Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016 | |
Document And Entity Information | |
Entity Registrant Name | Kraig Biocraft Laboratories, Inc |
Entity Central Index Key | 1,413,119 |
Document Type | POS AM |
Document Period End Date | Mar. 31, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | Yes |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | |||
Cash | $ 187,002 | $ 238,188 | $ 495,036 |
Prepaid expenses | 250 | 645 | 1,000 |
Total Current Assets | 187,252 | 238,833 | 496,036 |
Property and Equipment, net | 61,919 | 66,104 | 43,191 |
Total Assets | 249,171 | 304,937 | 539,227 |
LIABILITIES AND STOCKHOLDERS DEFICIT | |||
Accounts payable and accrued expenses | 533,389 | 469,833 | 522,586 |
Royalty agreement payable - related party | 65,292 | 65,292 | 64,720 |
Accounts payable and accrued expenses - related party | 1,784,933 | 1,666,748 | 1,177,603 |
Total Current Liabilities | 2,383,614 | 2,201,873 | 1,764,909 |
Total Liabilities | $ 2,383,614 | $ 2,201,873 | $ 1,764,909 |
Commitments and Contingencies | |||
Stockholders Deficit | |||
Preferred stock Series A, no par value; 2 and 2 shares issued and outstanding, respectively | $ 5,217,800 | $ 5,217,800 | $ 5,217,800 |
Common stock Class A, no par value; unlimited shares authorized, 719,110,271 and 708,068,385 and 673,974,429 shares issued and outstanding, respectively | 11,001,942 | 10,801,942 | 9,812,845 |
Common stock Class B, no par value; unlimited shares authorized, no shares issued and outstanding | 0 | 0 | 0 |
Common Stock Issuable, 1,122,311 shares, respectively | 22,000 | 22,000 | 22,000 |
Additional paid-in capital | 2,444,931 | 2,373,458 | 1,900,018 |
Accumulated Deficit | (20,821,116) | (20,312,136) | (18,178,345) |
Total Stockholders Deficit | (2,134,443) | (1,896,936) | (1,225,682) |
Total Liabilities and Stockholders Deficit | $ 249,171 | $ 304,937 | $ 539,227 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders equity: | |||
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, issued shares | 2 | 2 | 2 |
Preferred stock, outstanding shares | 2 | 2 | 2 |
Common stock Class A, par value | $ 0 | $ 0 | $ 0 |
Common stock Class A, issued shares | 719,110,271 | 708,068,385 | 673,974,429 |
Common stock Class A, outstanding shares | 719,110,271 | 708,068,385 | 673,974,429 |
Common stock Class B, par value | $ 0 | $ 0 | $ 0 |
Common stock Class B, issued shares | 0 | 0 | 0 |
Common stock Class B, outstanding shares | 0 | 0 | 0 |
Common Stock Issuable, Shares | 1,122,311 | 1,122,311 | 1,122,311 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
General and Administrative | 117,867 | 156,470 | 920,919 | 896,079 |
Professional Fees | 144,013 | 81,330 | 260,716 | 180,599 |
Officer's Salary | 105,379 | 86,576 | 440,896 | 318,144 |
Research and Development | 110,681 | 79,586 | 432,008 | 439,536 |
Total Operating Expenses | 477,940 | 403,962 | 2,054,539 | 1,834,358 |
Loss from Operations | (477,940) | (403,962) | (2,054,539) | (1,834,358) |
Other Income/(Expenses) | ||||
Gain on forgiveness of debt | 0 | 9,679 | 23,245 | 30,652 |
Loss on disposal of fixed asset | 0 | 0 | (953) | 0 |
Interest expense | (31,040) | (21,892) | (101,546) | (69,281) |
Total Other Income/(Expenses) | (31,040) | (12,213) | (79,254) | (38,629) |
Net (Loss) before Provision for Income Taxes | (508,980) | (416,175) | (2,133,793) | (1,872,987) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net (Loss) | $ (508,980) | $ (416,175) | $ (2,133,793) | $ (1,872,987) |
Net Income (Loss) Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding during the period - Basic and Diluted | 710,969,281 | 676,215,156 | 685,836,581 | 662,490,382 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders Deficit - USD ($) | Preferred Stock Series A | Common Stock Class A | Common Stock Class B | Common Stock Class A Shares to be Issued | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 2 | 635,241,994 | 0 | 1,122,311 | |||
Beginning Balance, Amount at Dec. 31, 2013 | $ 5,217,800 | $ 7,810,920 | $ 0 | $ 22,000 | $ 2,053,236 | $ (16,305,358) | $ (1,201,402) |
Stock issued for cash, Shares | 27,051,006 | ||||||
Stock issued for cash, Amount | $ 1,150,000 | 1,150,000 | |||||
Shares issued for services, Shares | 1,800,000 | ||||||
Shares issued for services, Amount | $ 111,600 | 111,600 | |||||
Exercise of warrants in exchange for stock, Shares | 9,821,429 | ||||||
Exercise of warrants in exchange for stock, Amount | $ 736,816 | (736,816) | |||||
Grant warrants for services to related party | 574,642 | 574,642 | |||||
Settlement of accounts payable with stock issuance, Shares | 60,000 | ||||||
Settlement of accounts payable with stock issuance, Amount | $ 3,509 | 3,509 | |||||
Gain on the sale of the fixed asset to a related party | 8,956 | 8,956 | |||||
Net Loss | (1,872,987) | (1,872,987) | |||||
Ending Balance, Shares at Dec. 31, 2014 | 2 | 673,974,429 | 0 | 1,122,311 | |||
Ending Balance, Amount at Dec. 31, 2014 | $ 5,217,800 | $ 9,812,845 | $ 0 | $ 22,000 | 1,900,018 | (18,178,345) | (1,225,682) |
Stock issued for cash, Shares | 29,974,115 | ||||||
Stock issued for cash, Amount | $ 750,000 | 750,000 | |||||
Exercise of warrants in exchange for stock, Shares | 4,095,841 | ||||||
Exercise of warrants in exchange for stock, Amount | $ 238,342 | (238,342) | |||||
Warrants issued for services - related party | 121,448 | 121,448 | |||||
Grant warrants for services to conultants | 590,335 | 590,335 | |||||
Settlement of accounts payable with stock issuance, Shares | 24,000 | ||||||
Settlement of accounts payable with stock issuance, Amount | $ 755 | 755 | |||||
Gain on the sale of the fixed asset to a related party | 0 | ||||||
Net Loss | (2,133,793) | (2,133,793) | |||||
Ending Balance, Shares at Dec. 31, 2015 | 2 | 708,068,385 | 0 | 1,122,311 | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 5,217,800 | $ 10,801,942 | $ 0 | $ 22,000 | 2,373,458 | (20,312,136) | (1,896,936) |
Stock issued for cash, Shares | 11,041,886 | ||||||
Stock issued for cash, Amount | $ 200,000 | 200,000 | |||||
Grant warrants for services to related party | 50,644 | 50,644 | |||||
Warrants issued for services - related party | 20,829 | 20,829 | |||||
Gain on the sale of the fixed asset to a related party | 0 | ||||||
Net Loss | (508,980) | (508,980) | |||||
Ending Balance, Shares at Mar. 31, 2016 | 2 | 719,110,271 | 0 | 1,122,311 | |||
Ending Balance, Amount at Mar. 31, 2016 | $ 5,217,800 | $ 11,001,942 | $ 0 | $ 22,000 | $ 2,444,931 | $ (20,821,116) | $ (2,134,443) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | ||||
Net Loss | $ (508,980) | $ (416,175) | $ (2,133,793) | $ (1,872,987) |
Adjustments to reconcile net loss to net cash used in operations | ||||
Depreciation expense | 4,185 | 2,632 | 15,419 | 7,159 |
Gain on forgiveness of debt | 0 | (9,679) | (23,245) | (30,652) |
Loss on disposal of fixed asset | 0 | 0 | 953 | 0 |
Stock issued for services | 0 | 0 | 0 | 111,600 |
