Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Entia Biosciences, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 28,145,962 | |
Amendment Flag | false | |
Entity Central Index Key | 1,408,299 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 2,020 | $ 24,133 |
Accounts receivable, net | 5,730 | 7,098 |
Inventory, net | 28,669 | 40,323 |
Prepaid expenses | 36,225 | 56,782 |
Total Current Assets | 72,644 | 128,336 |
Property and Equipment, net | 21,779 | 32,686 |
Patents and Licenses, net | 236,404 | 232,584 |
Long-Term Inventory | 35,000 | 55,000 |
Total Assets | 365,827 | 448,606 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,456,514 | 960,557 |
Line of credit | 59,945 | 58,195 |
Short-term notes payable, related-party | 10,000 | 0 |
Short-term convertible notes payable, net of discount | 170,115 | 181,981 |
Notes payable | 14,115 | 39,061 |
Total Current Liabilities | 1,710,689 | 1,239,794 |
Long-Term Liabilities: | ||
Convertible notes payable, net of discount-related party | 23,924 | 0 |
Convertible notes payable, net of discount | 274,723 | 0 |
Total Long-Term Liabilities | 298,647 | 0 |
Total Liabilities | 2,009,336 | 1,239,794 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, Series A preferred stock, 350,000 shares designated, 188,563 and 191,307 shares issued and outstanding, respectively, aggregate liquidation value of $942,815 and $956,535 respectively | 188 | 191 |
Common stock, $0.001 par value, 150,000,000 shares authorized, 28,146,027 and 28,107,337 shares issued and outstanding, respectively | 28,146 | 28,108 |
Additional paid-in capital | 12,386,996 | 12,309,450 |
Deferred compensation | (18,842) | (51,945) |
Accumulated deficit | (14,039,997) | (13,076,992) |
Total Stockholders’ Equity (Deficit) | (1,643,509) | (791,188) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 365,827 | $ 448,606 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 28,146,027 | 28,107,337 |
Common stock, shares outstanding | 28,146,027 | 28,107,337 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 350,000 | 350,000 |
Preferred stock, shares issued | 188,563 | 191,307 |
Preferred stock, shares outstanding | 188,563 | 191,307 |
Preferred stock, aggregate liquidation value (in Dollars) | $ 942,815 | $ 956,535 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | $ 41,855 | $ 68,048 | $ 219,480 | $ 278,513 |
COST OF GOODS SOLD | 13,429 | 21,592 | 81,379 | 99,940 |
GROSS PROFIT | 28,426 | 46,456 | 138,101 | 178,573 |
OPERATING EXPENSES | ||||
Advertising and promotion | 919 | 26,752 | 11,265 | 104,986 |
Professional fees | 53,201 | 90,766 | 185,943 | 190,777 |
Consulting fees | 15,322 | 46,865 | 45,688 | 410,339 |
Loss on litigation | 0 | 93,074 | 0 | |
General and administrative | 230,357 | 215,864 | 726,844 | 1,217,445 |
Total Operating Expenses | 299,799 | 380,247 | 1,062,814 | 1,923,547 |
LOSS FROM OPERATIONS | (271,373) | (333,791) | (924,713) | (1,744,974) |
OTHER INCOME (EXPENSES) | ||||
Interest expense | (14,634) | (8,362) | (39,916) | (142,550) |
Other income (expense) | (2,769) | (31,675) | (3,084) | (20,327) |
Loss on settlement/conversion of notes payable | 0 | 0 | 0 | (32,500) |
Loss on write-off of debt discount | 0 | 0 | 0 | (23,321) |
Gain on extinguishment of debt | 0 | 0 | 4,708 | 0 |
Gain on settlement of accounts payable | 0 | 6,906 | 0 | 6,906 |
NET LOSS | $ (288,776) | $ (366,922) | $ (963,005) | $ (1,956,766) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.09) |
Weighted common shares outstanding - basic and diluted (in Shares) | 28,142,277 | 28,319,757 | 28,133,328 | 22,680,896 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deferred Compensation, Share-based Payments [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2015 | $ 191 | $ 28,108 | $ 12,309,450 | $ (51,945) | $ (13,076,992) | $ (791,188) |
Balance (in Shares) at Dec. 31, 2015 | 191,307 | 28,107,337 | ||||
Issuance of warrants in connection with convertible notes payable | 24,977 | 24,977 | ||||
Issuance of common stock for conversion of preferred stock | $ (3) | $ 27 | (24) | |||
Issuance of common stock for conversion of preferred stock (in Shares) | (2,744) | 27,440 | ||||
Stock Compensation | 45,742 | 45,742 | ||||
Issuance of common stock for services | $ 11 | 6,851 | 6,862 | |||
Issuance of common stock for services (in Shares) | 11,250 | |||||
Amortization of deferred compensation | 33,103 | 33,103 | ||||
Net loss | (963,005) | (963,005) | ||||
Balance at Sep. 30, 2016 | $ 188 | $ 28,146 | $ 12,386,996 | $ (18,842) | $ (14,039,997) | $ (1,643,509) |
Balance (in Shares) at Sep. 30, 2016 | 188,563 | 28,146,027 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net loss | $ (963,005) | $ (1,956,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation/amortization | 14,204 | 24,989 |
Gain on settlement of accounts payable | 0 | (6,906) |
Gain on extinguishment of debt | (4,708) | 0 |
Loss on write-off of debt discount | 0 | 23,321 |
Amortization of discount on convertible notes | 4,425 | 111,837 |
Loss on conversion of notes payable | 0 | 32,500 |
Stock-based compensation | 85,707 | 762,681 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,368 | 190,654 |
Inventory | 31,654 | (22,408) |
Prepaid expenses | 45,465 | 39,334 |
Accounts payable and accrued expenses | 509,748 | 323,632 |
NET CASH USED IN OPERATING ACTIVITIES | (275,142) | (477,132) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 0 | (8,051) |
Acquisition of patents | (7,117) | (12,720) |
NET CASH USED IN INVESTING ACTIVITIES | (7,117) | (20,771) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 0 | 560,173 |
Proceeds from convertible notes payable and notes payable | 320,000 | 50,000 |
Payment on convertible notes payable and notes payable | (43,736) | (170,378) |
Payments for capital raising | (16,118) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 260,146 | 439,795 |
NET CHANGE IN CASH | (22,113) | (58,108) |
Cash at beginning of period | 24,133 | 99,462 |
Cash at end of period | 2,020 | 41,354 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | 6,749 | 36,220 |
SUPPLEMENTAL DISCLOSURE OF NONCASH FLOWS FINANCING AND INVESTING ACTIVITIES: | ||
Common stock issued for services | 6,862 | 120,205 |
Warrants issued in connection with convertible notes payable | 24,977 | 6,850 |
Conversion of convertible notes payable, accounts payable and accrued interest to preferred and common stock | $ 0 | $ 452,309 |
NOTE 1 - ORGANIZATION AND OPERA
NOTE 1 - ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – ORGANIZATION AND OPERATIONS We engage in the development, production and distribution of organic dietary nutraceutical supplement products, principally in the United States of America. We are also engaged in the discovery, scientific evaluation, development and marketing of natural formulations that can be used in medical foods, nutraceuticals, cosmetics and other products and sold by us and by third parties. We have a history of incurring net losses and net operating cash flow deficits. We are also developing new organic medical food products. At September 30, 2016, we had cash and cash equivalents of $2,020. These conditions raise substantial doubt about our ability to continue as a going concern. Based on planned financings, and results from future operations, we believe that we will have sufficient funds to continue operations through 2016. In order for us to continue as a going concern beyond this point and ultimately to achieve profitability, we may be required to obtain capital from external sources, increase revenues and reduce operating costs. The issuance of equity securities will also cause dilution to our shareholders. If external sources of financing are not available or are inadequate to fund our operations, we will be required to reduce operating costs including personnel costs, which could jeopardize our future strategic initiatives and business plans. The accompanying consolidated financial statements have been prepared assuming that the Company continues as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying consolidated unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC. All intercompany accounts have been eliminated for the purpose of the consolidated financial statement presentation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash We consider all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. Accounts receivable Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses based on specific identification of accounts in our existing accounts receivable. Outstanding account balances are reviewed individually for collectibility. