non-operating subsidiaries at no cost to the Company. All of the Company’s operations have been, and will continue to be, run through its operating subsidiary, Jerrick Ventures LLC. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment and software 3 Furniture and fixture 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest is accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize gross revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. During the year ended the recorded revenue from the following sources products at auction, sponsored content and affiliate sites. Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period. Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes 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 changes in tax laws and rates on the date of enactment. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2017 and 2016 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Series A Preferred stock 192,567 203,134 Series B Preferred stock 40,929 40,929 Options 17,749,990 2,150,000 Warrants 46,193,779 15,541,666 Convertible notes - related party 7,080,128 - Convertible notes 17,749,990 1,344,115 Totals 88,773,887 19,035,781 Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. Recently Adopted Accounting Guidance In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 will not have a material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 will not have a material effect on its financial position or results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 won’t have a material effect on its financial position or results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 won’t have a material effect on its financial position or results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017. Recent Accounting Guidance Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its consolidated financial statements and disclosures. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of the new standard. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which 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. This standard is required to be adopted in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, 2017 December 31, 2016 Computer Equipment $ 234,315 $ 219,653 Furniture and Fixtures 61,803 61,803 296,118 281,456 Less: Accumulated Depreciation (248,062 ) (209,627 ) $ 48,056 $ 71,829 Depreciation expense was $38,435 and $42,634 for the year ended December 31, 2017 and 2016, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Line of Credit | Note 5 – Line of Credit Line of credit as of December 31, 2017 and 2016 is as follows: Outstanding Balances as of December 31, 2017 December 31, 2016 Revolving Note 44,996 203,988 Factoring Agreement - 31,153 $ 44,996 $ 235,141 On March 19, 2009, Astoria Surgical Supplies North LLC signed a revolving note (the “Revolving Note”) at PNC Bank (the “Bank”). The outstanding balance of this Note is limited to $200,000 and expired March 19, 2010. The outstanding balance accrues interest at a variable rate. The interest rate is subject to change based on changes in an independent index which is the highest Prime Rate as published in the “Money Rates” section of the Wall Street Journal. Interest is payable monthly and the rate as of December 31, 2017 and 2016 was 3.75% and 3.75%, respectively. The Company had been in payment default since March 19, 2010; however, on May 3, 2017, the Company agreed to pay back the line of credit by December 1, 2017. As of the date of this filing the Revolving Note has been paid off. The balance outstanding on the Revolving Note at December 31, 2017 and 2016 was $44,996 and $203,988, respectively. On October 4, 2016, the Company signed a revenue based factoring agreement (the “Factoring Agreement”) with Imperial Advance, LLC. The company received proceeds of $40,000 and agreed to pay $52,400 of future receivables. The note issued in connection with the Factoring Agreement is secured by an officer of the Company. On August 21, 2017, the Company and Imperial Advance, LLC entered into a Settlement Agreement pursuant to which the Company agreed to pay Imperial Advance, LLC $9,368 by August 23, 2017. The company recorded a gain on settlement of debt of $2,079. The balance outstanding on the revenue based factoring agreement at December 31, 2017 and 2016 was $0 and $31,153, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable as of December 31, 2017 and 2016 is as follows: Outstanding Principal as of Warrants December 31, December 31, Interest Rate Maturity Date Quantity Exercise October 25, 2016 - 25,000 9 % July 1, 2017 50,000 $ 0.30 February 22, 2017 400,000 - 12 % September 1, 2017 2,450,000 $ 0.20 June 12, 2017 50,000 - 12 % September 1, 2017 35,000 $ 0.20 November 28, 2017 100,000 - 15 % January 12, 2018 - - November 29, 2017 50,000 - 15 % January 13, 2018 - - November 29, 2017 100,000 - 15 % January 13, 2018 - - 700,000 25,000 Less: Debt Discount (10,500 ) (9,421 ) Less: Debt Issuance Costs - - $ 689,500 $ 15,579 Private Placement Offering: From February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the “February 2017 Offering”) of the Company’s securities by entering into subscription agreements (the “Subscription Agreements”) with accredited investors (the “Accredited Investors”) for aggregate gross proceeds of $916,585 for which the Accredited Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the “February 2017 Offering Notes”) and warrants to purchase the Company’s common stock (the “February 2017 Offering Warrants”). The February 2017 Offering Notes are convertible into shares of the Company’s common stock at the time of Company’s next round of financing (the “Subsequent Offering”) at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the “Conversion Price”). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. The Warrants entitle the holder to purchase shares of the Company’s common stock at $0.20 per share (the “Exercise Price”) . The Conversion Price and the Exercise Price are subject to adjustments for issuances of (i) the Company’s common stock, (ii) any equity linked instruments or (iii) securities convertible into the Company’s common stock, at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants. Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the “February 2017 Offering Maturity Date”). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible Note Offering”). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. On June 12, 2017, the Company entered into a loan agreement (the “June 2017 Loan Agreement”) with an individual (the “June 2017 Lender”), the June 2017 Lender issued the Company a promissory note of $50,000 (the “June 2017 Note”). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 35,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the June 2017 Note was September 1, 2017 (the “June 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due. As of the date of the filing the note is in default. On July 21, 2017, the Company entered into a loan agreement (the “July 2017 Loan Agreement”) with an individual (the “July 2017 Lender”), the July 2017 Lender issued the Company a promissory note of $100,000 (the “July 2017 Note”). Pursuant to the July 2017 Loan Agreement, the July 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the July 2017 Loan Agreement, the Company issued the July 2017 Lender a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the July 2017 Note was April 21, 2017 (the “July 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2017 Note were due. On September 28, 2017, the July 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. On August 18, 2017, the Company entered into a loan agreement (the “August 2017 Loan Agreement”) with an individual (the “August 2017 Lender”), the August 2017 the Company issued the Lender a promissory note of $50,000 (the “August 2017 Note”). Pursuant to the August 2017 Loan Agreement, the August 2017 Note bears interest at a rate of 15% per annum. The maturity date of the August 2017 Note was October 2, 2017 at which time all outstanding principal, accrued and unpaid interest and other amounts due under the August 2017 Note were due. During September 2017, the August 2017 Note and accrued but unpaid interest was converted into the Company’s August Convertible Note Offering. On November 28, 2017, the Company entered into a loan agreement (the “First November 2017 Loan Agreement”) with an individual (the “First November 2017 Lender”), the First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017 Note”). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock issued at $0.20 per share). The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First November 2017 Note are due. On November 29, 2017, the Company entered into a loan agreement (the “Second November 2017 Loan Agreement”) with an individual (the “Second November 2017 Lender”), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017 Note”). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company’s common stock issued at $0.20 per share). The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second November 2017 Note are due. On November 29, 2017, the Company entered into a loan agreement (the “Third November 2017 Loan Agreement”) with an individual (the “Third November 2017 Lender”), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017 Note”). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock issued at $0.20 per share). The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Convertible Note Payable | Note 7 – Convertible Note Payable Convertible notes payable as of December 31, 2017 and 2016 is as follows: Outstanding Principal as of Warrants December 31, 2017 December 31, 2016 Interest Conversion Maturity Date Quantity Exercise November – December, 2016 25,000 400,000 10 % 0.30 November 1, 2017 400,000 0.30 December 27, 2016 - 100,000 10 % 0.30 December 27, 2017 100,000 0.30 June, 2017 71,500 - 12 % Not Applicable September 1, 2017 114,700 0.20 July, 2017 - - 8.5 % 0.20 (*) April 11, 2018 350,000 0.20 August – November 2017 2,943,884 - 15 % 0.20 (*) August – November 2019 14,716,419 0.20 December 21, 2017 100,000 3,140,384 500,000 Less: Debt Discount (452,022 ) (184,398 ) Less: Debt Issuance Costs (79,569 ) (46,779 ) 2,672,574 268,823 Less: Current Debt (96,500 ) (268,823 ) Total Long-Term Debt $ 2,512,293 $ - (*) As subject to adjustment as further outlined in the notes During the months of November and December 2016, the Company issued convertible notes to third party lenders totaling $400,000. These notes accrue interest at a rate of 10% per annum and mature with interest and principal both due on November 1, 2017 through December 29, 2017. The notes and accrued interest are convertible at a conversion price as defined therein. In addition, in connection with the notes the Company issued five-year warrants to purchase an aggregate of 400,000 shares of Company common stock at a purchase price of $0.30 per share. The investors converted $375,000 of principal and $30,719 of interest into the August 2017 Convertible Note Offering. On December 27, 2016, the Company issued a convertible note to a third party lender totaling $100,000 (the “December 2016 Note”). The December 2016 Note accrues interest at 10% per annum and matures with interest and principal both due on December 27, 2017. In addition, the Company issued a warrant to purchase 100,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.40 per share for a period of five years from the issue date. The December 2016 Note and accrued interest is convertible at a conversion price of $0.30 per share, subject to adjustment. On August 31, 2017 the investor converted $100,000 of principal and $6,767 of interest into the August 2017 Convertible Note Offering. During the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500. The notes accrue interest at 12% per annum and mature with interest and principal both due on September 1, 2017. The notes and accrued interest may be converted into a subsequent offering at a 15% discount to the offering price are convertible at a conversion price as defined therein. In addition, the Company issued warrants to purchase 67,550 shares of Company common stock. The warrants entitle the holders to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. As of December 31, 2018, the Company was currently in default on $71,500 in principal due on the notes. On February 8, 2018, the Company repurchased these notes and is no longer in default. The July 2017 Convertible Offering During the month of July 2017, the Company entered into Securities Purchase Agreements and conducted closings of a private placement offering (the “July 2017 Convertible Note Offering”) of the Company’s securities for aggregate gross proceeds of $445,000. In aggregate, the Company entered into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the “Debentures”) and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company’s common stock, par value $0.001 per share. The Warrants were immediately exercisable upon issuance at an exercise price of $0.20 per share, subject to adjustment, and expire five years from the date of issuance. The accredited investors also received a total of 245,000 shares of the Company’s common stock as inducement for participating in the July 2017 Convertible Note Offering (the “Consideration Shares”). During September 8, 2017 through September 13, 2017, the Company redeemed the 8.5% Convertible Redeemable Debentures by paying the three accredited investors an aggregate $606,812 representing 117.5% of the principal along with interest. Pursuant to such redemption, the Debentures are no longer in full force and effect. The Company also repurchased 220,000 consideration shares of one of the accredited investors for $19,007, cancelling the accredited investor’s Consideration Shares. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black Scholes model at the issuance date and the period end. The conversion feature of The July 2017 Convertible Offering issued during the year ended December 31, 2017, gave rise to a derivative liability of $332,942 which was recorded as a debt discount. The debt discount is charged to accretion of debt discount and issuance cost ratably over the term of the convertible note. The Company recorded an $78,823 debt discount relating to 778,750 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. The August 2017 Convertible Note Offering During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “August 2017 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $1,585,000. In addition, $1,217,177 of the Company’s short term debt along with accrued but unpaid interest of $40,146 was converted into the August Offering. The conversions resulted in the issuance of 6,791,419 warrants with a fair value of $583,681 and an original issue discount of $101,561. These were recorded as a loss on extinguishment of debt. The August Offering consisted of a maximum of $6,000,000 of units of the Company’s securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $472,675 debt discount relating to 7,925,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. In connection with the Offering, the Company paid a placement agent a cash fee of $90,508 to carry out the Offering on a “best-efforts” basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost. On December 27, 2017, the Company issued a convertible note to a third party lender totaling $100,000 (the “First December 2017 Note”). The First December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $35,525 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The First December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The First December 2017 Note is secured by a second priority lien on the assets of the Company. |
Related Party Loan
Related Party Loan | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Loan [Abstract] | |
Related Party Loan | Note 8 – Related Party Loan Convertible notes Convertible notes payable – related party as of December 31, 2017 and 2016 is as follows: Outstanding Principal as of Warrants December 31, 2017 December 31, Interest Rate Maturity Date Quantity Exercise August – October 2017 1,416,026 - 15 % August – October 2019 4,589,466 0.20 December 21, 2018 100,000 15 % December 21, 2019 500,000 0.20 1,516,026 - Less: Debt Discount (170,780 ) - 1,345,246 - Less: Current Debt - - Total Long-Term Debt $ 1,345,246 $ - On April 25, 2017, the Company issued convertible notes to Arthur Rosen, a lender, totaling $25,000 (the “April Rosen Notes”). The April Rosen Notes accrue interest at 12% per annum and mature with interest and principal both due on September 1, 2017. In addition, in connection with the April Rosen Notes, the Company issued a five-year warrant to purchase 17,500 shares of Company common stock at a purchase price of $0.20 per share. On September 7, 2017, the April Rosen Notes and accrued interest was converted into the August 2017 Convertible Note Offering. On April 25, 2017, the Company issued a convertible note to Chris Gordon, a lender totaling $25,000 (the “April Gordon Notes”). The April Gordon Notes accrue interest at 12% per annum and matures with interest and principal both due on September 1, 2017. In addition, the Company issued a five-year warrant to purchase 17,500 shares of Company common stock at a purchase price of $0.20 per share. The April Gordon Notes and accrued interest were converted into the August 2017 Convertible Note Offering. The August 2017 Convertible Note Offering – Related Party During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “The August 2017 Convertible Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $505,000. In addition, $645,000 of the Company’s short term debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering. The conversions resulted in the issuance of 4,555,129 warrants with a fair value of $440,157 and the increase of principal of $60,000. These resulted in a loss on extinguishment of debt of $500,157. The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a “Unit” and collectively, the “Units”), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “Note” and together the “Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant ( each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $160,700 debt discount relating to 2,525,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. On December 21, 2017, the Company issued a convertible note to a third party lender totaling $100,000 (the “Second December 2017 Note”). The Second December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $36,722 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The Second December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second December 2017 Note is secured as a second priority lien on the assets of the Company. Notes payable Notes payable – related party as of December 31, 2017 and 2016 is as follows: Outstanding Principal as of Warrants December 31, 2017 December 31, 2016 Interest Rate Maturity Date Quantity Exercise Price May 26, 2016 1,000,000 1,000,000 13 % November 26, 2017 1,000,000 0.40 September 12, 2016 - 100,000 12 % November 22, 2017 17,500 0.20 September 20, 2016 - 10,000 10 % March 20, 2017 235,000 0.40 October 13, 2016 - 50,000 12 % November 22, 2017 50,000 0.40 October 24, 2016 - 15,000 9 % January 1, 2018 30,000 0.30 October 31, 2016 - 10,000 10 % November 10, 2016 10,000 0.30 November 22, 2016 - 225,000 10 % November 22, 2017 750,000 0.30 December 21, 2016 - 50,000 10 % November 22, 2017 166,666 0.30 September 8, 2017 224,000 - 1 % September 24, 2017 125,000 0.20 November 20, 2017 25,000 - 15 % December 31, 2017 - - 1,249,000 1,460,000 Less: Debt Discount (-) (94,675 ) $ 1,249,000 $ 1,365,325 On May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company a secured term loan of $1,000,000 (the “May 2016 Rosen Loan”). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $0.40 per share (the “May 2016 Rosen Warrant”). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 26 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $150,127.97 (the “May 26 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 26 Rosen Loan Interest was deemed paid in full through the Conversion Date. On September 12, 2016, the Company entered into a loan agreement (the “September 2016 Rosen Loan Agreement”) with Rosen, pursuant to which on September 12, 2016 (the “Closing Date”), the Company issued Rosen a promissory note of $100,000 (the “September 2016 Rosen Note”). Pursuant to the September 2016 Rosen Loan Agreement, the September 2016 Rosen Note bears interest at a rate of 12% per annum. As additional consideration for entering in the September 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 150,000 shares of the Company’s common stock at a purchase price of $0.40 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On October 13, 2016, the Company entered into a loan agreement (the “October 2016 Gordon Loan Agreement”) with Chris Gordon, an individual (the “Gordon”), pursuant to which on October 13, 2016 (the “Closing Date”), the Company issued a promissory note of $50,000 to Gordon (the “October 2016 Gordon Note”). Pursuant to the October 2016 Gordon Loan Agreement, the October 2016 Gordon Note bears interest at a rate of 12% per annum. As additional consideration for entering in the October 2016 Gordon Loan Agreement, the Company issued Gordon a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.40 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On October 24, 2016, the Company entered into a loan agreement (the “October 2016 Schiller Loan Agreement”) with Leonard Schiller, a Board Member (the “Schiller”), pursuant to which on October 24, 2016 (the “Closing Date”), the Company issued Schiller a promissory note of $15,000 (the “October 2016 Schiller Note”). Pursuant to the October 2016 Schiller Loan Agreement, the October 2016 Schiller Note bears interest at a rate of 9% per annum. As additional consideration for entering in the October 2016 Schiller Loan Agreement, the Company issued Schiller a 5-year warrant to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On October 31, 2016, the Company entered into a loan agreement (the “October 2016 Rosen Loan Agreement”) with Rosen, pursuant to which on October 31, 2016 (the “Closing Date”), Company issued Rosen a promissory note of $10,000 (the “October 2016 Rosen Note”). Pursuant to the October 2016 Rosen Loan Agreement, the October 2016 Rosen Note bears interest at a rate of 10% per annum. As additional consideration for entering in the October 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On December 21, 2016, the Company entered into a loan agreement (the “December 2016 Gordon Loan Agreement”) with Gordon, pursuant to which on December 21, 2016 (the “Closing Date”), the Company issued Gordon a promissory note of $275,000 (the “December 2016 Gordon Note”). Pursuant to the December 2016 Gordon Loan Agreement, the December 2016 Gordon Note bears interest at a rate of 10% per annum. As additional consideration for entering in the December 2016 Gordon Loan Agreement, the Company issued Gordon a five-year warrant to purchase 166,666 shares of the Company’s common stock at a purchase price of $0.40 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On January 25, 2017, the Company entered into a loan agreement (the “January 2017 Rosen Loan Agreement”) with Rosen pursuant to which on January 25, 2017 (the “Closing Date”), the Company issued Rosen a promissory note of $50,000 (the “January 2017 Rosen Note”). The January 2017 Rosen Note is secured by an officer of the Company. Pursuant to the January 2017 Rosen Loan Agreement, the January 2017 Rosen Note bears interest at a rate of 10% per annum. As additional consideration for entering in the January 2017 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On January 26, 2017, the Company entered into a loan agreement (the “January 2017 Gordon Loan Agreement”) with Gordon pursuant to which on January 26, 2017 (the “Closing Date”), the Company issued Gordon a promissory note of $50,000 (the “January 2017 Gordon Note”). The January 2017 Gordon Note is secured by an officer of the Company. Pursuant to the January 2017 Gordon Loan Agreement, the January 2017 Gordon Note bears interest at a rate of 10% per annum. As additional consideration for entering in the January 2017 Gordon Loan Agreement, the Company issued Gordon a five-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were repaid. On February 7, 2017, the Company entered into a loan agreement (the “February 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, pursuant to which on October 24, 2016 (the “Closing Date”), the Company issued Schiller a promissory note of $10,000 (the “February 2017 Schiller Note”). The February 2017 Schiller Note is secured by an officer of the Company. Pursuant to the February 2017 Schiller Loan Agreement, the February 2017 Schiller Note bears interest at a rate of 10% per annum. As additional consideration for entering in the February 2017 Schiller Note Loan Agreement, the Company issued Schiller a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On April 12, 2017, the Company entered into a loan agreement (the “April 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note of $10,000 (the “April 2017 Schiller Note”). The April 2017 Schiller Note is secured by an officer of the Company. Pursuant to the April 2017 Schiller Loan Agreement, the April 2017 Schiller Note bears interest at a rate of 10% per annum. As additional consideration for entering in the April 2017 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On April 12, 2017, the Company entered into a loan agreement (the “April 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $10,000 (the “April 2017 Rosen Note”). The April 2017 Rosen Note is secured by an officer of the Company. Pursuant to the April 2017 Rosen Loan Agreement, the April 2017 Rosen Note bears interest at a rate of 10% per annum. As additional consideration for entering in the April 2017 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On May 4, 2017, the Company entered into a loan agreement (the “May 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $15,000 (the “May 2017 Rosen Note”). The May 2017 Rosen Note