Warrants issued to consultants | 0 | 0 | 590,335 | 574,642 |
Warrants issued to related party | 71,473 | 72,317 | 121,448 | 0 |
Changes in operating assets and liabilities: | ||||
(Increase) Decrease in prepaid expenses | 395 | 0 | 355 | 743 |
(Decrease) in accrued expenses and other payables - related party | 118,185 | 123,423 | 489,719 | 110,625 |
Increase in accounts payable | 63,556 | 20,977 | (28,753) | 194,311 |
Net Cash Used In Operating Activities | (251,186) | (206,505) | (967,563) | (904,559) |
Cash Flows From Investing Activities: | ||||
Purchase of Fixed Assets and Domain Name | 0 | (39,278) | (39,285) | (41,805) |
Net Cash Provided by (Used In) Investing Activities | 0 | (39,278) | (39,285) | (41,805) |
Cash Flows From Financing Activities: | ||||
Repayment of loan payable | 0 | 0 | 0 | (3,981) |
Proceeds from issuance of common stock | 200,000 | 0 | 750,000 | 1,150,000 |
Net Cash Provided by Financing Activities | 200,000 | 0 | 750,000 | 1,146,019 |
Net Increase (Decrease) in Cash | (51,186) | (245,783) | (256,848) | 199,655 |
Cash at Beginning of Period | 238,188 | 495,036 | 495,036 | 295,381 |
Cash at End of Period | 187,002 | 249,253 | 238,188 | 495,036 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 0 | 0 | 0 | 0 |
Cash paid for taxes | 0 | 0 | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Shares issued in connection with cashless warrants exercise | 0 | 171,102 | 238,342 | 736,816 |
Settlement of accounts payable with stock issuance | 0 | 321 | 755 | 3,509 |
Gain on the sale of the fixed asset to a related party | 0 | 0 | 0 | 8,956 |
Fixed asset sold to related party to cancel accounts payable - related party | $ 0 | $ 0 | $ 0 | $ 5,548 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | (A) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries. (B) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (C) Cash For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of March 31, 2016 or December 31, 2015. (D) Loss Per Share Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of March 31, 2016 and 2015, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive. The computation of basic and diluted loss per share at March 31, 2016 and December 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: March 31, 2016 March 31, 2015 Stock Warrants (Exercise price - $0.001/share) 40,000,000 17,200,000 Convertible Preferred Stock 2 2 Total 40,000,002 17,200,002 (E) Research and Development Costs The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation. (F) Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of March 31, 2016 and December 31, 2015 there were no amounts that had been accrued in respect to uncertain tax positions. The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states. (G) Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (H) Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees (I) Business Segments The Company operates in one segment and therefore segment information is not presented. (J) Recent Accounting Pronouncements In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. (K) Reclassification The 2015 financial statements have been reclassified to conform to the 2016 presentation. (L) Equipment The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles. In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment There were no impairment losses recorded during the years ended March 31, 2016 and 2015. (M) Fair Value of Financial Instruments We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ° Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at March 31, 2016 and December 31, 2015. ° Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ° Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. March 31, 2016 December 31, 2015 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - | (A) Organization Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries. (B) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (C) Cash For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2015 or December 31, 2014. (D) Loss Per Share Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of December 31, 2015 and 2014, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive. The computation of basic and diluted loss per share at December 31, 2015 and December 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.001/share) 34,000,000 18,000,000 Convertible Preferred Stock 2 2 Total 34,000,002 18,000,002 (E) Research and Development Costs The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation. (F) Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities: Years Ended December 2015 2014 Expected income tax recovery (expense) at the statutory rate of 34% $ (724,717 ) $ (636,816 ) Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) 229,561 222,901 Change in valuation allowance 495,156 413,915 Provision for income taxes $ - $ - The components of deferred income taxes are as follows: Years Ended December 2015 2014 Deferred tax liability: $ - $ - Deferred tax asset Net Operating Loss Carryforward 3,324,665 2,829,510 Valuation allowance (3,324,665 ) (2,829,510 ) Net deferred tax asset - - $ - $ - The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Companys continued operating losses and the uncertainty of the Companys ability to utilize all of the net operating loss carryforwards before they will expire through the year 2034. The net change in the valuation allowance for the year ended December 31, 2015 and 2014 was an increase of $ 495,156 and $ $413,915, respectively. Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of December 31, 2015 and 2014 there were no amounts that had been accrued in respect to uncertain tax positions. The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states. (G) Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (H) Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees (I) Business Segments The Company operates in one segment and therefore segment information is not presented. (J) Recent Accounting Pronouncements In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. (K) Reclassification The 2014 financial statements have been reclassified to conform to the 2015 presentation. (L) Equipment The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles. In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment There were no impairment losses recorded during the years ended December 31, 2015 and 2014. (M) Fair Value of Financial Instruments We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ° Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at December 31, 2015 and December 31, 2014. ° Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ° Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. December 31, 2015 December 31, 2014 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - |
2. GOING CONCERN
2. GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | As reflected in the accompanying unaudited financial statements, the Company has a working capital deficiency of $2,196,362 and stockholders deficiency of $2,134,443 and used $251,186 of cash in operations for the three months ended March 31, 2016. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. | As reflected in the accompanying financial statements, the Company has a working capital deficiency of $1,963,044 and stockholders deficiency of $1,896,936 and used $967,563 of cash in operations for the year ended December 31, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
3. EQUIPMENT
3. EQUIPMENT | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
EQUIPMENT | At March 31, 2016 and March 31, 2015, property and equipment, net, is as follows: As of March 31, 2016 (Unaudited) As of December 31, 2015 Automobile $ 41,805 $ 41,805 Laboratory Equipment 36,822 36,822 Office Equipment 6,466 6,466 Less: Accumulated Depreciation (23,174 ) (18,989 ) Total Property and Equipment, net $ 61,919 $ 66,104 Depreciation expense for the three months ended March 31, 2016 and 2015 was $4,185 and $2,632, respectively. | At December 31, 2015 and December 31, 2014 equipment is as follows: As of December 31, 2015 As of December 31, 2014 Automobile $ 41,805 $ 41,805 Laboratory Equipment 36,822 Office Equipment 6,466 5,560 Less: Accumulated Depreciation (18,989 ) (4,174 ) Total Property and Equipment $ 66,104 $ 43,191 Depreciation and amortization expense for the years ended December 31, 2015 and 2014 was $15,419 and $7,159, respectively. On November 10, 2014, the Company sold to the officer of the Company a used automobile for the price of $14,504. The Company recorded a gain on the sale of the asset of $8,956 as donated capital due to the transaction being with a related party. |
3a. LOAN PAYABLE
3a. LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | On December 8, 2010 the Company entered into a five year loan agreement with the principal loan amount of $15,828. The loan carries an interest rate of 6.94%, and is secured by an automobile. For the years ending December 31, 2015 and December 31, 2014, the Company repaid $0, and $3,981 in loan balance, respectively. At December 31, 2014 the loan balance was repaid in full. |
4. ACCRUED INTEREST PAYABLE - R
4. ACCRUED INTEREST PAYABLE - RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
LOAN PAYABLE-RELATED PARTY | On February 25, 2013 the Company received $150,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 3%, is unsecured and due on demand. At December 31, 2013 the loan balance was repaid. The Company recorded accrued interest payable of $2,001 as of March 31, 2016. The Company recorded accrued interest payable of $2,001 as of December 31, 2015. | On February 25, 2013 the Company received $150,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 3%, is unsecured and due on demand. At December 31, 2013 the loan balance was repaid. The Company recorded a accrued interest payable of $2,001 as of December 31, 2015. |
5. STOCKHOLDERS' DEFICIT
5. STOCKHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
STOCKHOLDERS' DEFICIT | (A) Common Stock Issued for Cash On January 28, 2014 the Company issued 3,537,736 shares of common stock for $150,000 ($0.04/share). On February 18, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). On March 12, 2014 the Company issued 2,551,020 shares of common stock for $100,000 ($0.04/share). On April 7, 2014 the Company issued 2,212,389 shares of common stock for $100,000 ($0.05/share). On April 22, 2014 the Company issued 2,173,913 shares of common stock for $100,000 ($0.05/share). On June 10, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). On July 7, 2014, the Company issued 2,212,389 share of common stock for $100,000 ($0.05/share). On August 6, 2014, the Company issued 2,272,727 share of common stock for $100,000 ($0.04/share). On September 3, 2014, the Company issued 2,450,980 share of common stock for $100,000 ($0.04/share). On September 22, 2014, the Company issued 2,821,670 share of common stock for $100,000 ($0.04/share). On June 16, 2015, the Company issued 4,675,811 share of common stock for $150,000 ($0.03/share). On July 9, 2015, the Company issued 3,731,343 share of common stock for $100,000 ($0.026/share). On August 3, 2015, the Company issued 4,152,824 share of common stock for $100,000 ($0.024/share). On September 28, 2015, the Company issued 4,166,667 share of common stock for $100,000 ($0.024/share). On October 19, 2015, the Company issued 3,894,081 shares of common stock for $100,000 ($0.026/share). On November 16, 2015, the Company issued 4,166,667 shares of common stock for $100,000 ($0.024/share). On December 21, 2015, the Company issued 5,186,722 shares of common stock for $100,000 ($0.019/share). On February 16, 2016 the Company issued 5,630,631 share of common stock for $100,000 ($0.018/share). On March 28, 2016 the Company issued 5,411,255 share of common stock for $100,000 ($0.018/share). (B) Common Stock Issued for Services Shares issued for services as mentioned below were valued at the closing price of the stock on the date of grant. On March 5, 2015, the Company issued 10,000 shares with a fair value of $321 ($0.0321/share) to a consultant as consideration for consulting fees owed from October 1, 2014 through February 28, 2015 of $10,000. The issuance of shares resulted in gain on settlement of accounts payable of $9,679. On November 9, 2015, the Company issued 14,000 shares with a fair value of $434 ($0.031/share) to a consultant as consideration for consulting fees owed from March 1, 2015 through September 30, 2015 of $14,000. The issuance of shares resulted in gain on settlement of accounts payable of $13,556. On March 28, 2014, the Company issued 44,000 shares of common stock with a fair value of $2,864 ($0.065/share) to a consultant as consideration for consulting fees owed from June 1, 2012 through March 31, 2014 of $44,000. The issuance of shares resulted in gain on settlement of accounts payable of $19,136. On April 23, 2014, the Company issued 1,800,000 shares of common stock with a fair value of $111,600 ($0.062/share) to a consultant as consideration for consulting services. On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share). The issuance of shares resulted in gain on settlement of accounts payable of $11,516. (C) Common Stock Warrants On January 21, 2015, the Company issued 2,918,919 shares in connection with the cashless exercise of the 3,000,000 warrants. On February 2, 2014, the Company issued 9,821,429 shares in connection with the cashless exercise of 10,000,000 shares of warrants. On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 2 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 2 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On June 4, 2014, the Company issued 3-year warrant for 3,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $171,102, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.69 % Expected term 3 years Risk free interest rate 0.85 % Expected forfeitures 