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. We generally consider all accounts greater than 30 days old to be past due. Account balances are charged off against allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $5,736 and $30,022 at September 30, 2016 and December 31, 2015, respectively. Inventory Inventory, which consists primarily of raw materials to be used in the production of our dietary supplement products, is stated at the lower of cost or market using the first-in, first-out method. We regularly review our inventory on hand and, when necessary, record a provision for excess or obsolete inventory. Property and equipment Property and equipment are recorded at cost. Additions and improvements that increase the value or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. 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 statement of operations. Depreciation is computed on a straight-line basis over the following estimated useful lives of the assets: Office equipment 3 years Production equipment 5 to 7 years Equipment under capital lease 5 to 7 years Leasehold improvements Lesser of lease term or useful life of improvement Patents Patents, once issued or purchased, are amortized using the straight-line method over their economic remaining useful lives. All internally developed process costs incurred to the point when a patent application is to be filed are expensed as incurred and classified as research and development costs. Patent application costs, generally legal costs, are capitalized pending disposition of the individual patent application, and are subsequently either amortized based on the initial patent life granted, generally 15 to 20 years for domestic patents and five to 20 years for foreign patents, or expensed if the patent application is rejected. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Licenses Licenses that allow us to use certain technology in the production of our products are amortized on a straight-line basis over their remaining useful life (typically 15-17 years). Long-lived assets, including licenses, property and equipment and patents are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. Discount on convertible notes payable We allocate the proceeds received from convertible notes between convertible notes payable and warrants, if applicable. The resulting discount for warrants is amortized using the effective interest method over the life of the debt instrument. After allocating a portion of the proceeds to the warrants, the effective conversion price of the convertible note payable can be determined. If the effective conversion price is lower than the market price at the date of issuance, a beneficial conversion feature is recorded as an additional discount to the convertible note payable. The beneficial conversion feature discount is amortized using the effective interest method over the life of the debt instrument. The amortization is recorded as interest expense on the consolidated statements of operations. Fair value of financial instruments The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable and accounts payable, approximate their fair values (determined based on Level 1 inputs in the fair value hierarchy) because of the short maturity of these instruments. Due to conversion features and other terms, it is not practical to estimate the fair value of notes payable and convertible notes. The carrying value of the Company’s line of credit would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. Fair value measurements We measure fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: 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 Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions. We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. Consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2016 or December 31, 2015 nor any gains or losses reported in the consolidated statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended September 30, 2016 and September 30, 2015. Revenue recognition We recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been performed, (iii) amounts are fixed or determinable and (iv) collectibility of amounts is reasonably assured. Revenues from the sale of products, including shipping and handling fees but excluding statutory taxes collected from customers, as applicable, are recognized when shipment has occurred. We sell our products directly to customers. Persuasive evidence of an arrangement is demonstrated via order and invoice, product delivery is evidenced by a bill of lading from the third party carrier and title transfers upon shipment, the sales price to the customer is fixed upon acceptance of the order and there is no separate sales rebate, discount, or volume incentive. Allowances for product returns, primarily in connection with one distribution agreement, are provided at the time the sale is recorded. This allowance is based upon historical return rates for the Company and relevant industry patterns, which reflects anticipated returns of unopened product in its original packaging to be received over a period of 120 days following the original sale. Shipping and handling costs Amounts charged to customers for shipping products are included in revenues and the related costs are classified in cost of goods sold as incurred. Advertising and promotion costs Costs associated with the advertising and promotions of our products are expensed as incurred. Equity instruments issued to parties other than employees for acquiring goods or services We account for all transactions in which goods or services are the consideration received for the issuance of equity instruments based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Recently, such transactions are primarily awards of warrants to purchase common stock. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The assumptions used to determine the fair value of our warrants are as follows: · The expected life of warrants issued represents the period of time the warrants is expected to be outstanding; · The expected volatility is generally based on the historical volatility of comparable companies’ stock over the contractual life of the warrant; · The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrant; and · The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrant. Income taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our consolidated statements of income in the period that includes the enactment date. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. We did not record an income tax provision for the three and nine months ended September 30, 2016 and 2015 as we had a net taxable loss (the benefit of which was fully reserved) in the periods. Net loss per common share Basic and diluted net loss per share has been computed by dividing our net loss by the weighted average number of common shares issued and outstanding. Convertible preferred stock, options and warrants to purchase our common stock as well as debt which is convertible into common stock are anti-dilutive and therefore are not included in the determination of the diluted net loss per share for three and nine months ended September 30, 2016 and 2015. The following table presents a reconciliation of basic loss per share and excluded dilutive securities: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (288,776 ) $ (366,922 ) $ (963,005 ) $ (1,956,766 ) Denominator: Weighted-average common shares outstanding 28,142,277 28,319,757 28,133,328 22,680,896 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.09 ) Common stock warrants 19,406,412 19,091,578 19,406,412 19,091,578 Series A convertible preferred stock 1,885,630 1,913,070 1,885,630 1,913,070 Stock options 2,856,970 2,896,470 2,856,970 2,896,470 Convertible debt including interest 3,833,963 96,013 3,833,963 96,013 Excluded dilutive securities 27,982,975 23,997,131 27,982,975 23,997,131 Reclassifications Certain reclassifications have been made to prior period financial statements and footnotes in order to conform to the current period’s presentation. Segments We have determined that we operate in one segment for financial reporting purposes. Recently issued accounting pronouncements In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for Entia beginning after December 15, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting this new accounting standard on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. This ASU is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. |