is secured by an officer of the Company. Pursuant to the May 2017 Rosen Note Loan Agreement, the May 2017 Rosen Note bears interest at a rate of 12% per annum. As additional consideration for entering in the May 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,500 shares of the Company’s common stock at a purchase price of $0.30 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On May 11, 2017, the Company entered into a loan agreement (the “May 2017 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note of $20,000 (the “May 2017 Schiller Note”). Pursuant to the May 2017 Schiller Loan Agreement, the May 2017 Schiller Note bears interest at a rate of 10% per annum. As additional consideration for entering in the May 2017 Schiller Note Loan Agreement, the Company issued Schiller a five-year warrant to purchase 20,000 shares of the Company’s common stock at a purchase price of $0.20 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On June 26, 2017, the Company entered into a loan agreement (the “June 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company issued Schiller a promissory note of $30,000 (the “June 2017 Schiller Note”). Pursuant to the June 2017 Schiller Loan Agreement, the June 2017 Schiller Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Schiller Loan Agreement, the Company issued Schiller a five-year warrant to purchase 22,500 shares of the Company’s common stock at a purchase price of $0.20 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On July 6, 2017, the Company entered into a loan agreement (the “July 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $25,000 (the “July 2017 Rosen Note”). The July 2017 Rosen Note is secured by an officer of the Company. Pursuant to the July 2017 Rosen Note Loan Agreement, the July 2017 Rosen Note bears interest at a rate of 10% per annum. As additional consideration for entering in the July 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 18,750 shares of the Company’s common stock at a purchase price of $0.20 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On July 6, 2017, the Company entered into a loan agreement (the “July 2017 Gordon Loan Agreement”) with Gordon, whereby the Company issued Gordon a promissory note of $25,000 (the “July 2017 Gordon Note”). The July 2017 Gordon Note is secured by an officer of the Company. Pursuant to the July 2017 Gordon Note Loan Agreement, the July 2017 Gordon Note bears interest at a rate of 10% per annum. As additional consideration for entering in the July 2017 Gordon Note Loan Agreement, the Company issued Gordon a five-year warrant to purchase 18,750 shares of the Company’s common stock at a purchase price of $0.20 per share. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On August 24, 2017, the Company entered into a loan agreement (the “August 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $20,000 (the “August 2017 Rosen Note”). The August 2017 Rosen Note is secured by an officer of the Company. Pursuant to the August 2017 Rosen Note Loan Agreement, the August 2017 Rosen Note bears interest at a rate of 12% per annum. During the year ended December 31, 2017 the principal and interest of this note were converted into the August 2017 Convertible Note Offering. On September 8, 2017, the Company entered into a loan agreement (the “September 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note of $224,000 (the “September 2017 Rosen Note”). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 25,000shares of the Company’s common stock at a purchase price of $0.20 per share. On November 13, 2017, in consideration for extending the Promissory Note, Rosen was issued a warrant to purchase 100,000 shares of the Company’s Common Stock exercisable within five (5) years and with an exercise price of $0.20 per share On November 20, 2017, the Company entered into a loan agreement (the “November 2017 Schiller Loan Agreement”) Schiller, a member of the Board, whereby the Company issued Schiller a promissory note of $25,000 (the “November 2017 Schiller Note”). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. On November 20, 2017, the Company entered into a loan agreement (the “November 2017 Rosen Agreement”) whereby the Company issued Rosen a promissory note of $25,000 (the “November 2017 Rosen Note”). Pursuant to the November 2017 Rosen Loan Agreement, the November 2017 Rosen Note bears interest at a rate of 15% per annum. During the year ended December 31, 2017 the principal and interest of this note were repaid. Line of credit On May 9, 2017, the Company entered into a Revolving Line of Credit (the “LOC”) with Grawin, LLC, an LLC controlled by Arthur Rosen, a related party. The LOC is was established for a period of twelve months in which the Company can borrow principal up to $130,000. The LOC bears interest at a rate of 18%. As of December 31, 2017, the total outstanding balance of line of credit - related party was $130,000. |
Capital Leases Payable
Capital Leases Payable | 12 Months Ended |
Dec. 31, 2017 | |
Capital Leases Payable [Abstract] | |
Capital Leases Payable | Note 9 – Capital Leases Payable Capital lease obligation consisted of the following: December 31, December 31, (i) Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 $ 4,732 $ 4,732 Less current maturities (4,732 ) (3,524 ) Capital lease obligation, net of current maturities - 1,208 TOTAL CAPITAL LEASE OBLIGATION $ 4,732 $ 4,732 The capital leases mature as follows: 2017: $ - $ 3,524 2018: 4,732 $ 1,208 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | Note 10 – Derivative Liabilities The Company has identified derivative instruments arising from embedded conversion features in the Company’s convertible notes payable at December 31, 2017. The Company had no financial assets measured at fair value on a recurring basis as of December 31, 2017. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the date of issuance and for the convertible notes during the year ended December 31, 2017. Low High Annual dividend rate 0 % 0 % Expected life 0.58 0.75 Risk-free interest rate 1.11 % 1.16 % Expected volatility 90.71 % 93.55 % Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the expected term. Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes. The following are the changes in the derivative liabilities during the year ended December 31, 2017. Year Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2017 $ - $ - $ - Addition - - 332,942 Conversion - - Extinguishment Expense (397,288 ) Gain on changes in fair value - - 64,346 Derivative liabilities as December 31, 2017 $ - $ - $ - |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 11 - Stockholders’ Deficit Shares Authorized Upon incorporation, the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Twenty Million (320,000,000) shares of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share and Twenty Million (20,000,000) shall be Preferred Stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. Preferred Stock Series A Cumulative Convertible Preferred Stock On February 13, 2015, 100,000 shares of preferred stock were designated as Series A Cumulative Convertible Preferred Stock (“Series A”). Each share of Series A shall have a stated value equal to $100 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”). During the year ended December 31, 2015, the Company sold 24,400 shares of Series A for proceeds of $2,450,000. In addition, $800,000 in convertible notes and $91,400 in accrued interest were converted into 8,914 shares of the Company’s Series A. During the year ended December 31, 2017, the Company converted 1,733 shares of Series A for 1,146,307 shares of common stock. The holders of the Series A shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series A Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock, as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series A and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series A is issued. Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. The dividends on the Series A shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A or any shares of any other class of stock ranking on a parity with the Series A and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holder of Series A shall have the right at any time after the issuance, to convert such shares, accrued but unpaid declared dividends on the Series A and any other sum owed by the Corporation arising from the Series A into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). The number of Conversion Shares issuable upon conversion shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series A shall be $0.25, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $0.164 The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days’ prior written notice to the Corporation. The holders of our Series A do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series A shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series A on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series A is required to for the following actions: (a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series A (b) purchasing any of the Corporation’s securities other than required redemptions of Series A and repurchase under restricted stock and option agreements authorizing the Corporation’s employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Series A; and (e) issuing any additional securities having rights senior to or on parity with the Series A. During the year ended December 31, 2016, the Company accrued $3,318,353 for liquidating damages on the Series A and $309,665 on the warrants associated with the Series A. During the year ended December 31, 2017, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A. Series B Cumulative Convertible Preferred Stock On December 21, 2015, 20,000 shares of preferred stock were designated as Series B Cumulative Convertible Preferred Stock (“Series B”). Each share of Series B shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series B Stated Value”). During the year ended December 31, 2015, the Company sold 7,000 shares of Series B for proceeds of $700,000. The holders of outstanding shares of Series B shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series B Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series B is issued. Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. The dividends on the Series B shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series B then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series B for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series B or any shares of any other class of stock ranking on a parity with the Series B and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holders of shares of Series B shall have the right at any time commencing after the issuance to convert such shares, accrued but unpaid declared dividends on the Series B into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series B Stated Value of the Series B. The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series B Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series B shall be $0.30, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $0.197 The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days’ prior written notice to the Corporation. The holders of our Series B do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series B shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series B on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series B is required to for the following actions: (a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series B (b) purchasing any of the Corporation’s securities other than required redemptions of Series B and repurchase under restricted stock and option agreements authorizing the Corporation’s employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Company’s Series A or Series B; and (e) issuing any additional securities having rights senior to the Series B. During the year ended December 31, 2016, the Company accrued $667,313 for liquidating damages on the Series B and $51,159 on the warrants associated with the Series B. During the year ended December 31, 2016, the Company issued 1,063 shares of Series B upon conversion of interest totaling $108,844. During the year ended December 31, 2017, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B. During the year ended December 31, 2017, the Company issued 0 shares of Series B upon conversion of interest totaling $0. Series D Convertible Preferred Stock On January 29, 2016, 2,100,000 shares of preferred stock were designated as Series D Convertible Preferred Stock (“Series D”). Each share of Series A shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series D Stated Value”). Holders of shares of Series D shall have the right at any time commencing after the issuance to convert such shares into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series D Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series D is $0.25, subject to adjustment. The Company and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days’ prior written notice to the