0 % On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date Expected dividends 0 % Expected volatility 88.13 % Expected term 3 years Risk free interest rate 1.33 % Expected forfeitures 0 % Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2014 18,200,000 $ 0.001 2.1 Granted 2,000,000 $ - Exercised (3,000,000 ) $ - Cancelled/Forfeited - Balance, March 31, 2015 17,200,000 $ 0.001 1.9 Intrinsic Value $ 508,000 For the quarter ending March 31, 2015, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 17,200,000 - 1.9 508,000 For the year ended December 31, 2015, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 18,200,000 - 2.1 801,900 | (A) Common Stock Issued for Cash On January 28, 2014 the Company issued 3,537,736 shares of common stock for $150,000 ($0.04/share). On February 18, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). On March 12, 2014 the Company issued 2,551,020 shares of common stock for $100,000 ($0.04/share). On April 7, 2014 the Company issued 2,212,389 shares of common stock for $100,000 ($0.05/share). On April 22, 2014 the Company issued 2,173,913 shares of common stock for $100,000 ($0.05/share). On June 10, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). On July 7, 2014, the Company issued 2,212,389 share of common stock for $100,000 ($0.05/share). On August 6, 2014, the Company issued 2,272,727 share of common stock for $100,000 ($0.04/share). On September 3, 2014, the Company issued 2,450,980 share of common stock for $100,000 ($0.04/share). On September 22, 2014, the Company issued 2,821,670 share of common stock for $100,000 ($0.04/share). On June 16, 2015, the Company issued 4,675,811 share of common stock for $150,000 ($0.03/share). On July 9, 2015, the Company issued 3,731,343 share of common stock for $100,000 ($0.026/share). On August 3, 2015, the Company issued 4,152,824 share of common stock for $100,000 ($0.024/share). On September 28, 2015, the Company issued 4,166,667 share of common stock for $100,000 ($0.024/share). On October 19, 2015, the Company issued 3,894,081 shares of common stock for $100,000 ($0.026/share). On November 16, 2015, the Company issued 4,166,667 shares of common stock for $100,000 ($0.024/share). On December 21, 2015, the Company issued 5,186,722 shares of common stock for $100,000 ($0.019/share). (B) Common Stock Issued for Services Shares issued for services as mentioned below were valued at the closing price of the stock on the date of grant. On March 28, 2014, the Company issued 44,000 shares of common stock with a fair value of $2,864 ($0.065/share) to a consultant as consideration for consulting fees owed from June 1, 2012 through March 31, 2014 of $44,000. The issuance of shares resulted in gain on settlement of accounts payable of $19,136. On April 23, 2014, the Company issued 1,800,000 shares of common stock with a fair value of $111,600 ($0.062/share) to a consultant as consideration for consulting services. On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share). The issuance of shares resulted in gain on settlement of accounts payable of $11,516. On March 5, 2015, the Company issued 10,000 shares with a fair value of $321 ($0.0321/share) to a consultant as consideration for consulting fees owed from October 1, 2014 through February 28, 2015 of $10,000. The issuance of shares resulted in gain on settlement of accounts payable of $9,679. On November 9, 2015, the Company issued 14,000 shares with a fair value of $434 ($0.031/share) to a consultant as consideration for consulting fees owed from March 1, 2015 through September 30, 2015 of $14,000. The issuance of shares resulted in gain on settlement of accounts payable of $13,566. (C) Common Stock Warrants On February 2, 2014, the Company issued 9,821,429 shares in connection with the cashless exercise of 10,000,000 shares of warrants. On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning on the 14th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expectd term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 14th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 1 year Risk free interest rate 1.53 % Expected Forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected Dividends 0 % Expected volatility 123.49 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On June 4, 2014, the Company issued 3-year warrant for 3,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $171,102, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.69 % Expected term 3 years Risk free interest rate 0.85 % Expected forfeitures 0 % On January 21, 2015, the Company issued 2,918,919 shares in connection with the cashless exercise of the 3,000,000 warrants. On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date Expected dividends 0 % Expected volatility 88.13 % Expected term 3 years Risk free interest rate 1.33 % Expected forfeitures 0 % On May 28, 2015, the Company issued 3-year warrant for 3,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $117,503, based upon the Black-Scholes option-pricing model on the date of grant and vesting on October 28, 2016, and will be exercisable on May 28, 2018, and for a period expiring on May 28, 2022. As of December 31, 2015, the Company recorded $49,131 as an expense for warrants issued to related party. Grant Date Expected dividends 0 % Expected volatility 77.49 % Expected term 4 years Risk free interest rate 1.24 % Expected forfeitures 0 % On June 22, 2015, the Company issued 3-year warrant for 15,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $590,335, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on December 28, 2015, and for a period expiring on June 22, 2018. Grant Date Expected dividends 0 % Expected volatility 78.85 % Expected term 3 years Risk free interest rate 1.06 % Expected forfeitures 0 % On July 2, 2015, the Company issued 1,176,922 shares in connection with the cashless exercise of the 1,200,000 warrants. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2014 18,200,000 $ 0.001 2.1 Granted 20,000,000 Exercised (4,200,000 ) Cancelled/Forfeited - Balance, December 31, 2015 34,000,000 $ 0.001 1.7 Intrinsic Value $ 842,000 For the year ended December 31, 2015, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 34,000,000 1.7 842,000 For the year ended December 31, 2014, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life A ggregate Intrinsic Value $ 0.001 18,200,000 2.1 801,900 (D) Amendment to Articles of Incorporation On February 16, 2009, the Company amended its articles of incorporation to amend the number and class of shares the Company is authorized to issue as follows: ● Common stock Class A, unlimited number of shares authorized, no par value ● Common stock Class B, unlimited number of shares authorized, no par value ● Preferred stock, unlimited number of shares authorized, no par value Effective December 17, 2013, the Company amended its articles of incorporation to designate a Series A no par value preferred stock. Two shares of Series A Preferred stock have been authorized. (E) Conversion of debt & Issuance of Convertible Preferred Stock related party During the year ended December 31, 2013, the Company's Chief Executive Officer converted accrued payroll of $30,000 in exchange for the issuance of Series A convertible Preferred Stock (Series A PS). Each share of Series A PS is entitled to vote together with the holders of the Companys common stock on all matters and is entitled to 200,000,000 votes on all such matters. Each Share of Series A PS is convertible into one share of the Companys common stock at the holders option. Series A PS Valuation Debt converted related party $ (30,000 ) Valuation of Series A PS issued as consideration 5,217,800 Loss on settlement of debt $ 5,187,800 The valuation of the Series A PS was performed by a third party valuation expert and was based on the voting control obtained and the Company's market cap at the time of the transaction. |