NOTE 3 - INVENTORY
NOTE 3 - INVENTORY | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 3 – INVENTORY September 30, 2016 December 31, 2015 Raw materials $ 196,593 $ 219,074 Finished goods 18,140 27,313 214,733 246,387 Less reserve for excess and obsolete inventory (151,064 ) (151,064 ) 63,669 95,323 Less current portion (28,669 ) (40,323 ) $ 35,000 $ 55,000 |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, stated at cost, consists of the following at: September 30, 2016 December 31, 2015 Office equipment $ 31,658 $ 31,658 Production equipment 90,899 90,899 Leasehold improvements 16,328 16,328 138,885 138,885 Less: accumulated depreciation (117,106 ) (106,199 ) $ 21,779 $ 32,686 |
NOTE 5 - PATENTS AND LICENSES,
NOTE 5 - PATENTS AND LICENSES, NET | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5 - PATENTS AND LICENSES, NET Our identifiable long-lived intangible assets are patents and prepaid licenses. Patent and license amortization is $1,099 and $3,372 for the three months ended September 30, 2016 and 2015, respectively and $3,297 and $10,112 for the nine months ended September 30, 2016 and 2015, respectively. The licenses are being amortized over an economic useful life of 17 years. The gross carrying amounts and accumulated amortization related to these intangible assets consist of the following at: September 30, 2016 December 31, 2015 Licenses and amortizable patents $ 97,244 $ 97,244 Unamortized patents 186,510 179,393 Accumulated amortization (47,350 ) (44,053 ) Patents and licenses, net $ 236,404 $ 232,584 |
NOTE 6 - ACCRUED EXPENSES
NOTE 6 - ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 – ACCRUED EXPENSES Accrued expenses (included with accounts payable) consists of the following at: September 30, 2016 December 31, 2015 Executive compensation $ 602,101 $ 327,285 Other accruals 156,822 38,022 $ 758,923 $ 365,307 |
NOTE 7 - NOTES PAYABLE
NOTE 7 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7 – NOTES PAYABLE Notes payable consists of the following: September 30, 2016 December 31, 2015 Notes payable - current 5.86% unsecured, $781 due monthly - 2,687 4.15% unsecured, $3,436 due monthly - 36,374 8.95% unsecured, $314 due monthly 490 - 8.95% unsecured, $748 due monthly 3,625 - 10% unsecured due on February 16, 2017. 10,000 - $ 14,115 $ 39,061 Convertible notes payable, net $55,000, 8% secured due on December 26, 2016, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $50,000 was converted into the new note with $5,000 of accrued interest being added to principal. Remaining $4,500 in accrued interest was forgiven and reported as a gain on extinguishment of debt on the statement of operations. $ 52,649 $ 50,000 6% unsecured, convertible into common stock at $2.00 per share, due on demand 50,000 50,000 $11,333, 8% unsecured due December 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $10,000 was converted into the new note with $1,333 of accrued interest being added to principal. 10,798 10,000 $11,000, 8% unsecured due October 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $10,000 was converted into the new note with $1,000 of accrued interest being added to principal. Remaining $208 in accrued interest was forgiven and reported as a gain on extinguishment of debt on the statement of operations. 10,480 10,000 $50,000, 8% unsecured due November 25, 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. 47,769 46,981 $15,000, 8% unsecured due November 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing 0% note of $15,000 exchanged into new note. 14,292 15,000 $50,000, 8% unsecured due March 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 47,462 - $25,000, 8% unsecured due March 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 23,731 - $100,000, 8% unsecured due April 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 95,833 - $25,000, 8% unsecured due June 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 24,358 - $50,000, 10% unsecured due August 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 47,072 - $15,000, 10% unsecured due September 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 11,952 - $10,000, 10% unsecured due September 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 8,442 - Total Convertible notes payable 448,838 181,981 Less: Current Portion (170,115 ) (181,981 ) $ 274,723 $ - Convertible notes payable, net, related party $25,000, 8% unsecured due May 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. $ 23,924 $ - $ 23,924 $ - Notes payable, related party $10,000, 10% unsecured due on February 18, 2017 $ 10,000 $ - $ 10,000 $ - Line of Credit On March 25, 2014, we entered into an unsecured line of credit arrangement that renews annually unless terminated by either party. The line of credit is $60,000 with an interest rate of prime plus 3.00%, resulting in an interest rate of 6.5% at September 30, 2016. There are no loan covenants applicable to this line of credit and the amounts outstanding are $59,945 and $58,195 as of September 30, 2016 and December 31, 2015, respectively |
NOTE 8 - RELATED PARTY TRANSACT
NOTE 8 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 – RELATED PARTY TRANSACTIONS Debt agreements from board member On May 20, 2016, our Chief Executive Officer personally invested in our 8% convertible debenture (with an attached warrant), the principal portion of which is due and payable on May 19, 2019. On February 18, 2016, we entered into a 10% unsecured note due on February 18, 2017 with our Chairman, Marvin Hausman. |
NOTE 9 - STOCKHOLDERS' EQUITY (
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock On May 26, 2011, our board of directors designated 350,000 shares of preferred stock as Series A preferred stock, $0.001 par value. The Series A preferred stock is entitled to a liquidation preference in the amount of $5 per share, votes on an as converted basis with the common stock on all matters as to which holders of common stock shall be entitled to vote, is subject to anti-dilution protection and is currently convertible into common stock on a one-for-ten basis. Common stock The Company is authorized to issue 150,000,000 shares of common stock at $0.001 par value. Stock incentive plan On September 17, 2010, our Board of Directors adopted the 2010 Stock Incentive Plan (“Plan”). The Plan provides for the grant of options to purchase shares of our common stock, and stock awards consisting of shares of our common stock, to eligible participants, including directors, executive officers, employees and consultants of the Company. As of December 31, 2015, we have reserved 4,700,000 shares of common stock for issuance under the Plan with an annual increase in shares of 50,000 as of January 1 of each year; commencing January 1, 2012. We currently have reserved for issuance 4,750,000 shares as of January 1, 2016. A summary of option activity under the stock option plan as of September 30, 2016 and changes during the quarter then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Price Exercise Contractual Term Intrinsic Shares Range Price (Years) Value Outstanding, December 31, 2015 2,898,220 $ 0.09 - $1.00 $ 0.43 11.25 - Exercisable, December 31, 2015 2,661,493 $ 0.20 - $1.00 $ 0.42 11.66 - Granted - $ - $ - - - Exercised - $ - $ - - - Expired/Forfeited 41,250 $ 0.40 - $1.00 $ 0.60 - - Outstanding, September 30, 2016 2,856,970 $ 0.09 - $0.81 $ 0.42 11.34 - Exercisable, September 30, 2016 2,706,909 $ 0.09 - $0.81 $ 4.41 11.64 - The range of exercise prices for options outstanding under the 2010 Stock Incentive Plan at September 30, 2016 is as follows: Number of Exercise shares Price 20,000 $ 0.09 190,000 $ 0.20 300,000 $ 0.30 55,000 $ 0.38 1,386,670 $ 0.40 10,000 $ 0.45 610,300 $ 0.50 160,000 $ 0.60 15,000 $ 0.62 100,000 $ 0.75 10,000 $ 0.81 2,856,970 At September 30, 2016, 1,893,030 unissued shares remained available under the Plan. Also, at September 30, 2016, the Company had $61,395 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 5.7 years. Warrants When issued, warrants generally result from consulting, debt or equity investment agreements. Outstanding warrants to purchase common stock are as follows: Date of Issue Number of shares Exercise Price Expiration As of December 2015 18,849,357 $ 0.001-10.00 10/2016-10/2029 January-16 257,055 $ 0.125 01/2019 April-16 100,000 $ 0.125 04/2019 May-16 25,000 $ 0.125 05/2019 June-16 25,000 $ 0.125 06/2019 August-16 110,000 $ 0.10 08/2021 September-16 40,000 $ 0.10 09/2021 Total as of September 30, 2016 19,406,412 We use the Black-Scholes option-pricing model to determine the fair value of warrants on the date of grant. In determining the fair value of warrants, we employed the following key assumptions: September 30, 2016 December 31, 2015 Risk-free interest rate 1.22 % 0.28% - 2.97 % Expected dividend yield 0 % 0 % Volatility 176.62 % 166.10%-204.66 % Expected life 5 years 3-7 years Weighted average price $ 0.10 $ 0.39 |