Corporation. The holders of Series D Preferred shall not be entitled to a vote on matters submitted to a vote of the stockholders of the Company. Also, as long as any shares of Series D Preferred are outstanding, the Company shall not, without the affirmative vote of all of the Holders of the then outstanding shares of the Series D Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Series D Preferred, or (d) enter into any agreement with respect to any of the foregoing. On August 31, 2016, a holder of Series D converted 1,099 shares of Series A into 1,098,933 shares of the Company’s common stock. During the year ended December 31, 2017, the Company converted 914 shares of Series D for 266,325 shares of common stock. Common Stock On February 1, 2016, the Company issued 268,333 shares of its restricted common stock to its Placement Agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. On February 6, 2016, the Company entered into Stock Purchase Agreements (the “Purchase Agreements”) with three investors providing for the issuance and sale of an aggregate of 2,626,308 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $2,626. On August 17, 2016, the Company entered into a subscription agreement (the “Subscription Agreement”) with an accredited investor for the sale of 666,666 shares of the Company’s Common Stock (the “Shares”) and warrants to purchase 333,333 shares of the Company’s Common Stock (the “Warrant”) for a purchase price of $250,000. The Warrant is exercisable at any time after the date of issuance and has a five year term. The Warrant is exercisable at price of $0.40 per share. During the year ended December 31, 2016, the Company issued 392,764 common shares for cashless exercise of warrants. On January 30, 2017, the Company issued 947,440 shares of its restricted common stock to settle outstanding vendor liabilities of $353,732. In connection with this transaction the company also recorded a gain on settlement of vendor liabilities of $167,905. On February 7, 2017, the Company issued 1,767,633 shares of its restricted common stock to consultants in exchange for services at a fair value of $293,427. On February 1, 2017, the Company issued 800,000 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. On February 13, 2017, the Company issued 133,333 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. Treasury Stock As discussed in Note 7, upon amendment of the July 2017 Convertible Note, the Company repurchased the 220,000 shares for an aggregate purchase price of $19,007 which is presented as Treasury Stock on the consolidated balance sheets. Stock Options The Company applied fair value accounting for all share based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for options granted during the year ended December 31, 2017 and December 31, 2016 are as follows: December 31, 2017 December 31, 2016 Exercise price 0.16-0.75 0.25-0.40 Expected dividends 0% 0% Expected volatility 86.62% - 92.14% 73.44%-90.05% Risk free interest rate 1.74% - 2.10% 1%-1.39% Expected life of option 5 years 4.68-5 years The following is a summary of the Company’s stock option activity: Options Weighted Weighted Average Remaining (in years) Balance – December 31, 2015 – outstanding and exercisable 500,000 0.25 4.93 Granted 1,750,000 0.36 5.0 Exercised - - - Cancelled/Modified - - - Balance – December 31, 2016 – outstanding 2,250,000 0.34 4.38 Balance – December 31, 2016 – exercisable 2,200,000 0.30 4.38 Outstanding options held by related party – December 31, 2016 2,250,000 0.34 4.38 Exercisable options held by related party – December 31, 2016 2,200,000 0.30 4.38 Balance – December 31, 2016 2,250,000 $ 0.34 4.38 Granted 15,499,990 $ 0.43 5.00 Exercised - - - Cancelled/Modified (100,000 ) $ 0.40 - Balance – December 31, 2017 – outstanding 17,649,990 $ 0.42 4.27 Balance – December 31, 2017 – exercisable 8,983,322 $ 0.27 4.15 Outstanding options held by related party – December 31, 2017 17,429,990 $ 0.42 4.65 Exercisable options held by related party – December 31, 2017 8,843,322 $ 0.27 4.15 At December 31, 2017, the aggregate intrinsic value of options outstanding and exercisable was $3,500 and $ 3,500, respectively. Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $1,092,970 and $231,035, for the year ended December 31, 2017 and 2016, respectively. The following is a summary of the Company’s stock options granted during the year ended December 31, 2017: Options Value Purpose for Grant 15,499,990 $ 1,172,022 Service Rendered Warrants The Company applied fair value accounting for all share based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for warrants granted during the year ended December 31, 2017 are as follows: December 31, December 31, Exercise price $0.20-0.30 $0.40 Expected dividends 0% 0% Expected volatility 96.76%-102.21% 73.44-91.54% Risk free interest rate 1.63%-2.26% 1.13%-1.39% Expected life of warrant 5 years 5 years Warrant Activities The following is a summary of the Company’s warrant activity: Warrants Weighted Average Outstanding and Exercisable – December 31, 2015 10,750,000 0.35 Granted 4,791,666 0.40 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2016 15,541,666 $ 0.36 Granted 30,652,113 0.20 Exercised - - Forfeited/Cancelled - - Outstanding and Exercisable – December 31, 2017 46,193,779 $ 0.25 Warrants Outstanding Warrants Exercisable Exercise price Number Outstanding Weighted Average Weighted Number Weighted Average $ 0.20– 0.40 46,193,779 4 0.25 46,193,779 0.25 During the year ended December 31, 2017, a total of 5,811,360 warrants were issued with promissory notes (See Note 6 above). In addition, the placement agent was granted a total of 487,755 warrants to purchase common stock. The warrants have a grant date fair value of $1,189,235 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2017, a total of 16,597,719 warrants were issued with convertible notes (See Note 7 above). In addition, the placement agent was granted a total of 12,150 warrants to purchase common stock. The warrants have a grant date fair value of $1,472,161 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2017, a total of 345,500 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $38,109 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2017, a total of 7,115,129 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $680,037 using a Black-Scholes option-pricing model and the above assumptions. Stock Incentive Plan On December 9, 2015, Jerrick adopted the 2015 Stock Incentive and Award Plan (the “Plan”) which will provide for the issuance of up to 18,000,000 shares of the Company’s Common Stock. The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Company’s business. Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. Upon recommendation from the Compensation Committee, the board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our Common Stock. The provisions of each option granted need not be the same with respect to each option recipient. Option recipients shall enter into award agreements with us, in such form as the board shall determine. The Plan shall be administered by the Compensation Committee consisting of two or more independent, non-employee and outside directors. In the absence of such a Committee, the Board of the Company shall administer the Plan. Each Option shall contain the following material terms: (i) the purchase price of each share of Common Stock with respect to Incentive Options shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Jerrick, provided (ii) The purchase price of each share of Common Stock purchasable under a Non-qualified Option shall be at least 100% of the Fair Market Value of such share of Common Stock on the date the Non-qualified Option is granted, unless (iii) the term of each Option shall be fixed by the Committee, provided provided further (iv) subject to acceleration in the event of a Change of Control of the Jerrick (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Jerrick through the four (4) year anniversary of the date on which the Option was granted; (v) no Option is transferable, and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and (vi) with respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000. Each award of Restricted Stock is subject to the following material terms: (i) no rights to an award of Restricted Stock are granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Compensation Committee; (ii) Restricted Stock shall not be delivered until they are free of any restrictions specified by the Compensation Committee at the time of grant; (iii) recipients of Restricted Stock have the rights of a stockholder of the Jerrick as of the date of the grant of the Restricted Stock; (iv) shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated; and (v) the Restricted Stock is not transferable until the date on which the Compensation Committee has specified such restrictions have lapsed. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12 - Income Taxes Components of deferred tax assets are as follows: December 31, 2017 December 31, Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 7,600,000 $ 3,100,000 Less valuation allowance (7,600,000 ) (3,100,000 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Consolidated Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 34.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 )% (34.0 )% Effective income tax rate 0.0 % 0.0 % Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2017 and 2016. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2017 and 2016. As of December 31, 2017, the Company had approximately $7.6 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes. On December 22, 2017, the Tax Cuts and Jobs Act pf 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company’s deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events Subsequent to December 31, 2017, the Company received gross proceeds of $50,000 of the issuance of notes payable. As additional consideration for entering in the debentures, the Company issued the investors 5-year warrant to purchase 100,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to December 31, 2017, the Company received gross proceeds from related parties of $40,750 of the issuance of convertible notes. As additional consideration for entering in the convertible debentures, the Company issued the investors 5-year warrant to purchase 81,500 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to December 31, 2017, the Company received gross proceeds from related parties of $135,000 of the issuance of notes payable. As additional consideration for entering in the convertible debentures, the Company issued the investors 5-year warrant to purchase 35,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to December 31, 2017, the Company received gross proceeds from related party’s of $135,000 of the issuance of notes payable. As additional consideration for entering in the convertible debentures, the Company issued the investors 5-year warrant to purchase 35,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Subsequent to December 31, 2017, the Company issued 375,000 shares of its restricted common stock to its Placement Agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. Subsequent to December 31, 2017, the Company issued 628,750 shares of its common stock to consultants in exchange for services. |
Significant and Critical Acco20
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with US 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Principles of consolidation | Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2017, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100 % All inter-company balances and transactions have been eliminated. On May 12, 2017, the Company assigned the right, title and interest to all of the membership interests of certain of it’s inactive business subsidiaries, with the exception of Jerrick Ventures LLC, to the Company’s Chief Executive Officer, Jeremy Frommer, in consideration for Mr. Frommer’s assumption of all liabilities of such subsidiaries, if any, with such assignment and assumption effected entirely in the interest of corporate efficiency. The Board reviewed the transaction and believes it to be fair in all respects, deeming it to advance the Company’s business interests by allowing the Company to divest non-producing and non-operating subsidiaries at no cost to the Company. All of the Company’s operations have been, and will continue to be, run through its operating subsidiary, Jerrick Ventures LLC. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Computer equipment and software 3 Furniture and fixture 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Investments - Cost Method, Equity Method and Joint Venture | Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest is accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Derivative Liability | Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize gross revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. During the year ended the recorded revenue from the following sources products at auction, sponsored content and affiliate sites. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes 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 changes in tax laws and rates on the date of enactment. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Loss Per Share | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2017 and 2016 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Series A Preferred stock 192,567 203,134 Series B Preferred stock 40,929 40,929 Options 17,749,990 2,150,000 Warrants 46,193,779 15,541,666 Convertible notes - related party 7,080,128 - Convertible notes 17,749,990 1,344,115 Totals 88,773,887 19,035,781 |