6. COMMITMENTS AND CONTINGENCIE
6. COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | On March 18, 2010, the Company entered into an addendum to the employment agreement whereby the Company will reimburse the employee and his family for up to $20,000 of out of pocket medical and dental care costs, including prescription costs or co-pays. On November 10, 2010, the Company entered into an addendum to the employment agreement, effective January 1, 2011 through the December 31, 2015. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. For the year ending December 31, 2015 the annual salary was $281,027. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors. On January 1, 2016 the agreement renewed with the same terms for another 5 years with an annual salary of $297,889 for the year ended December 31, 2016. (See Note 8). On October 2, 2014, the Company entered into a letter agreement for an equity line of financing up to $7,500,000 (the Letter Agreement) with Calm Seas Capital, LLC (Calm Seas). Under the Letter Agreement, over a 24 month period from the Effective Date (as defined below) we may put to Calm Seas up to an aggregate of $7,500,000 in shares of our Class A common stock for a purchase price equal to 80% of the lowest price of our Class A common stock during the five consecutive trading days immediately following the date we deliver notice to Calm Seas of our election to put shares pursuant to the Letter Agreement. We may put shares bi-monthly. The dollar value that will be permitted for each put pursuant to the Letter Agreement will be the lesser of: (A) the product of (i) 200% of the average daily volume in the US market of our Class A common stock for the ten trading days prior to the date we deliver our put notice to Calm Seas multiplied by (ii) the average of the daily closing prices for the ten (10) trading days immediately preceding the date we deliver our put notice to Calm Seas, or (B) $100,000. We will automatically withdraw our put notice to Calm Seas if the lowest closing bid price used to determine the purchase price of the put shares is not at least equal to seventy-five percent (75%) of the average closing bid price for our Class A common stock for the ten (10) trading days prior to the date we deliver our put notice to Calm Seas. Notwithstanding the $100,000 ceiling for each bi-monthly put, as described above, we may at any time request Calm Seas to purchase shares in excess of such ceiling, either as a part of bi-monthly puts or as an additional put(s) during such month. If Calm Seas, in its sole discretion, accepts such request to purchase additional shares, then we may include the put for additional shares in our monthly put request or submit an additional put for such additional shares in accordance with the procedure set forth above. The Letter Agreement will terminate when any of the following events occur: ● Calm Seas has purchased an aggregate of $7,500,000 of our Class A common stock; or ● The second anniversary from the Effective Date. On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. Mr. Rices employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice will be issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share. The warrant fully vests on October 28, 2016. For the year ended December 31, 2015, the Company recorded $121,448 for the warrants issued to related party. On January 14, 2016 the Company signed and employment agreement with its COO. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $140,000, which includes salary, health insurance, 401K retirement plan contributions, etc. In addition, Mr. Rice will be issued a three-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. For the three months ended March 31, 2016, the Company recorded $71,473 for the warrants issued to related party. (A) License Agreement On May 8, 2006, the Company entered into a license agreement. Pursuant to the terms of the agreement, the Company paid a non-refundable license fee of $10,000. The Company will pay a license maintenance fee of $10,000 on the one year anniversary of this agreement and each year thereafter. The Company will pay an annual research fee of $13,700 with first payment due January 2007, then on each subsequent anniversary of the effective date commencing May 4, 2007. Pursuant to the terms of the agreement the Company may be required to pay additional fees aggregating up to a maximum of $10,000 a year for patent maintenance and prosecution relating to the licensed intellectual property. On October 28, 2011, the Company entered into a license agreement with the University of Notre Dame. Under the agreement, the Company received exclusive and non-exclusive rights to certain spider silk technologies including commercial rights with the right to sublicense such intellectual property. In consideration of the licenses granted under the agreement, the Company agreed to issue to the University of Notre Dame 2,200,000 shares of its common stock and to pay a royalty of 2% of net sales. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Under the agreement the Company will provide approximately $534,000 in financial support. The license agreement has a term of 20 years which can be extended on an annual basis after that. It can be terminated by the University of Notre Dame if the Company defaults on its obligations under the agreement and fails to cure such default within 90 days of a written notice by the university. The Company can terminate the agreement upon a 90 day written notice subject to payment of a termination fee of $5,000 if the termination takes place within 2 years after its effectiveness, $10,000 if the termination takes place within 4 years after its effectiveness and $20,000 if the Agreement is terminated after 4 years. (B) Royalty and Research Agreements On May 1, 2008 the Company entered into a five year consulting agreement for research and development. Pursuant to the terms of the agreement, the Company will be required to pay $1,000 per month, or at the Companys option, the consulting fee may be paid in the form of Company common stock based upon the greater of $0.05 per share or the average of the closing price of the Companys shares over the five days preceding such stock issuance. As of June 30, 2011, the Company had accrued $17,000 of accounts payable for the services provided of which was paid in common stock on July 1, 2009. As of June 30, 2011 the Company issued 280,000 shares of common stock in exchange for $14,000 of accounts payable for the services performed. On March 19, 2014, the Company entered into a five year consulting agreement for general advisor and consulting services. As consideration for the services performed, the Company agrees to pay the consultant a fee of $1,000 per month. At the Companys option, said consulting fee may be paid to the consultant in the form of Company stock based upon the greater of $0.50/share or the average of the closing price of the Companys common stock over the five days preceding such stock issuance. On March 28, 2014, the Company issued 44,000 shares of common stock as consideration for consulting fees owed from June 1, 2012 through March 31, 2014. On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The issuance of shares resulted in gain on settlement of accounts payable of $11,516. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share). On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with FASB Accounting Standards Codification No 480, Distinguishing Liabilities from Equity On June 6, 2012 the Company entered into a consulting agreement for intellectual property and collaborative research and development with an American university. The agreement covers ongoing research and development work performed by the university at the Companys behest and with the Companys assistance. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Pursuant to the terms of the agreement the Company will be required to pay approximately $534,000 for research and development over the two year period. For the three months ended March 31, 2016 and 2015, respectively, the company recorded $110,681 and $79,586 in research and development fees. On September 20, 2015 this agreement was amended to increase the total funding by approximately $179,000. In February 2016 this agreement was extended to July 31, 2016. On December 30, 2015, the Company entered into a cooperative agreement for the research and pilot production of hybrid silkworms in Vietnam. Under this agreement the Company will establish a subsidiary in Vietnam where it will develop and produce hybrid silkworms. As of March 31, 2016, the subsidiary was not yet established and no work has been performed in Vietnam for the three months ended March 31, 2016. The Company delayed the announcement of this agreement until late in February, 2016. This additional time was used to confirm this agreement with higher level authorities and outside review. (C) Consulting Agreement On July 9, 2013, the Company entered into an agreement with a consultant to provide investor relations services in exchange for a warrant for 10,000,000 common shares at $.001 with a cashless provision and a five year term. On September 30, 2013 the Company entered into a Collaborative Yarn and Textile Development Agreement with a technical textile manufacturing company. Pursuant to the terms of that agreement the Company has agreed to supply the technical textile manufacturing company with sample quantities of the Companys recombinant spider silk for the purpose of developing and testing new textiles which are made from, or which incorporate recombinant spider silk. The agreement provides that the two companies will jointly share, on an equal basis, any intellectual property, including any utility patents, which are developed as a result of this collaboration. Such intellectual property potentially includes utility patents on textile designs. The Company has agreed that it will pay half of the cost associated with the filing and prosecution of utility patents relating to intellectual property which is developed through its collaboration with the technical textile manufacturing company. On October 15, 2013 the Company entered into an intellectual property agreement with a scientific researcher relating to the development of new recombinant silk fibers. Under the terms of that agreement the scientific researcher will transfer to the Company his rights to intellectual property, inventions and trade secrets which the researcher develops relating to recombinant silk. The researcher will receive 8,000,000 warrants of the Companys stock, exercisable 24 months from the date of the agreement. The researcher will also receive additional warrants when and if the researcher develops advanced recombinant silk fibers for the Companys use. Under the terms of the agreement the researcher will receive 10,000,000 warrants in the event that he develops a new recombinant silk fiber with certain performance characteristics, and another 10,000,000 warrants if he develops a second recombinant silk fiber with certain characteristics. If the consultant performs the contract in good faith the consultant will be entitled to an additional 8,000 warrants. The warrants described in this note all contain a cashless exercise provision and are exercisable on the 24 month anniversary of the date on which they were issuable under the agreement. On February 17, 2014, the Company entered into two consulting agreements with two consultants for independent technical expertise to further the Companys business plans and scientific research and development. As consideration for the services performed, the Company agrees to issue the following to each of the consultants: ● Within 30 days of the date of this agreement, a warrant for six hundred thousand shares of the Companys common stock to be exercisable on the 14 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Within 30 days of the date of this agreement, a warrant for one million shares of the Companys common stock to be exercisable on the 20 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Within 30 days of the date of this agreement, a warrant for two million shares of the Companys common stock to be exercisable on the 32 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Based on the consultants reaching two sets of benchmarks, two separate warrants for one million five hundred thousand shares of the Companys common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● On the three year anniversary, assuming the consultant acted in good faith and the Companys board of directors approval, a warrant for one million five hundred thousand shares of the Companys common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. On June 22, 2015 the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on June 22, 2015 and will continue until