NOTE 10 - COMMITMENTS AND CONTI
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases The Company has a lease agreement on its headquarters facilities that expires in May 2018. The lease terms include a base monthly rental rate of $3,343 per month, increasing to $3,410 in August 2016, and then $3,478 in August 2017. The Company has analyzed the requirement to straight-line the full value of the lease agreement over the life of the lease and has determined that there is no need to book a deferred rent liability as the amount is immaterial. Employment Agreements During 2015, the Company entered into employment agreements with its CEO, COO/CFO and CSO. Commencement of payment of the base salaries under these employment agreements was, and continues to be, conditional on fundraising results. Management determined that no base salary for the CEO or CSO would be accrued or paid for 2015, based primarily upon the financial needs of the Company through the end of that year. Payment of base salary commenced for the COO/CFO in December 2015 and we commenced accrual of salaries for the CEO and CSO on January 1, 2016. Litigation During first and second quarter 2016, we were involved in arbitration with a former employee who had made claims against us, along with other potential allegations seeking approximately $93,000, plus punitive damages. The Company was notified on August 21, 2016 that the arbitrator ruled that the Company will have to pay the former employee $93,074 plus accrued interest of 9% per annum, totaling $6,283 through September 30, 2016. We have accrued this amount and it is included in the accounts payable and accrued expenses on the balance sheet. |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 11 – SUBSEQUENT EVENTS During fourth quarter 2016, the Company received $375,000 in short-term debt financing from four investors. The terms of the notes are 10% per annum and the notes are due in fourth quarter 2017. Attached to the notes are five-year warrants for the purchase of a total of 1,600,000 shares of common stock at $0.10 per share. The notes are also convertible at the lenders discretion into a particular future financing offered by the Company, if and when such financing occurs. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation and principles of consolidation The accompanying consolidated unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC. All intercompany accounts have been eliminated for the purpose of the consolidated financial statement presentation. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash We consider all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts receivable Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses based on specific identification of accounts in our existing accounts receivable. Outstanding account balances are reviewed individually for collectibility. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. We generally consider all accounts greater than 30 days old to be past due. Account balances are charged off against allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $5,736 and $30,022 at September 30, 2016 and December 31, 2015, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventory, which consists primarily of raw materials to be used in the production of our dietary supplement products, is stated at the lower of cost or market using the first-in, first-out method. We regularly review our inventory on hand and, when necessary, record a provision for excess or obsolete inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment Property and equipment are recorded at cost. Additions and improvements that increase the value or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. 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 statement of operations. Depreciation is computed on a straight-line basis over the following estimated useful lives of the assets: Office equipment 3 years Production equipment 5 to 7 years Equipment under capital lease 5 to 7 years Leasehold improvements Lesser of lease term or useful life of improvement |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patents Patents, once issued or purchased, are amortized using the straight-line method over their economic remaining useful lives. All internally developed process costs incurred to the point when a patent application is to be filed are expensed as incurred and classified as research and development costs. Patent application costs, generally legal costs, are capitalized pending disposition of the individual patent application, and are subsequently either amortized based on the initial patent life granted, generally 15 to 20 years for domestic patents and five to 20 years for foreign patents, or expensed if the patent application is rejected. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Licenses Licenses that allow us to use certain technology in the production of our products are amortized on a straight-line basis over their remaining useful life (typically 15-17 years). Long-lived assets, including licenses, property and equipment and patents are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. |
Debt, Policy [Policy Text Block] | Discount on convertible notes payable We allocate the proceeds received from convertible notes between convertible notes payable and warrants, if applicable. The resulting discount for warrants is amortized using the effective interest method over the life of the debt instrument. After allocating a portion of the proceeds to the warrants, the effective conversion price of the convertible note payable can be determined. If the effective conversion price is lower than the market price at the date of issuance, a beneficial conversion feature is recorded as an additional discount to the convertible note payable. The beneficial conversion feature discount is amortized using the effective interest method over the life of the debt instrument. The amortization is recorded as interest expense on the consolidated statements of operations. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable and accounts payable, approximate their fair values (determined based on Level 1 inputs in the fair value hierarchy) because of the short maturity of these instruments. Due to conversion features and other terms, it is not practical to estimate the fair value of notes payable and convertible notes. The carrying value of the Company’s line of credit would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. |