Reclassifications | Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 will not have a material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 will not have a material effect on its financial position or results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 won’t have a material effect on its financial position or results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 won’t have a material effect on its financial position or results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will be required to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its consolidated financial statements and disclosures. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of the new standard. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which 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. This standard is required to be adopted in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Significant and Critical Acco21
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Schedule of consolidated subsidiaries and/or entities | Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100 % |
Schedule of property and equipment estimated useful life | Estimated Useful Computer equipment and software 3 Furniture and fixture 5 |
Schedule of common stock equivalents | December 31, 2017 December 31, 2016 Series A Preferred stock 192,567 203,134 Series B Preferred stock 40,929 40,929 Options 17,749,990 2,150,000 Warrants 46,193,779 15,541,666 Convertible notes - related party 7,080,128 - Convertible notes 17,749,990 1,344,115 Totals 88,773,887 19,035,781 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | December 31, 2017 December 31, 2016 Computer Equipment $ 234,315 $ 219,653 Furniture and Fixtures 61,803 61,803 296,118 281,456 Less: Accumulated Depreciation (248,062 ) (209,627 ) $ 48,056 $ 71,829 |
Line of Credit (Tables)
Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of line of credit | Outstanding Balances as of December 31, 2017 December 31, 2016 Revolving Note 44,996 203,988 Factoring Agreement - 31,153 $ 44,996 $ 235,141 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of notes payable | Outstanding Principal as of Warrants December 31, December 31, Interest Rate Maturity Date Quantity Exercise October 25, 2016 - 25,000 9 % July 1, 2017 50,000 $ 0.30 February 22, 2017 400,000 - 12 % September 1, 2017 2,450,000 $ 0.20 June 12, 2017 50,000 - 12 % September 1, 2017 35,000 $ 0.20 November 28, 2017 100,000 - 15 % January 12, 2018 - - November 29, 2017 50,000 - 15 % January 13, 2018 - - November 29, 2017 100,000 - 15 % January 13, 2018 - - 700,000 25,000 Less: Debt Discount (10,500 ) (9,421 ) Less: Debt Issuance Costs - - $ 689,500 $ 15,579 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of convertible notes payable | Outstanding Principal as of Warrants December 31, 2017 December 31, 2016 Interest Conversion Maturity Date Quantity Exercise November – December, 2016 25,000 400,000 10 % 0.30 November 1, 2017 400,000 0.30 December 27, 2016 - 100,000 10 % 0.30 December 27, 2017 100,000 0.30 June, 2017 71,500 - 12 % Not Applicable September 1, 2017 114,700 0.20 July, 2017 - - 8.5 % 0.20 (*) April 11, 2018 350,000 0.20 August – November 2017 2,943,884 - 15 % 0.20 (*) August – November 2019 14,716,419 0.20 December 21, 2017 100,000 3,140,384 500,000 Less: Debt Discount (452,022 ) (184,398 ) Less: Debt Issuance Costs (79,569 ) (46,779 ) 2,672,574 268,823 Less: Current Debt (96,500 ) (268,823 ) Total Long-Term Debt $ 2,512,293 $ - (*) As subject to adjustment as further outlined in the notes |
Related Party Loan (Tables)
Related Party Loan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Loan [Abstract] | |
Schedule of convertible notes payable - related party | Outstanding Principal as of Warrants December 31, 2017 December 31, Interest Rate Maturity Date Quantity Exercise August – October 2017 1,416,026 - 15 % August – October 2019 4,589,466 0.20 December 21, 2018 100,000 15 % December 21, 2019 500,000 0.20 1,516,026 - Less: Debt Discount (170,780 ) - 1,345,246 - Less: Current Debt - - Total Long-Term Debt $ 1,345,246 $ - |
Schedule of notes payable - related party | Outstanding Principal as of Warrants December 31, 2017 December 31, 2016 Interest Rate Maturity Date Quantity Exercise Price May 26, 2016 1,000,000 1,000,000 13 % November 26, 2017 1,000,000 0.40 September 12, 2016 - 100,000 12 % November 22, 2017 17,500 0.20 September 20, 2016 - 10,000 10 % March 20, 2017 235,000 0.40 October 13, 2016 - 50,000 12 % November 22, 2017 50,000 0.40 October 24, 2016 - 15,000 9 % January 1, 2018 30,000 0.30 October 31, 2016 - 10,000 10 % November 10, 2016 10,000 0.30 November 22, 2016 - 225,000 10 % November 22, 2017 750,000 0.30 December 21, 2016 - 50,000 10 % November 22, 2017 166,666 0.30 September 8, 2017 224,000 - 1 % September 24, 2017 125,000 0.20 November 20, 2017 25,000 - 15 % December 31, 2017 - - 1,249,000 1,460,000 Less: Debt Discount (-) (94,675 ) $ 1,249,000 $ 1,365,325 |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Leases Payable [Abstract] | |
Summary of capital lease obligation | December 31, December 31, (i) Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 $ 4,732 $ 4,732 Less current maturities (4,732 ) (3,524 ) Capital lease obligation, net of current maturities - 1,208 TOTAL CAPITAL LEASE OBLIGATION $ 4,732 $ 4,732 |
Summary of capital leases maturity | 2017: $ - $ 3,524 2018: 4,732 $ 1,208 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of the derivative liability | Low High Annual dividend rate 0 % 0 % Expected life 0.58 0.75 Risk-free interest rate 1.11 % 1.16 % Expected volatility 90.71 % 93.55 % |
Schedule of changes in derivative liabilities | Year Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2017 $ - $ - $ - Addition - - 332,942 Conversion - - Extinguishment Expense (397,288 ) Gain on changes in fair value - - 64,346 Derivative liabilities as December 31, 2017 $ - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Components of deferred tax assets | December 31, 2017 December 31, Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 7,600,000 $ 3,100,000 Less valuation allowance (7,600,000 ) (3,100,000 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of reconciliation of the federal statutory income tax rate | For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 34.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 )% (34.0 )% Effective income tax rate 0.0 % 0.0 % |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Option [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of assumptions used for options and warrants granted | December 31, 2017 December 31, 2016 Exercise price 0.16-0.75 0.25-0.40 Expected dividends 0% 0% Expected volatility 86.62% - 92.14% 73.44%-90.05% Risk free interest rate 1.74% - 2.10% 1%-1.39% Expected life of option 5 years 4.68-5 years |
Summary of stock option and warrant activity | Options Weighted Weighted Average Remaining (in years) Balance – December 31, 2015 – outstanding and exercisable 500,000 0.25 4.93 Granted 1,750,000 0.36 5.0 Exercised - - - Cancelled/Modified - - - Balance – December 31, 2016 – outstanding 2,250,000 0.34 4.38 Balance – December 31, 2016 – exercisable 2,200,000 0.30 4.38 Outstanding options held by related party – December 31, 2016 2,250,000 0.34 4.38 Exercisable options held by related party – December 31, 2016 2,200,000 0.30 4.38 Balance – December 31, 2016 2,250,000 $ 0.34 4.38 Granted 15,499,990 $ 0.43 5.00 Exercised - - - Cancelled/Modified (100,000 ) $ 0.40 - Balance – December 31, 2017 – outstanding 17,649,990 $ 0.42 4.27 Balance – December 31, 2017 – exercisable 8,983,322 $ 0.27 4.15 Outstanding options held by related party – December 31, 2017 17,429,990 $ 0.42 4.65 Exercisable options held by related party – December 31, 2017 8,843,322 $ 0.27 4.15 |
Summary of stock options granted | Options Value Purpose for Grant 15,499,990 $ 1,172,022 Service Rendered |
Warrants [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of assumptions used for options and warrants granted | December 31, December 31, Exercise price $0.20-0.30 $0.40 Expected dividends 0% 0% Expected volatility 96.76%-102.21% 73.44-91.54% Risk free interest rate 1.63%-2.26% 1.13%-1.39% Expected life of warrant 5 years 5 years |
Summary of stock option and warrant activity | Warrants Weighted Average Outstanding and Exercisable – December 31, 2015 10,750,000 0.35 Granted 4,791,666 0.40 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2016 15,541,666 $ 0.36 Granted 30,652,113 0.20 Exercised - - Forfeited/Cancelled - - Outstanding and Exercisable – December 31, 2017 46,193,779 $ 0.25 |
Summary of changes in warrants outstanding | Warrants Outstanding Warrants Exercisable Exercise price Number Outstanding Weighted Average Weighted Number Weighted Average $ 0.20– 0.40 46,193,779 4 0.25 46,193,779 0.25 |
Organization and Operations (De
Organization and Operations (Details) - shares | Feb. 05, 2016 | Dec. 31, 2016 |
Kent Campbell [Member] | ||
Organization and Operations (Textual) | ||
Issuance of common shares for cash | 28,500,000 | |
Cancelled of common stock | 781,818 | |
Series A Convertible Preferred Stock [Member] | ||
Organization and Operations (Textual) | ||
Issuance of common shares for cash | ||
Series B Convertible Preferred Stock [Member] | ||
Organization and Operations (Textual) | ||
Issuance of common shares for cash | ||
Jerrick Ventures, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||
Organization and Operations (Textual) | ||
Issuance of common shares for cash | 33,415 | |
Jerrick Ventures, Inc. [Member] | Series B Convertible Preferred Stock [Member] | ||
Organization and Operations (Textual) | ||
Issuance of common shares for cash | 8,064 |
Significant and Critical Acco32
Significant and Critical Accounting Policies and Practices (Details) - Jerrick Ventures LLC [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Name of combined affiliate | Jerrick Ventures LLC |
State or other jurisdiction of incorporation or organization | The State of Delaware |
Company interest | 100.00% |
Significant and Critical Acco33
Significant and Critical Accounting Policies and Practices (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Computer equipment and software [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 3 years |
Furniture and fixture [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 5 years |
Significant and Critical Acco34
Significant and Critical Accounting Policies and Practices (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 88,773,887 | 19,035,781 |
Series A Preferred Stock [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 192,567 | 203,134 |
Series B Preferred stock [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 40,929 | 40,929 |
Convertible notes [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 17,749,990 | 1,344,115 |
Convertible notes - related party [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 7,080,128 | |
Options [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 17,749,990 | 2,150,000 |
Warrant [Member] | ||
Loss Per Share [Line Items] | ||
Common stock equivalents, total | 46,193,779 | 15,541,666 |
Significant and Critical Acco35
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($) | Jan. 02, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Significant and Critical Accounting Policies and Practices (Textual) | |||
Investments minority interest | $ 83,333 | ||
Description of investments cost method equity method and joint venture | The Company holds 50% or less of the common stock or in-substance common stock. | ||
Impairment of minority investment | $ 83,333 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 296,118 | $ 281,456 |
Less: Accumulated Depreciation | (248,062) | (209,627) |
Property and equipment, net | 48,056 | 71,829 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 234,315 | 219,653 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 61,803 | $ 61,803 |
Property and Equipment (Detai37
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 38,435 | $ 42,634 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Line of credit outstanding balances | $ 44,996 | $ 235,141 |
Revolving Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit outstanding balances | 44,996 | 203,988 |
Factoring Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit outstanding balances | $ 31,153 |
Line of Credit (Details Textual
Line of Credit (Details Textual) - USD ($) | Oct. 04, 2016 | Aug. 21, 2017 | Mar. 19, 2009 | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit (Textual) | |||||