Fair Value Measurement, Policy [Policy Text Block] | Fair value measurements We measure fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: 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 Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions. We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. Consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2016 or December 31, 2015 nor any gains or losses reported in the consolidated statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended September 30, 2016 and September 30, 2015. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition We recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been performed, (iii) amounts are fixed or determinable and (iv) collectibility of amounts is reasonably assured. Revenues from the sale of products, including shipping and handling fees but excluding statutory taxes collected from customers, as applicable, are recognized when shipment has occurred. We sell our products directly to customers. Persuasive evidence of an arrangement is demonstrated via order and invoice, product delivery is evidenced by a bill of lading from the third party carrier and title transfers upon shipment, the sales price to the customer is fixed upon acceptance of the order and there is no separate sales rebate, discount, or volume incentive. Allowances for product returns, primarily in connection with one distribution agreement, are provided at the time the sale is recorded. This allowance is based upon historical return rates for the Company and relevant industry patterns, which reflects anticipated returns of unopened product in its original packaging to be received over a period of 120 days following the original sale. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and handling costs Amounts charged to customers for shipping products are included in revenues and the related costs are classified in cost of goods sold as incurred. |
Advertising Costs, Policy [Policy Text Block] | Advertising and promotion costs Costs associated with the advertising and promotions of our products are expensed as incurred. |
Stockholders' Equity, Policy [Policy Text Block] | Equity instruments issued to parties other than employees for acquiring goods or services We account for all transactions in which goods or services are the consideration received for the issuance of equity instruments based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Recently, such transactions are primarily awards of warrants to purchase common stock. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The assumptions used to determine the fair value of our warrants are as follows: · The expected life of warrants issued represents the period of time the warrants is expected to be outstanding; · The expected volatility is generally based on the historical volatility of comparable companies’ stock over the contractual life of the warrant; · The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrant; and · The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrant. |
Income Tax, Policy [Policy Text Block] | Income taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our consolidated statements of income in the period that includes the enactment date. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. We did not record an income tax provision for the three and nine months ended September 30, 2016 and 2015 as we had a net taxable loss (the benefit of which was fully reserved) in the periods. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per common share Basic and diluted net loss per share has been computed by dividing our net loss by the weighted average number of common shares issued and outstanding. Convertible preferred stock, options and warrants to purchase our common stock as well as debt which is convertible into common stock are anti-dilutive and therefore are not included in the determination of the diluted net loss per share for three and nine months ended September 30, 2016 and 2015. The following table presents a reconciliation of basic loss per share and excluded dilutive securities: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (288,776 ) $ (366,922 ) $ (963,005 ) $ (1,956,766 ) Denominator: Weighted-average common shares outstanding 28,142,277 28,319,757 28,133,328 22,680,896 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.09 ) Common stock warrants 19,406,412 19,091,578 19,406,412 19,091,578 Series A convertible preferred stock 1,885,630 1,913,070 1,885,630 1,913,070 Stock options 2,856,970 2,896,470 2,856,970 2,896,470 Convertible debt including interest 3,833,963 96,013 3,833,963 96,013 Excluded dilutive securities 27,982,975 23,997,131 27,982,975 23,997,131 |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to prior period financial statements and footnotes in order to conform to the current period’s presentation. |
Segment Reporting, Policy [Policy Text Block] | Segments We have determined that we operate in one segment for financial reporting purposes. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting pronouncements In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for Entia beginning after December 15, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting this new accounting standard on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. This ASU is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents a reconciliation of basic loss per share and excluded dilutive securities: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss $ (288,776 ) $ (366,922 ) $ (963,005 ) $ (1,956,766 ) Denominator: Weighted-average common shares outstanding 28,142,277 28,319,757 28,133,328 22,680,896 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.09 ) Common stock warrants 19,406,412 19,091,578 19,406,412 19,091,578 Series A convertible preferred stock 1,885,630 1,913,070 1,885,630 1,913,070 Stock options 2,856,970 2,896,470 2,856,970 2,896,470 Convertible debt including interest 3,833,963 96,013 3,833,963 96,013 Excluded dilutive securities 27,982,975 23,997,131 27,982,975 23,997,131 |
Estimated Useful Lives [Member] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Depreciation is computed on a straight-line basis over the following estimated useful lives of the assets: Office equipment 3 years Production equipment 5 to 7 years Equipment under capital lease 5 to 7 years Leasehold improvements Lesser of lease term or useful life of improvement |
NOTE 3 - INVENTORY (Tables)
NOTE 3 - INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of the following at: September 30, 2016 December 31, 2015 Raw materials $ 196,593 $ 219,074 Finished goods 18,140 27,313 214,733 246,387 Less reserve for excess and obsolete inventory (151,064 ) (151,064 ) 63,669 95,323 Less current portion (28,669 ) (40,323 ) $ 35,000 $ 55,000 |
NOTE 4 - PROPERTY AND EQUIPME21
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment Table [Member] | |
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, stated at cost, consists of the following at: September 30, 2016 December 31, 2015 Office equipment $ 31,658 $ 31,658 Production equipment 90,899 90,899 Leasehold improvements 16,328 16,328 138,885 138,885 Less: accumulated depreciation (117,106 ) (106,199 ) $ 21,779 $ 32,686 |
NOTE 5 - PATENTS AND LICENSES22
NOTE 5 - PATENTS AND LICENSES, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The gross carrying amounts and accumulated amortization related to these intangible assets consist of the following at: September 30, 2016 December 31, 2015 Licenses and amortizable patents $ 97,244 $ 97,244 Unamortized patents 186,510 179,393 Accumulated amortization (47,350 ) (44,053 ) Patents and licenses, net $ 236,404 $ 232,584 |
NOTE 6 - ACCRUED EXPENSES (Tabl
NOTE 6 - ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses (included with accounts payable) consists of the following at: September 30, 2016 December 31, 2015 Executive compensation $ 602,101 $ 327,285 Other accruals 156,822 38,022 $ 758,923 $ 365,307 |
NOTE 7 - NOTES PAYABLE (Tables)
NOTE 7 - NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes payable consists of the following: September 30, 2016 December 31, 2015 Notes payable - current 5.86% unsecured, $781 due monthly - 2,687 4.15% unsecured, $3,436 due monthly - 36,374 8.95% unsecured, $314 due monthly 490 - 8.95% unsecured, $748 due monthly 3,625 - 10% unsecured due on February 16, 2017. 10,000 - $ 14,115 $ 39,061 Notes payable, related party $10,000, 10% unsecured due on February 18, 2017 $ 10,000 $ - $ 10,000 $ - |
Convertible Debt [Table Text Block] | Convertible notes payable, net $55,000, 8% secured due on December 26, 2016, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $50,000 was converted into the new note with $5,000 of accrued interest being added to principal. Remaining $4,500 in accrued interest was forgiven and reported as a gain on extinguishment of debt on the statement of operations. $ 52,649 $ 50,000 6% unsecured, convertible into common stock at $2.00 per share, due on demand 50,000 50,000 $11,333, 8% unsecured due December 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $10,000 was converted into the new note with $1,333 of accrued interest being added to principal. 10,798 10,000 $11,000, 8% unsecured due October 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing note of $10,000 was converted into the new note with $1,000 of accrued interest being added to principal. Remaining $208 in accrued interest was forgiven and reported as a gain on extinguishment of debt on the statement of operations. 10,480 10,000 $50,000, 8% unsecured due November 25, 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. 47,769 46,981 $15,000, 8% unsecured due November 2018, net of discount related to warrant, convertible into common stock at $0.10 per share. Existing 0% note of $15,000 exchanged into new note. 14,292 15,000 $50,000, 8% unsecured due March 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 47,462 - $25,000, 8% unsecured due March 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 23,731 - $100,000, 8% unsecured due April 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 95,833 - $25,000, 8% unsecured due June 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. 24,358 - $50,000, 10% unsecured due August 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 47,072 - $15,000, 10% unsecured due September 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 11,952 - $10,000, 10% unsecured due September 2017, net of discount related to warrant, convertible at lender’s option into other, yet-to-be-determined securities of a follow-on transaction, if any. 8,442 - Total Convertible notes payable 448,838 181,981 Less: Current Portion (170,115 ) (181,981 ) $ 274,723 $ - Convertible notes payable, net, related party $25,000, 8% unsecured due May 2019, net of discount related to warrant, convertible into common stock at $0.10 per share. $ 23,924 $ - $ 23,924 $ - |
NOTE 9 - STOCKHOLDERS' EQUITY25
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of option activity under the stock option plan as of September 30, 2016 and changes during the quarter then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Price Exercise Contractual Term Intrinsic Shares Range Price (Years) Value Outstanding, December 31, 2015 2,898,220 $ 0.09 - $1.00 $ 0.43 11.25 - Exercisable, December 31, 2015 2,661,493 $ 0.20 - $1.00 $ 0.42 11.66 - Granted - $ - $ - - - Exercised - $ - $ - - - Expired/Forfeited 41,250 $ 0.40 - $1.00 $ 0.60 - - Outstanding, September 30, 2016 2,856,970 $ 0.09 - $0.81 $ 0.42 11.34 - Exercisable, September 30, 2016 2,706,909 $ 0.09 - $0.81 $ 4.41 11.64 - |
Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Table Text Block] | The range of exercise prices for options outstanding under the 2010 Stock Incentive Plan at September 30, 2016 is as follows: Number of Exercise shares Price 20,000 $ 0.09 190,000 $ 0.20 300,000 $ 0.30 55,000 $ 0.38 1,386,670 $ 0.40 10,000 $ 0.45 610,300 $ 0.50 160,000 $ 0.60 15,000 $ 0.62 100,000 $ 0.75 10,000 $ 0.81 2,856,970 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | When issued, warrants generally result from consulting, debt or equity investment agreements. Outstanding warrants to purchase common stock are as follows: Date of Issue Number of shares Exercise Price Expiration As of December 2015 18,849,357 $ 0.001-10.00 10/2016-10/2029 January-16 257,055 $ 0.125 01/2019 April-16 100,000 $ 0.125 04/2019 May-16 25,000 $ 0.125 05/2019 June-16 25,000 $ 0.125 06/2019 August-16 110,000 $ 0.10 08/2021 September-16 40,000 $ 0.10 09/2021 Total as of September 30, 2016 19,406,412 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | We use the Black-Scholes option-pricing model to determine the fair value of warrants on the date of grant. In determining the fair value of warrants, we employed the following key assumptions: September 30, 2016 December 31, 2015 Risk-free interest rate 1.22 % 0.28% - 2.97 % Expected dividend yield 0 % 0 % Volatility 176.62 % 166.10%-204.66 % Expected life 5 years 3-7 years Weighted average price $ 0.10 $ 0.39 |
NOTE 1 - ORGANIZATION AND OPE26
NOTE 1 - ORGANIZATION AND OPERATIONS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Disclosure Text Block [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 2,020 | $ 24,133 | $ 41,354 | $ 99,462 |
NOTE 2 - SUMMARY OF SIGNIFICA27
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Allowance for Doubtful Accounts Receivable (in Dollars) | $ 5,736 | $ 30,022 |
Number of Operating Segments | 1 | |
Domestic Patents [Member] | Minimum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Domestic Patents [Member] | Maximum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Foreign Patents [Member] | Minimum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Foreign Patents [Member] | Maximum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Technology-Based Intangible Assets [Member] | Minimum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Technology-Based Intangible Assets [Member] | Maximum [Member] | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 17 years |
NOTE 2 - SUMMARY OF SIGNIFICA28
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, Plant and Equipment, Estimated Useful Lives | 9 Months Ended |
Sep. 30, 2016 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Lesser of lease term or useful life of improvement |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Minimum [Member] | Assets Held under Capital Leases [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum [Member] | Assets Held under Capital Leases [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
NOTE 2 - SUMMARY OF SIGNIFICA29
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net loss (in Dollars) | $ (288,776) | $ (366,922) | $ (963,005) | $ (1,956,766) |
Denominator: | ||||
Weighted-average common shares outstanding | 28,142,277 | 28,319,757 | 28,133,328 | 22,680,896 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.09) |
Excluded dilutive securties | 27,982,975 | 23,997,131 | 27,982,975 | 23,997,131 |
Warrant [Member] | ||||
Denominator: | ||||
Excluded dilutive securties | 19,406,412 | 19,091,578 | 19,406,412 | 19,091,578 |
Convertble Preferred Shares [Member] | ||||
Denominator: | ||||
Excluded dilutive securties | 1,885,630 | 1,913,070 | 1,885,630 | 1,913,070 |
Equity Option [Member] | ||||
Denominator: | ||||
Excluded dilutive securties | 2,856,970 | 2,896,470 | 2,856,970 | 2,896,470 |
Convertible Debt Securities [Member] | ||||
Denominator: | ||||
Excluded dilutive securties | 3,833,963 | 96,013 | 3,833,963 | 96,013 |
NOTE 3 - INVENTORY (Details) -
NOTE 3 - INVENTORY (Details) - Schedule of Inventory - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 196,593 | $ 219,074 |
Finished goods | 18,140 | 27,313 |
214,733 | 246,387 | |
Less reserve for excess and obsolete inventory | (151,064) | (151,064) |
63,669 | 95,323 | |
Less current portion | (28,669) | (40,323) |
$ 35,000 | $ 55,000 |
NOTE 4 - PROPERTY AND EQUIPME31
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 138,885 | $ 138,885 |
Less: accumulated depreciation | (117,106) | (106,199) |
21,779 | 32,686 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,658 | 31,658 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 90,899 | 90,899 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,328 | $ 16,328 |
NOTE 5 - PATENTS AND LICENSES32
NOTE 5 - PATENTS AND LICENSES, NET (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
NOTE 5 - PATENTS AND LICENSES, NET (Details) [Line Items] | ||||
Amortization of Intangible Assets | $ 1,099 | $ 3,372 | $ 3,297 | $ 10,112 |
Licensing Agreements [Member] | Minimum [Member] | ||||
NOTE 5 - PATENTS AND LICENSES, NET (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 17 years |
NOTE 5 - PATENTS AND LICENSES33
NOTE 5 - PATENTS AND LICENSES, NET (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (47,350) | $ (44,053) |
Patents and licenses, net | 236,404 | 232,584 |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangilble assets, gross | 97,244 | 97,244 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangilble assets, gross | $ 186,510 | $ 179,393 |