Line of credit monthly interest rate during period | 3.75% | 3.75% | |||
Line of credit | $ 44,996 | $ 235,141 | |||
Line of credit balance outstanding on revenue factoring agreement | 0 | 31,153 | |||
Company received proceeds from imperial advance, LLC | $ 40,000 | 39,195 | |||
Agrees to pay for future receivable | $ 52,400 | $ 9,368 | 199,574 | 24,007 | |
Gain on settlement of debt | 2,079 | ||||
Revolving Note [Member] | |||||
Line of Credit (Textual) | |||||
Line of credit maximum outstanding balance | $ 200,000 | ||||
Line of credit facility, expiration date | Mar. 19, 2010 | ||||
Line of credit | $ 44,996 | $ 203,988 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 689,500 | $ 15,579 |
Less: Debt Discount | (10,500) | (9,421) |
Less: Debt Issuance Costs | ||
Notes Payable | 689,500 | 15,579 |
October 25, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | 25,000 | |
Interest Rate | 9.00% | |
Maturity Date | Jul. 1, 2017 | |
Warrants, Quantity | 50,000 | |
Warrants, Exercise Price | $ 0.30 | |
February 22, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 400,000 | |
Interest Rate | 12.00% | |
Maturity Date | Sep. 1, 2017 | |
Warrants, Quantity | 2,450,000 | |
Warrants, Exercise Price | $ 0.20 | |
June 12, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 50,000 | |
Interest Rate | 12.00% | |
Maturity Date | Sep. 1, 2017 | |
Warrants, Quantity | 35,000 | |
Warrants, Exercise Price | $ 0.20 | |
November 28, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 100,000 | |
Interest Rate | 15.00% | |
Maturity Date | Jan. 12, 2018 | |
Warrants, Quantity | ||
Warrants, Exercise Price | ||
November 29, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 50,000 | |
Interest Rate | 15.00% | |
Maturity Date | Jan. 13, 2018 | |
Warrants, Quantity | ||
Warrants, Exercise Price | ||
November 29, 2017 One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Note payable, Outstanding Principal, Balance | $ 100,000 | |
Interest Rate | 15.00% | |
Maturity Date | Jan. 13, 2018 | |
Warrants, Quantity | ||
Warrants, Exercise Price |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Aug. 18, 2017 | Jun. 12, 2017 | Feb. 28, 2017 | Nov. 29, 2017 | Nov. 28, 2017 | Jul. 21, 2017 | Mar. 17, 2017 | Dec. 31, 2017 | Aug. 17, 2016 |
Notes Payable (Textual) | |||||||||
Promissory note | $ 60,000 | ||||||||
Subscription Agreements [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Warrant exercisable price, per share | $ 0.40 | ||||||||
Eight Investor [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Warrants purchase of common stock | 100,000 | ||||||||
Warrant exercisable price, per share | $ 0.20 | ||||||||
Warrant term | 5 years | ||||||||
Private Placement Offering [Member] | Subscription Agreements [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Interest rate | 6.00% | ||||||||
Aggregate principal amount | $ 975,511 | ||||||||
Aggregate gross proceeds of common stock | $ 916,585 | ||||||||
Loan Agreement [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Promissory note | $ 50,000 | $ 50,000 | $ 100,000 | ||||||
Maturity date | Oct. 2, 2017 | Jun. 30, 2017 | Jul. 31, 2017 | ||||||
Interest rate | 15.00% | 10.00% | 10.00% | ||||||
Warrants purchase of common stock | 35,000 | 100,000 | |||||||
Warrant exercisable price, per share | $ 0.20 | $ 0.20 | |||||||
Warrant term | 5 years | 5 years | |||||||
August 2017 Convertible Note Offering [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Promissory note | $ 1,585,000 | ||||||||
Interest rate | 15.00% | ||||||||
Aggregate gross proceeds of common stock | $ 400,000 | ||||||||
February 2017 Offering Note [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Maturity date | Sep. 1, 2017 | ||||||||
Interest rate | 15.00% | ||||||||
Warrant exercisable price, per share | $ 0.20 | ||||||||
Aggregate principal amount | $ 575,511 | ||||||||
Notes conversion, description | The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. | ||||||||
February 2017 Offering Note [Member] | Private Placement Offering [Member] | Subscription Agreements [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Warrant exercisable price, per share | $ 0.20 | ||||||||
Notes conversion, description | The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. | ||||||||
First November 2017 Loan Agreement [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Promissory note | $ 100,000 | ||||||||
Notes conversion, description | The First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock issued at $0.20 per share). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First November 2017 Note are due. | ||||||||
Second November 2017 Loan Agreement [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Promissory note | $ 50,000 | ||||||||
Notes conversion, description | The Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company's common stock issued at $0.20 per share). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second November 2017 Note are due. | ||||||||
Third November 2017 Loan Agreement [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Promissory note | $ 100,000 | ||||||||
Notes conversion, description | The Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock issued at $0.20 per share). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | $ 3,140,384 | $ 500,000 | |
Less: Debt Discount | (452,022) | (184,398) | |
Less: Debt Issuance Costs | (79,569) | (46,779) | |
Debt unamortized discount premium and debt issuance costs net | 2,672,574 | 268,823 | |
Convertible notes payable, Outstanding Principal, Total | (96,500) | (268,823) | |
Total Long-Term Debt | 2,512,293 | ||
November - December, 2016 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | $ 25,000 | 400,000 | |
Interest Rate | 10.00% | ||
Conversion Price | $ 0.30 | ||
Maturity Date | Nov. 1, 2017 | ||
Warrants, Quantity | 400,000 | ||
Warrants, Exercise Price | $ 0.30 | ||
December 27, 2016 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | 100,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 0.30 | ||
Maturity Date | Dec. 27, 2017 | ||
Warrants, Quantity | 100,000 | ||
Warrants, Exercise Price | $ 0.30 | ||
June, 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | $ 71,500 | ||
Interest Rate | 12.00% | ||
Maturity Date | Sep. 1, 2017 | ||
Warrants, Quantity | 114,700 | ||
Warrants, Exercise Price | $ 0.20 | ||
July, 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | |||
Interest Rate | 8.50% | ||
Conversion Price | [1] | $ 0.20 | |
Maturity Date | Apr. 11, 2018 | ||
Warrants, Quantity | 350,000 | ||
Warrants, Exercise Price | $ 0.20 | ||
August - November 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | $ 2,943,884 | ||
Interest Rate | 15.00% | ||
Conversion Price | [1] | $ 0.20 | |
Warrants, Quantity | 14,716,419 | ||
Warrants, Exercise Price | $ 0.20 | ||
August - November 2017 [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Aug. 1, 2019 | ||
August - November 2017 [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Maturity Date | Nov. 30, 2019 | ||
December 21, 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable, Outstanding Principal | $ 100,000 | ||
[1] | As subject to adjustment as further outlined in the notes |
Convertible Note Payable (Det43
Convertible Note Payable (Details Textual) - USD ($) | Sep. 13, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Dec. 27, 2017 | Jul. 31, 2017 | Dec. 27, 2016 | Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2017 |
Convertible Note Payable (Textual) | ||||||||||
Convertible notes payable outstanding balance | $ (3,140,384) | $ (500,000) | ||||||||
Debt discount | 452,022 | 184,398 | ||||||||
Debt issuance costs | ||||||||||
Proceeds from issuance of convertible notes | 655,000 | |||||||||
Interest amount of convertible notes | $ 206,026 | |||||||||
Consideration shares, number of shares repurchased | 220,000 | |||||||||
Consideration shares, repurchase amount | $ 19,007 | |||||||||
Increase in derivative liability | 64,346 | |||||||||
Conversion feature of debt instrument | 583,681 | |||||||||
Placement agent fees | 90,508 | |||||||||
Convertible redeemable debentures, percentage | 8.50% | |||||||||
Secured debt | 645,000 | |||||||||
Aggregate principal amount | $ 60,000 | |||||||||
Three Investor [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Warrant term | 5 years | |||||||||
Debt discount | $ 78,823 | |||||||||
Warrants issued | 778,750 | |||||||||
Warrants, Exercise Price | $ 0.20 | |||||||||
Principal amount of convertible notes | $ 606,812 | |||||||||
Convertible Note to Third Party Lender [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Convertible note | $ 71,500 | $ 100,000 | $ 400,000 | $ 400,000 | ||||||
Interest rate | 12.00% | 10.00% | 10.00% | 10.00% | ||||||
Maturity date | Sep. 1, 2017 | Dec. 27, 2017 | Nov. 1, 2017 | Dec. 29, 2017 | ||||||
Conversion price per share | $ 0.30 | |||||||||
Warrant term | 5 years | 5 years | 5 years | |||||||
Warrants issued | 67,550 | 100,000 | 400,000 | 6,791,419 | 400,000 | |||||
Warrants, Exercise Price | $ 0.40 | $ 0.20 | $ 0.30 | |||||||
Principal amount of convertible notes | $ 100,000 | $ 375,000 | ||||||||
Interest amount of convertible notes | $ 6,767 | $ 30,719 | ||||||||
Offering discount percentage | 15.00% | |||||||||
Current default principal amount | $ 71,500 | |||||||||
July 2017 Convertible Offering [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Interest rate | 8.50% | |||||||||
Maturity date | Apr. 18, 2018 | |||||||||
Warrant term | 5 years | |||||||||
Warrants issued | 245,000 | |||||||||
Proceeds from issuance of convertible notes | $ 445,000 | |||||||||
Warrants issued to purchase shares | 778,750 | |||||||||
Warrants, Exercise Price | $ 0.20 | |||||||||
Convertible redeemable debentures redemption, description | The Company redeemed the 8.5% Convertible Redeemable | (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the "Debentures") and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company's common stock, par value $0.001 per share. | ||||||||
Derivative liability | $ 332,942 | |||||||||
August 2017 Convertible Note Offering [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Interest rate | 15.00% | |||||||||
Debt discount | $ 472,675 | |||||||||
Warrants issued | 4,555,129 | |||||||||
Interest amount of convertible notes | $ 40,146 | |||||||||
Fair value derivative liability | 440,157 | |||||||||
Secured debt | $ 1,217,177 | |||||||||
Convertible secured promissory note, description | The August Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. | The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant ( each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). | ||||||||
Aggregate principal amount | $ 1,585,000 | |||||||||
August 2017 Convertible Note Offering [Member] | Warrants [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Debt discount | 472,675 | |||||||||
Debt issuance costs | $ 101,561 | |||||||||
August 2017 Convertible Note Offering [Member] | Three Investor [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Warrants issued | 2,525,000 | |||||||||
Warrants issued to purchase shares | 7,925,000 | |||||||||
First December 2017 Note [Member] | ||||||||||
Convertible Note Payable (Textual) | ||||||||||
Convertible note | $ 100,000 | |||||||||
Interest rate | 15.00% | |||||||||
Maturity date | Dec. 27, 2019 | |||||||||
Conversion price per share | $ 0.20 | |||||||||
Debt discount | $ 35,525 | |||||||||
Warrants issued to purchase shares | 500,000 | |||||||||
Warrants, Exercise Price | $ 0.20 |
Related Party Loan (Details)
Related Party Loan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 1,516,026 | |
Less: Debt Discount | (170,780) | |
Convertible notes unamortized discount premium and debt issuance cost | 1,345,246 | |
Less: Current Debt | ||
Total Long-Term Debt | 1,345,246 | |
August - October 2017 [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 1,416,026 | |
Interest Rate | 15.00% | |
Maturity Date, description | August - October 2019. | |
Warrants, Quantity | 4,589,466 | |
Warrants, Exercise Price | $ 0.20 | |
December 21, 2018 [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 100,000 | |
Interest Rate | 15.00% | |
Maturity Date, description | December 21, 2019 | |
Warrants, Quantity | 500,000 | |
Warrants, Exercise Price | $ 0.20 |
Related Party Loan (Details 1)
Related Party Loan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 1,249,000 | $ 1,460,000 |
Less: Debt Discount | (94,675) | |
Notes payable - related party, net | 1,249,000 | 1,365,325 |
May 26, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 1,000,000 | 1,000,000 |
Interest Rate | 13.00% | |
Maturity Date | Nov. 26, 2017 | |
Warrants, Quantity | 1,000,000 | |
Warrants, Exercise Price | $ 0.40 | |
September 12, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 100,000 | |
Interest Rate | 12.00% | |
Maturity Date | Nov. 22, 2017 | |
Warrants, Quantity | 17,500 | |
Warrants, Exercise Price | $ 0.20 | |
September 20, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 10,000 | |
Interest Rate | 10.00% | |
Maturity Date | Mar. 20, 2017 | |
Warrants, Quantity | 235,000 | |