NOTE 6 - ACCRUED EXPENSES (De
NOTE 6 - ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Accrued Liabilities [Abstract] | ||
Executive compensation | $ 602,101 | $ 327,285 |
Other accruals | 156,822 | 38,022 |
$ 758,923 | $ 365,307 |
NOTE 7 - NOTES PAYABLE (Details
NOTE 7 - NOTES PAYABLE (Details) - USD ($) | Mar. 25, 2014 | Sep. 30, 2016 | Dec. 31, 2015 |
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | |||
Line of Credit, Current | $ 59,945 | $ 58,195 | |
Line of Credit [Member] | |||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | ||
Line of Credit Facility, Interest Rate at Period End | 6.50% | ||
Prime Rate [Member] | Line of Credit [Member] | |||
NOTE 7 - NOTES PAYABLE (Details) [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
NOTE 7 - NOTES PAYABLE (Detai36
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Notes payable - current | ||
Notes payable | $ 14,115 | $ 39,061 |
Notes payable, related party | ||
Related party notes payable | 10,000 | 0 |
Note Payable 1 [Member] | Loans Payable [Member] | ||
Notes payable - current | ||
Notes payable | 0 | 2,687 |
Note Payable 2 [Member] | Loans Payable [Member] | ||
Notes payable - current | ||
Notes payable | 0 | 36,374 |
Note Payable 3 [Member] | Loans Payable [Member] | ||
Notes payable - current | ||
Notes payable | 490 | 0 |
Note Payable 4 [Member] | Loans Payable [Member] | ||
Notes payable - current | ||
Notes payable | 3,625 | 0 |
Note Payable 5 [Member] | Loans Payable [Member] | ||
Notes payable - current | ||
Notes payable | 10,000 | 0 |
Related Party Note [Member] | Loans Payable [Member] | ||
Notes payable, related party | ||
Related party notes payable | $ 10,000 | $ 0 |
NOTE 7 - NOTES PAYABLE (Detai37
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) - Loans Payable [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Note Payable 1 [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 5.86% | 5.86% |
Due monthly (in Dollars) | $ 781 | $ 781 |
Note Payable 2 [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 4.15% | 4.15% |
Due monthly (in Dollars) | $ 3,436 | $ 3,436 |
Note Payable 3 [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 8.95% | |
Due monthly (in Dollars) | $ 314 | |
Note Payable 4 [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 8.95% | 8.95% |
Due monthly (in Dollars) | $ 748 | $ 748 |
Note Payable 5 [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 10.00% | |
Due | Feb. 16, 2017 | |
Related Party Note [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||
% | 10.00% | |
Due | Feb. 18, 2017 | |
face amount (in Dollars) | $ 10,000 |
NOTE 7 - NOTES PAYABLE (Detai38
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | $ 448,838 | $ 181,981 |
Less: Current Portion | (170,115) | (181,981) |
274,723 | 0 | |
Convertible notes payable, net, related party | ||
Convertible Notes Payable, Related Party | 23,924 | 0 |
Chief Executive Officer [Member] | Convertible Debt [Member] | ||
Convertible notes payable, net, related party | ||
Convertible Notes Payable, Related Party | 23,924 | 0 |
Convertible Note 1 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 52,649 | 50,000 |
Convertible Note 2 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 50,000 | 50,000 |
Convertible Note 3 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 10,798 | 10,000 |
Convertible Note 4 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 10,480 | 10,000 |
Convertible Note 5 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 47,769 | 46,981 |
Convertible Note 6 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 14,292 | 15,000 |
Convertible Note 7 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 47,462 | 0 |
Convertible Note 8 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 23,731 | 0 |
Convertible Note 9 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 95,833 | 0 |
Convertible Note 10 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 24,358 | 0 |
Convertible Note 11 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 47,072 | 0 |
Convertible Note 12 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | 11,952 | 0 |
Convertible Note 13 [Member] | Convertible Debt [Member] | ||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt [Line Items] | ||
Convertible Note Payable | $ 8,442 | $ 0 |
NOTE 7 - NOTES PAYABLE (Detai39
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | May 20, 2016 | |
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
Gain on extinguishment of accrued interest | $ 0 | $ 0 | $ 4,708 | $ 0 | ||
Chief Executive Officer [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | |||||
Chief Executive Officer [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | ||||
Due | May 2,019 | |||||
Face amount | $ 25,000 | |||||
Convertible at | $ 0.10 | $ 0.10 | ||||
Convertible Note 1 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | 8.00% | |||
Due | December 26, 2016 | December 26, 2016 | ||||
Face amount | $ 55,000 | $ 50,000 | ||||
Convertible at | $ 0.10 | $ 0.10 | $ 0.10 | |||
Note | Existing note of $50,000 was converted into the new note with $5,000 of accrued interest being added to principal. | |||||
Accrued interest added to principal | $ 5,000 | |||||
Gain on extinguishment of accrued interest | $ 4,500 | |||||
Convertible Note 2 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 6.00% | 6.00% | 6.00% | |||
Due | on demand | on demand | ||||
Convertible at | $ 2 | $ 2 | $ 2 | |||
Convertible Note 3 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | 8.00% | |||
Due | December 2,018 | December 2,018 | ||||
Face amount | $ 11,333 | $ 10,000 | ||||
Convertible at | $ 0.10 | $ 0.10 | $ 0.10 | |||
Note | Existing note of $10,000 was converted into the new note with $1,333 of accrued interest being added to principal. | |||||
Accrued interest added to principal | $ 1,333 | |||||
Convertible Note 4 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | 8.00% | |||
Due | October 2,018 | October 2,018 | ||||
Face amount | $ 11,000 | $ 10,000 | ||||
Note | Existing note of $10,000 was converted into the new note with $1,000 of accrued interest being added to principal. | |||||
Accrued interest added to principal | $ 1,000 | |||||
Gain on extinguishment of accrued interest | $ 208 | |||||
Convertible Note 5 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | 8.00% | |||
Due | November 25, 2018 | November 25, 2018 | ||||
Face amount | $ 50,000 | $ 50,000 | ||||
Convertible at | $ 0.10 | $ 0.10 | $ 0.10 | |||
Convertible Note 6 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | 0.00% | |||
Due | November 2,018 | November 2,018 | ||||
Face amount | $ 15,000 | $ 15,000 | ||||
Convertible at | $ 0.10 | $ 0.10 | $ 0.10 | |||
Note | Existing 0% note of $15,000 exchanged into new note. | |||||
Convertible Note 7 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | ||||
Due | March 2,019 | |||||
Face amount | $ 50,000 | |||||
Convertible at | $ 0.10 | $ 0.10 | ||||
Convertible Note 8 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | ||||
Due | March 2,019 | |||||
Face amount | $ 25,000 | |||||
Convertible at | $ 0.10 | $ 0.10 | ||||
Convertible Note 9 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | ||||
Due | April 2,019 | |||||
Face amount | $ 100,000 | |||||
Convertible at | $ 0.10 | $ 0.10 | ||||
Convertible Note 10 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 8.00% | 8.00% | ||||
Due | June 2,019 | |||||
Face amount | $ 25,000 | |||||
Convertible at | $ 0.10 | $ 0.10 | ||||
Convertible Note 11 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 10.00% | 10.00% | 10.00% | |||
Due | August 2,017 | August 2,017 | ||||
Face amount | $ 50,000 | |||||
Convertible at | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. | ||||
Convertible Note 12 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 10.00% | 10.00% | 10.00% | |||
Due | September 2,017 | September 2,017 | ||||
Face amount | $ 15,000 | $ 15,000 | ||||
Convertible at | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. | ||||
Convertible Note 13 [Member] | Convertible Debt [Member] | ||||||
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Convertible Debt (Parentheticals) [Line Items] | ||||||
% | 10.00% | 10.00% | 10.00% | |||
Due | September 2,017 | September 2,017 | ||||
Face amount | $ 10,000 | $ 10,000 | ||||
Convertible at | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. | Convertible at lender's option into other, yet-to-be-determined securities of a follow-on transaction, if any. |
NOTE 8 - RELATED PARTY TRANSA40
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) | May 20, 2016 | Feb. 18, 2016 |
Chief Executive Officer [Member] | ||
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Director [Member] | Unsecured Debt [Member] | ||
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
NOTE 9 - STOCKHOLDERS' EQUITY41
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($) | Jan. 01, 2016 | May 26, 2011 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 5 | ||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
2010 Stock Incentive Plan [Member] | |||||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 50,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,750,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,893,030 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 61,395 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 years 255 days | ||||
Series A Preferred Stock [Member] | |||||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 350,000 | 350,000 | 350,000 | ||
Preferred Stock, No Par Value (in Dollars per share) | $ 0.001 | ||||
Preferred Stock, Conversion Basis | one-for-ten | ||||
Automatic Increase in Shares Authorized [Member] | 2010 Stock Incentive Plan [Member] | |||||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 50,000 | 4,700,000 |
NOTE 9 - STOCKHOLDERS' EQUITY42
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Stock Options, Activity - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ||
Options Outstanding, Number of Shares (in Shares) | 2,856,970 | 2,898,220 |
Options Outstanding, Weighted Average Exercise Price | $ 0.42 | $ 0.43 |
Options Outstanding, Weighted Average Remaining Contractual Term | 11 years 124 days | 11 years 3 months |
Options Exercisable, Number of Shares (in Shares) | 2,706,909 | 2,661,493 |
Options Exercisable, Weighted Average Exercise Price | $ 4.41 | $ 0.42 |
Options Exercisable, Weighted Average Remaining Contractual Term | 11 years 233 days | 11 years 240 days |
Granted (in Shares) | 0 | |
Exercised (in Shares) | 0 | |
Expired/Forfeited (in Shares) | 41,250 | |
Expired/Forfeited | $ 0.60 | |
Minimum [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ||
Options Outstanding, Exercise Price | 0.09 | $ 0.09 |
Options Exercisable, Exercise Price | 0.09 | 0.20 |
Expired/Forfeited | 0.40 | |
Maximum [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ||
Options Outstanding, Exercise Price | 0.81 | 1 |
Options Exercisable, Exercise Price | 0.81 | $ 1 |
Expired/Forfeited | $ 1 |
NOTE 9 - STOCKHOLDERS' EQUITY43
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 2,856,970 | 2,898,220 |
Options Exerciable at $0.09 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 20,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.09 | |
Options Exercisable at $0.20 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 190,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.20 | |
Options Exercisable at $0.30 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 300,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.30 | |
Options Exercisable at $0.38 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 55,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.38 | |
Options Exercisable at $0.40 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 1,386,670 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.40 | |
Options Exercisable at $0.45 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 10,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.45 | |
Options Exercisable at $0.50 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 610,300 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.50 | |
Options Exercisable at $0.60 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 160,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.60 | |
Options Exercisable at $0.62 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 15,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.62 | |
Options Exercisable at $0.75 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 100,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.75 | |
Options Exercisable at $0.81 [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Share-based Compensation, Shares Outstanding under Stock Option Plans, by Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 10,000 | |
Exercise Price of Options Outstanding (in Dollars per share) | $ 0.81 |
NOTE 9 - STOCKHOLDERS' EQUITY44
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Schedule of Stockholders' Equity Note, Warrants - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants Outstanding | 19,406,412 | 18,849,357 | |||||
Warrants, Exercise Price | $ 0.10 | $ 0.10 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | |
Expiration | 09/2021 | 08/2021 | 06/2019 | 05/2019 | 04/2019 | 01/2019 | 10/2016-10/2029 |
Warrants Granted | 40,000 | 110,000 | 25,000 | 25,000 | 100,000 | 257,055 | |
Warrants, Exercise Price | $ 0.10 | $ 0.10 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | |
Expiration | 09/2021 | 08/2021 | 06/2019 | 05/2019 | 04/2019 | 01/2019 | 10/2016-10/2029 |
Minimum [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, Exercise Price | $ 0.001 | ||||||
Warrants, Exercise Price | 0.001 | ||||||
Maximum [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, Exercise Price | 10 | ||||||
Warrants, Exercise Price | $ 10 |
NOTE 9 - STOCKHOLDERS' EQUITY45
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Fair Value Measurements, Stock Options, Valuation Assumptions - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Fair Value Measurements, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 1.22% | |
Expected dividend yield | 0.00% | 0.00% |
Volatility | 176.62% | |
Expected life | 5 years | |
Weighted average price (in Dollars per share) | $ 0.10 | $ 0.39 |
Minimum [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Fair Value Measurements, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 0.28% | |
Volatility | 166.10% | |
Expected life | 3 years | |
Maximum [Member] | ||
NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Details) - Fair Value Measurements, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 2.97% | |
Volatility | 204.66% | |
Expected life | 7 years |
NOTE 10 - COMMITMENTS AND CON46
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Litigation, Former Employee [Member] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Loss Contingency, Damages Sought, Value | $ 93,000 |
Loss Contingency, Damages Awarded, Value | $ 93,074 |
Loss Contingency, Damages Awarded, Interest on Unpaid Awards | 9.00% |
Loss Contingency, Damages Awarded, Accrued Interest on Unpaid Awards | $ 6,283 |
Land and Building [Member] | Operating Lease, Monthly Rental Expense, Year 1 [Member] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Operating Leases, Rent Expense, Minimum Rentals | 3,343 |
Land and Building [Member] | Operating Lease, Monthly Rental Expense, Year 2 [Member] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Operating Leases, Rent Expense, Minimum Rentals | 3,410 |
Land and Building [Member] | Operating Lease, Monthly Rental Expense, Year 3 [Member] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Operating Leases, Rent Expense, Minimum Rentals | $ 3,478 |
NOTE 11 - SUBSEQUENT EVENTS (De
NOTE 11 - SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | ||||||
Nov. 14, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | |
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | $ 0.10 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | |
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||
NOTE 11 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 375,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Debt Instrument, Maturity Date, Description | due in fourth quarter 2017 | ||||||
Warrants, Term of Warrants | 5 years | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,600,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are also convertible at the lenders discretion into a particular future financing offered by the Company, if and when such financing occurs. |