Warrants, Exercise Price | $ 0.40 | |
October 13, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 50,000 | |
Interest Rate | 12.00% | |
Maturity Date | Nov. 22, 2017 | |
Warrants, Quantity | 50,000 | |
Warrants, Exercise Price | $ 0.40 | |
October 24, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 15,000 | |
Interest Rate | 9.00% | |
Maturity Date | Jan. 1, 2018 | |
Warrants, Quantity | 30,000 | |
Warrants, Exercise Price | $ 0.30 | |
October 31, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 10,000 | |
Interest Rate | 10.00% | |
Maturity Date | Nov. 10, 2016 | |
Warrants, Quantity | 10,000 | |
Warrants, Exercise Price | $ 0.30 | |
November 22, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 225,000 | |
Interest Rate | 10.00% | |
Maturity Date | Nov. 22, 2017 | |
Warrants, Quantity | 750,000 | |
Warrants, Exercise Price | $ 0.30 | |
December 21, 2016 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 50,000 | |
Interest Rate | 10.00% | |
Maturity Date | Nov. 22, 2017 | |
Warrants, Quantity | 166,666 | |
Warrants, Exercise Price | $ 0.30 | |
September 8, 2017 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 224,000 | |
Interest Rate | 1.00% | |
Maturity Date | Sep. 24, 2017 | |
Warrants, Quantity | 125,000 | |
Warrants, Exercise Price | $ 0.20 | |
November 20, 2017 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 25,000 | |
Interest Rate | 15.00% | |
Maturity Date | Dec. 31, 2017 | |
Warrants, Quantity | ||
Warrants, Exercise Price |
Related Party Loan (Details Tex
Related Party Loan (Details Textual) - USD ($) | Nov. 13, 2017 | Sep. 08, 2017 | Sep. 07, 2017 | Aug. 31, 2017 | Jul. 06, 2017 | Jun. 26, 2017 | May 11, 2017 | May 09, 2017 | May 04, 2017 | Apr. 25, 2017 | Apr. 12, 2017 | Feb. 07, 2017 | Dec. 21, 2016 | Oct. 31, 2016 | Oct. 13, 2016 | Sep. 12, 2016 | Dec. 21, 2017 | Jan. 26, 2017 | Jan. 25, 2017 | Oct. 24, 2016 | May 26, 2016 | Dec. 31, 2017 | Nov. 20, 2017 | Aug. 24, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Convertible Notes - related party, net of debt discount | ||||||||||||||||||||||||||
Net of debt discount | (170,780) | |||||||||||||||||||||||||
Secured debt | 645,000 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 452,022 | 184,398 | ||||||||||||||||||||||||
Related party notes payable | 1,249,000 | 1,365,325 | ||||||||||||||||||||||||
Debt discount | 94,675 | |||||||||||||||||||||||||
Line of credit borrow principal | $ 130,000 | |||||||||||||||||||||||||
Line of credit interest rate, description | The LOC bears interest at a rate of 18%. | |||||||||||||||||||||||||
Aggregate principal amount | 60,000 | |||||||||||||||||||||||||
Line of credit - related party | 130,000 | |||||||||||||||||||||||||
Unpaid interest | 206,026 | |||||||||||||||||||||||||
Derivative liability conversion feature | 583,681 | |||||||||||||||||||||||||
Promissory note | 689,500 | 15,579 | ||||||||||||||||||||||||
Notes payable related party | 1,249,000 | $ 1,460,000 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 500,157 | |||||||||||||||||||||||||
May 2016 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Maturity date, description | Extending the May 2016 Rosen Maturity Date to November 26, 2017. | |||||||||||||||||||||||||
Secured debt | $ 1,000,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 1,000,000 | |||||||||||||||||||||||||
Interest rate | 12.50% | |||||||||||||||||||||||||
Maturity date | May 26, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.40 | |||||||||||||||||||||||||
Unpaid interest | $ 150,127.97 | |||||||||||||||||||||||||
September 2016 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 100,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 25,000 | 150,000 | ||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Sep. 24, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | $ 0.40 | ||||||||||||||||||||||||
Promissory note | $ 224,000 | |||||||||||||||||||||||||
October 2016 Gordon Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 50,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 50,000 | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Nov. 22, 2017 | |||||||||||||||||||||||||
Warrant purchase price | $ 0.40 | |||||||||||||||||||||||||
October 2016 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 30,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 15,000 | |||||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||||||
Maturity date | Jan. 1, 2018 | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
October 2016 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 10,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Nov. 10, 2016 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
December 2016 Gordon Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 275,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 166,666 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Nov. 22, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.40 | |||||||||||||||||||||||||
January 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 50,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 50,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Jan. 1, 2018 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
January 2017 Gordon Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 50,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 50,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
February 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 10,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
April 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 10,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Jan. 21, 2018 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
April 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 10,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Jan. 21, 2018 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
May 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 15,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,500 | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Sep. 1, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.30 | |||||||||||||||||||||||||
May 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 20,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 20,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Sep. 30, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
June 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Secured debt | $ 30,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 22,500 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Jan. 21, 2018 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
July 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Maturity date | Jul. 21, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
July 2017 Gordon Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Warrants issued to purchase shares | 18,750 | |||||||||||||||||||||||||
Maturity date | Jul. 21, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
Promissory note | $ 25,000 | |||||||||||||||||||||||||
August 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Promissory note | $ 20,000 | |||||||||||||||||||||||||
September 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Net of debt discount | $ 0 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 100,000 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
November 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Promissory note | $ 25,000 | |||||||||||||||||||||||||
November 2017 Rosen Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||
Promissory note | $ 25,000 | |||||||||||||||||||||||||
April Rosen Note [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Convertible notes | $ 25,000 | |||||||||||||||||||||||||
Warrants issued | 17,500 | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Sep. 1, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
April Gordon Notes [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Convertible notes | $ 25,000 | |||||||||||||||||||||||||
Warrants issued | 17,500 | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||
Maturity date | Sep. 1, 2017 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
August 2017 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Warrants issued | 4,555,129 | |||||||||||||||||||||||||
Secured debt | $ 1,217,177 | |||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 472,675 | |||||||||||||||||||||||||
Aggregate principal amount | 1,585,000 | |||||||||||||||||||||||||
Unpaid interest | 40,146 | |||||||||||||||||||||||||
Fair value derivative liability | $ 440,157 | |||||||||||||||||||||||||
Convertible secured promissory note, description | The August Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. | The Company offered, through a placement agent, $6,000,000 of units of its securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant ( each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). | ||||||||||||||||||||||||
Second December 2017 Note [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Convertible notes | $ 100,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 500,000 | |||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||
Maturity date | Dec. 27, 2019 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 36,722 | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Warrants issued | 778,750 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 78,823 | |||||||||||||||||||||||||
Warrant purchase price | $ 0.20 | |||||||||||||||||||||||||
Investor [Member] | August 2017 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loan (Textual) | ||||||||||||||||||||||||||
Warrants issued | 2,525,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 7,925,000 | |||||||||||||||||||||||||
Debt discount | $ 160,700 |
Capital Leases Payable (Details
Capital Leases Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases Payable [Abstract] | ||
Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 | $ 4,732 | $ 4,732 |
Less current maturities | (4,732) | (3,524) |
Capital lease obligation, net of current maturities | 1,208 | |
TOTAL CAPITAL LEASE OBLIGATION | $ 4,732 | $ 4,732 |
Capital Leases Payable (Detai48
Capital Leases Payable (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases Payable [Abstract] | ||
2017: | $ 3,524 | |
2018: | $ 4,732 | $ 1,208 |
Capital Leases Payable (Detai49
Capital Leases Payable (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Capital Leases Payable (Textual) | |
Capital leases due amount | $ 383.10 |
Capital leases interest per annum | 10.00% |
Capital lease obligation term | 5 years |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of fair value of the derivative liability and warrant liability [Line Items] | |
Annual dividend rate | 0.00% |
Low [Member] | Derivative Liabilities [Member] | |
Schedule of fair value of the derivative liability and warrant liability [Line Items] | |
Annual dividend rate | 0.00% |
Expected life | 6 months 29 days |
Risk-free interest rate | 1.11% |
Expected volatility | 90.71% |
High [Member] | Derivative Liabilities [Member] | |
Schedule of fair value of the derivative liability and warrant liability [Line Items] | |
Annual dividend rate | 0.00% |
Expected life | 9 months |
Risk-free interest rate | 1.16% |
Expected volatility | 93.55% |
Derivative Liabilities (Detai51
Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Level 1 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | |
Conversion | |
Extinguishment Expense | |
Gain on changes in fair value | |
Derivative liabilities as December 31, 2017 | |
Level 2 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | |
Conversion | |
Extinguishment Expense | |
Gain on changes in fair value | |
Derivative liabilities as December 31, 2017 | |
Level 3 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | 332,942 |
Conversion | |
Extinguishment Expense | (397,288) |
Gain on changes in fair value | 64,346 |
Derivative liabilities as December 31, 2017 |
Derivative Liabilities (Detai52
Derivative Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liabilities (Textual) | |
Dividend yield | 0.00% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | |
Stock Options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility, minimum | 86.62% | 73.44% |
Expected volatility, maximum | 92.14% | 90.05% |
Risk free interest rate, minimum | 1.74% | 1.00% |
Risk free interest rate, maximum | 2.10% | 1.39% |
Expected life of option | 5 years | |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.16 | $ 0.25 |
Expected life of option | 4 years 8 months 5 days | |
Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.75 | $ 0.40 |
Expected life of option | 5 years |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options/Warrant, Outstanding | 2,250,000 | 500,000 |
Options, Granted | 15,499,990 | 1,750,000 |
Options, Exercised | ||
Options, Cancelled/Modified | (100,000) | |
Options/Warrant, Outstanding | 17,649,990 | 2,250,000 |
Options, Exercisable | 8,983,322 | 2,200,000 |
Outstanding options held by related party | 17,429,990 | 2,250,000 |
Exercisable options held by related party | 8,843,322 | 2,200,000 |
Weighted Average Exercise Price, Outstanding | $ 0.34 | $ 0.25 |
Weighted Average Exercise Price, Granted | 0.43 | 0.36 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price Cancelled/Modified | 0.40 | |
Weighted Average Exercise Price, Outstanding | 0.42 | 0.34 |
Weighted Average Exercise Price, Exercisable | 0.27 | 0.30 |
Weighted Average Exercise Price Outstanding options held by related party | 0.42 | 0.34 |
Weighted Average Exercise Price Exercisable options held by related party | $ 0.27 | $ 0.30 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 4 months 17 days | 4 years 11 months 4 days |
Weighted Average Remaining Contractual Life (in years), Granted | 5 years | 5 years |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 3 months 8 days | 4 years 4 months 17 days |
Weighted Average Remaining Contractual Life (in years), Exercisable | 4 years 1 month 24 days | 4 years 4 months 17 days |
Weighted Average Remaining Contractual Life (in years), Outstanding options held by related party | 4 years 7 months 24 days | 4 years 4 months 17 days |
Weighted Average Remaining Contractual Life (in years), Exercisable options held by related party | 4 years 1 month 24 days | 4 years 4 months 17 days |
Stockholders' Deficit (Detail55
Stockholders' Deficit (Details 2) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Stockholders' Deficit [Abstract] | |
Options | shares | 15,499,990 |
Value | $ | $ 1,172,022 |
Purpose for Grant | Service Rendered |
Stockholders' Deficit (Detail56
Stockholders' Deficit (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | |
Warrants [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.40 | |
Expected dividends | 0.00% | 0.00% |
Expected volatility, minimum | 96.76% | 73.44% |
Expected volatility, maximum | 102.21% | 91.54% |
Risk free interest rate, minimum | 1.63% | 1.13% |
Risk free interest rate, maximum | 2.26% | 1.39% |
Expected life of warrant | 5 years | 5 years |
Warrants [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.20 | |
Warrants [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.30 |
Stockholders' Deficit (Detail57
Stockholders' Deficit (Details 4) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options/Warrant, Outstanding | 15,541,666 | 10,750,000 |
Warrants, Granted | 30,652,113 | 4,791,666 |
Warrants, Exercised | ||
Warrants, Forfeited/Cancelled | ||
Options/Warrant, Outstanding | 15,541,666 | |
Warrants, Exercisable | 46,193,779 | |
Weighted Average Exercise Price, Outstanding | $ 0.36 | $ 0.35 |
Weighted Average Exercise Price, Granted | 0.20 | 0.40 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited/Cancelled | ||
Weighted Average Exercise Price, Outstanding | $ 0.36 | |
Weighted Average Exercise Price, Exercisable | $ 0.25 |
Stockholders' Deficit (Detail58
Stockholders' Deficit (Details 5) - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise price, Minimum | $ 0.20 | ||
Warrants Outstanding, Exercise price, Maximum | $ 0.40 | ||
Warrants Outstanding, Number Outstanding | 15,541,666 | 10,750,000 | |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | 5 years | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.36 | $ 0.35 | |
Warrants Exercisable , Number Exercisable | 46,193,779 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.25 |
Stockholders' Deficit (Detail59
Stockholders' Deficit (Details Textual) - USD ($) | Feb. 07, 2017 | Feb. 06, 2016 | Dec. 09, 2015 | Feb. 13, 2015 | Feb. 01, 2017 | Jan. 30, 2017 | Aug. 31, 2016 | Aug. 17, 2016 | Feb. 01, 2016 | Jan. 29, 2016 | Dec. 21, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Deficit (Textual) | ||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares issued | 39,520,682 | 33,894,592 | ||||||||||||
Common stock, shares outstanding | 39,520,682 | 33,894,592 | ||||||||||||
Gain on settlement of vendor liabilities | $ (167,905) | |||||||||||||
Accrued interest | $ 206,026 | |||||||||||||
Aggregate repurchased shares | 220,000 | |||||||||||||
Aggregate repurchased shares amount | $ 19,007 | |||||||||||||
Preferred stock, description | Upon incorporation, the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Twenty Million (320,000,000) shares of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share and Twenty Million (20,000,000) shall be Preferred Stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. | |||||||||||||
Placement Agent [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Restricted stock issued during period | 800,000 | |||||||||||||
Promissory Notes [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants issued | 5,811,360 | |||||||||||||
Warrants grant date fair value | $ 1,189,235 | |||||||||||||
Promissory Notes [Member] | Placement Agent [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants to purchase shares of common stock | 487,755 | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants issued | 16,597,719 | |||||||||||||
Warrants grant date fair value | $ 1,472,161 | |||||||||||||
Convertible Notes Payable [Member] | Placement Agent [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants to purchase shares of common stock | 12,150 | |||||||||||||
Notes Payable Related Party [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants issued | 345,500 | |||||||||||||
Warrants grant date fair value | $ 38,109 | |||||||||||||
Convertible Notes Payable Related Party [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Warrants issued | 7,115,129 | |||||||||||||
Warrants grant date fair value | $ 680,037 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of shares sold | 666,666 | |||||||||||||
Shares awarded to employees | 788,395 | |||||||||||||
Restricted stock issued during period | 1,767,633 | 133,333 | 947,440 | 268,333 | ||||||||||
Restricted stock issued fair value | $ 293,427 | |||||||||||||
Sale of shares of common stock | 2,626,308 | |||||||||||||
Sale of stock value | $ 2,626 | |||||||||||||
Conversion of interest to series B preferred stock, shares | ||||||||||||||
Issuance of common stock for cashless exercise of warrants, shares | 392,764 | |||||||||||||
Issuance of common stock | 322,015 | |||||||||||||
Common stock service rendered | 1,867,633 | |||||||||||||
Settlement of vendor liabilities | $ 353,732 | |||||||||||||
Gain on settlement of vendor liabilities | $ 167,905 | |||||||||||||
Stock Options [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Aggregate intrinsic value of options outstanding | $ 3,500 | |||||||||||||
Aggregate intrinsic value of options exercisable | 3,500 | |||||||||||||
Stock-based compensation for stock options | $ 1,092,970 | $ 231,035 | ||||||||||||
Option, description | Each Option shall contain the following material terms: (i) the purchase price of each share of Common Stock with respect to Incentive Options shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Jerrick, provided (ii) The purchase price of each share of Common Stock purchasable under a Non-qualified Option shall be at least 100% of the Fair Market Value of such share of Common Stock on the date the Non-qualified Option is granted, unless (iii) the term of each Option shall be fixed by the Committee, provided provided further (iv) subject to acceleration in the event of a Change of Control of the Jerrick (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Jerrick through the four (4) year anniversary of the date on which the Option was granted; (v) no Option is transferable, and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and (vi) with respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000. | |||||||||||||
Stock Incentive Award Plan [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Issuance of common stock | 18,000,000 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Preferred stock, shares authorized | 320,000,000 | 320,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Subscription Agreement [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Sale of shares of common stock | 666,666 | |||||||||||||
Warrants to purchase shares of common stock | 333,333 | |||||||||||||
Warrant exercisable term | 5 years | |||||||||||||
Warrant exercisable price per share | $ 0.40 | |||||||||||||
Warrants grant date fair value | $ 250,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares issued | 31,581 | 33,314 | ||||||||||||
Preferred stock, shares outstanding | 31,581 | 33,314 | ||||||||||||
Number of shares sold | ||||||||||||||
Convertible notes | $ 800,000 | |||||||||||||
Convertible preferred stock, Shares | 100,000 | 1,733 | 8,914 | |||||||||||
Accrued for liquidating damages | $ 0 | $ 3,318,353 | ||||||||||||
Warrants associated value | $ 0 | $ 309,665 | ||||||||||||
Conversion price | $ 0.25 | $ 0.164 | ||||||||||||
Dividend rate | 6.00% | |||||||||||||
Dividend, description | Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company's option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. | |||||||||||||
Beneficial ownership by holder and affiliates | 4.99% | |||||||||||||
Conversion of interest to series B preferred stock, shares | ||||||||||||||
Issuance of common stock for cashless exercise of warrants, shares | ||||||||||||||
Issuance of common stock | ||||||||||||||
Common stock service rendered | ||||||||||||||
Sale of preferred stock shares | 24,400 | |||||||||||||
Proceeds of preferred stock | $ 2,450,000 | |||||||||||||
Accrued interest | $ 91,400 | |||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Convertible preferred stock, Shares | 1,146,307 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | ||||||||||||
Series B Preferred stock issued with warrants, shares | 7,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares issued | 8,063 | 8,063 | ||||||||||||
Preferred stock, shares outstanding | 8,063 | 8,063 | ||||||||||||
Number of shares sold | ||||||||||||||
Convertible preferred stock, Shares | 20,000 | |||||||||||||
Proceeds from the issuance of stock | $ 700,000 | |||||||||||||
Accrued for liquidating damages | $ 0 | $ 667,313 | ||||||||||||
Warrants associated value | $ 0 | $ 51,159 | ||||||||||||
Conversion price | $ 0.30 | $ 0.197 | ||||||||||||
Dividend rate | 6.00% | |||||||||||||
Dividend, description | Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. | |||||||||||||
Beneficial ownership by holder and affiliates | 4.99% | |||||||||||||
Conversion of interest to series B preferred stock, shares | 1,063 | |||||||||||||
Conversion of interest to series B preferred stock | $ 0 | $ 1,063 | ||||||||||||
Issuance of common stock for cashless exercise of warrants, shares | ||||||||||||||
Issuance of common stock | ||||||||||||||
Common stock service rendered | ||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||
Preferred stock, par value | $ 100 | |||||||||||||
Convertible preferred stock, Shares | 1,099 | 2,100,000 | ||||||||||||
Conversion price | $ 0.25 | |||||||||||||
Beneficial ownership by holder and affiliates | 4.99% | |||||||||||||
Conversion of common stock to Series D preferred stock, shares | 266,325 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Net deferred tax assets - Non-current: | ||
Expected income tax benefit from NOL carry-forwards | $ 7,600,000 | $ 3,100,000 |
Less valuation allowance | (7,600,000) | (3,100,000) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
Federal statutory income tax rate | 21.00% | 34.00% |
Change in valuation allowance on net operating loss carry-forwards | (21.00%) | (34.00%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Federal net operating loss carryforwards | $ 7.6 | |
Federal net operating loss expire date | Dec. 31, 2033 | |
Federal income tax rate | 21.00% | 34.00% |
During period provides immediate expensing, description | The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Federal income tax rate | 21.00% | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Federal income tax rate | 35.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Proceeds from issuance of note payable - related party | $ 529,000 | $ 1,446,500 |
Investors [Member] | ||
Short-term Debt [Line Items] | ||
Gross proceeds issuance of notes payable | $ 50,000 | |
Warrant term | 5 years | |
Warrants purchase of common stock | 100,000 | |
Warrant exercisable price, per share | $ 0.20 | |
Investors one [Member] | ||
Short-term Debt [Line Items] | ||
Warrant term | 5 years | |
Warrants purchase of common stock | 81,500 | |
Warrant exercisable price, per share | $ 0.20 | |
Proceeds from issuance of note payable - related party | $ 40,750 | |
Investors two [Member] | ||
Short-term Debt [Line Items] | ||
Warrant term | 5 years | |
Warrants purchase of common stock | 35,000 | |
Warrant exercisable price, per share | $ 0.20 | |
Proceeds from issuance of note payable - related party | $ 135,000 | |
Investors three [Member] | ||
Short-term Debt [Line Items] | ||
Warrant term | 5 years | |
Warrants purchase of common stock | 35,000 | |
Warrant exercisable price, per share | $ 0.20 | |
Proceeds from issuance of note payable - related party | $ 135,000 | |
Consultants [Member] | ||
Short-term Debt [Line Items] | ||
Common stock to consultants in exchange for services | 628,750 | |
Placement Agent [Member] | ||
Short-term Debt [Line Items] | ||
Restricted common stock shares | 375,000 |