December 16, 2015. As consideration for the services performed, the Company agrees to issue a warrant for 15,000,000 shares of common stock $0.001 with a cashless exercise provision and a three year term. On June 22, 2015, the company issued a warrant for 15,000,000 shares of common stock with a fair value of $590,335 (See Note 6(C)). On November 11, 2015 the Company entered into an agreement with a consultant to provide advisory services. As consideration for the services performed, the Company agreed to pay the consultant $10,000. On January 23, 2016, the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on January 23, 2016 and will continue for four months. As consideration for the services performed, the Company agrees to pay $100,000 broken up into $25,000 dollar monthly payments. During the three months ended March 31, 2016 the Company paid $70,000. (D) Operating Lease Agreement On April 1, 2012 the Company executed a one-year non-cancelable operating lease for its Laboratory space. The lease was subsequently extended through March 31, 2014. On February 25, 2015, the Company renewed its lease of a Laboratory. The lease is on a month to month basis at an annual rate of $13,200. On June 30, 2015 the Company cancelled its lease of this laboratory. We rented office space at 120 N. Washington Square, Suite 805, Lansing, Michigan 48950, which was our principal place of business. Our lease was on a month to month basis. We paid an annual rent of $600 for conference facilities, mail, fax, and reception services located at our principal place of business. On September 1, 2015 the Company ended the lease of this office. Starting in February of 2015, we rent additional office space in East Lansing, Michigan. In July 2015, the Company signed a new lease for its East Lansing, Michigan office space. The Company pays an annual rent of $4,742 for office space, conference facilities, mail, fax, and reception services. Starting in September of 2015, we rent office space at 2723 South State Street, Suite 150, Ann Arbor, Michigan 48104, which is our principal place of business. We pay an annual rent of $2,028 for conference facilities, mail, fax, and reception services located at our principal place of business. On February 1, 2016 the Company signed a six (6) month lease extension for its East Lansing office. The Company pays an annual rent of $4,893 for office space, conference facilities, mail, fax, and reception services. On February 16, 2016 the Company issued 5,630,631 shares of common stock for $100,000 ($0.018/share). On March 29, 2016 the Company issued 5,411,255 shares of common stock for $100,000 ($0.018/share). Rent expense for the three months ended March 31, 2016 and 2015 was $2,441 and $4,999, respectively. | On March 18, 2010, the Company entered into an addendum to the employment agreement whereby the Company will reimburse the employee and his family for up to $20,000 of out of pocket medical and dental care costs, including prescription costs or co-pays. On November 10, 2010, the Company entered into an addendum to the employment agreement, effective January 1, 2011 through the December 31, 2015. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. For the year ending December 31, 2015 the annual salary was $281,027. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors (See Note 8). On October 2, 2014, the Company entered into a letter agreement for an equity line of financing up to $7,500,000 (the Letter Agreement) with Calm Seas Capital, LLC (Calm Seas). Under the Letter Agreement, over a 24 month period from the Effective Date (as defined below) we may put to Calm Seas up to an aggregate of $7,500,000 in shares of our Class A common stock for a purchase price equal to 80% of the lowest price of our Class A common stock during the five consecutive trading days immediately following the date we deliver notice to Calm Seas of our election to put shares pursuant to the Letter Agreement. We may put shares bi-monthly. The dollar value that will be permitted for each put pursuant to the Letter Agreement will be the lesser of: (A) the product of (i) 200% of the average daily volume in the US market of our Class A common stock for the ten trading days prior to the date we deliver our put notice to Calm Seas multiplied by (ii) the average of the daily closing prices for the ten (10) trading days immediately preceding the date we deliver our put notice to Calm Seas, or (B) $100,000. We will automatically withdraw our put notice to Calm Seas if the lowest closing bid price used to determine the purchase price of the put shares is not at least equal to seventy-five percent (75%) of the average closing bid price for our Class A common stock for the ten (10) trading days prior to the date we deliver our put notice to Calm Seas. Notwithstanding the $100,000 ceiling for each bi-monthly put, as described above, we may at any time request Calm Seas to purchase shares in excess of such ceiling, either as a part of bi-monthly puts or as an additional put(s) during such month. If Calm Seas, in its sole discretion, accepts such request to purchase additional shares, then we may include the put for additional shares in our monthly put request or submit an additional put for such additional shares in accordance with the procedure set forth above. The Letter Agreement will terminate when any of the following events occur: ● Calm Seas has purchased an aggregate of $7,500,000 of our Class A common stock; or ● The second anniversary from the Effective Date. On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. Mr. Rices employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice will be issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share. The warrant fully vests on October 28, 2016. For the year ended December 31, 2015, the Company recorded $121,448 for the warrants issued to related party. (A)License Agreement On May 8, 2006, the Company entered into a license agreement. Pursuant to the terms of the agreement, the Company paid a non-refundable license fee of $10,000. The Company will pay a license maintenance fee of $10,000 on the one year anniversary of this agreement and each year thereafter. The Company will pay an annual research fee of $13,700 with first payment due January 2007, then on each subsequent anniversary of the effective date commencing May 4, 2007. Pursuant to the terms of the agreement the Company may be required to pay additional fees aggregating up to a maximum of $10,000 a year for patent maintenance and prosecution relating to the licensed intellectual property. On October 28, 2011, the Company entered into a license agreement with the University of Notre Dame. Under the agreement, the Company received exclusive and non-exclusive rights to certain spider silk technologies including commercial rights with the right to sublicense such intellectual property. In consideration of the licenses granted under the agreement, the Company agreed to issue to the University of Notre Dame 2,200,000 shares of its common stock and to pay a royalty of 2% of net sales. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Under the agreement the Company will provide approximately $534,000 in financial support. The license agreement has a term of 20 years which can be extended on an annual basis after that. It can be terminated by the University of Notre Dame if the Company defaults on its obligations under the agreement and fails to cure such default within 90 days of a written notice by the university. The Company can terminate the agreement upon a 90 day written notice subject to payment of a termination fee of $5,000 if the termination takes place within 2 years after its effectiveness, $10,000 if the termination takes place within 4 years after its effectiveness and $20,000 if the Agreement is terminated after 4 years. (B)Royalty and Research Agreements On May 1, 2008 the Company entered into a five year consulting agreement for research and development. Pursuant to the terms of the agreement, the Company will be required to pay $1,000 per month, or at the Companys option, the consulting fee may be paid in the form of Company common stock based upon the greater of $0.05 per share or the average of the closing price of the Companys shares over the five days preceding such stock issuance. As of June 30, 2011, the Company had accrued $17,000 of accounts payable for the services provided of which was paid in common stock on July 1, 2009. As of June 30, 2011 the Company issued 280,000 shares of common stock in exchange for $14,000 of accounts payable for the services performed. On March 19, 2014, the Company entered into a five year consulting agreement for general advisor and consulting services. As consideration for the services performed, the Company agrees to pay the consultant a fee of $1,000 per month. At the Companys option, said consulting fee may be paid to the consultant in the form of Company stock based upon the greater of $0.50/share or the average of the closing price of the Companys common stock over the five days preceding such stock issuance. On March 28, 2014, the Company issued 44,000 shares of common stock as consideration for consulting fees owed from June 1, 2012 through March 31, 2014. On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The issuance of shares resulted in gain on settlement of accounts payable of $11,516. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share). On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with FASB Accounting Standards Codification No 480, Distinguishing Liabilities from Equity On June 6, 2012 the Company entered into a consulting agreement for intellectual property and collaborative research and development with an American university. The agreement covers ongoing research and development work performed by the university at the Companys behest and with the Companys assistance. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Pursuant to the terms of the agreement the Company will be required to pay approximately $534,000 for research and development over the two year period. For the year ended December31, 2015 and 2014, respectively, the company recorded $432,008 and $439,536 in research and development fees. On September 20, 2015 this agreement was amended to increase the total funding by approximately $179,000. In February 2016 this agreement was extended to July 31, 2016. On December 30, 2015, the Company entered into a cooperative agreement for the research and pilot production of hybrid silkworms in Vietnam. Under this agreement the Company will establish a subsidiary in Vietnam where it will develop and produce hybrid silkworms. As of December 31, 2015, the subsidiary was not yet established and no work has been performed in Vietnam for the year ended December 31, 2015. The Company delayed the announcement of this agreement until late in February, 2016. This additional time was used to confirm this agreement with higher level authorities and outside review. (C)Consulting Agreement On July 9, 2013, the Company entered into an agreement with a consultant to provide investor relations services in exchange for a warrant for 10,000,000 common shares at $.001 with a cashless provision and a five year term. On September 30, 2013 the Company entered into a Collaborative Yarn and Textile Development Agreement with a technical textile manufacturing company. Pursuant to the terms of that agreement the Company has agreed to supply the technical textile manufacturing company with sample quantities of the Companys recombinant spider silk for the purpose of developing and testing new textiles which are made from, or which incorporate recombinant spider silk. The agreement provides that the two companies will jointly share, on an equal basis, any intellectual property, including any utility patents, which are developed as a result of this collaboration. Such intellectual property potentially includes utility patents on textile designs. The Company has agreed that it will pay half of the cost associated with the filing and prosecution of utility patents relating to intellectual property which is developed through its collaboration with the technical textile manufacturing company. On October 15, 2013 the Company entered into an intellectual property agreement with a scientific researcher relating to the development of new recombinant silk fibers. Under the terms of that agreement the scientific researcher will transfer to the Company his rights to intellectual property, inventions and trade secrets which the researcher develops relating to recombinant silk. The researcher will receive 8,000,000 warrants of the Companys stock, exercisable 24 months from the date of the agreement. The researcher will also receive additional warrants when and if the researcher develops advanced recombinant silk fibers for the Companys use. Under the terms of the agreement the researcher will receive 10,000,000 warrants in the event that he develops a new recombinant silk fiber with certain performance characteristics, and another 10,000,000 warrants if he develops a second recombinant silk fiber with certain characteristics. If the consultant performs the contract in good faith the consultant will be entitled to an additional 8,000 warrants. The warrants described in this note all contain a cashless exercise provision and are exercisable on the 24 month anniversary of the date on which they were issuable under the agreement. On February 17, 2014, the Company entered into two consulting agreements with two consultants for independent technical expertise to further the Companys business plans and scientific research and development. As consideration for the services performed, the Company agrees to issue the following to each of the consultants: ● Within 30 days of the date of this agreement, a warrant for six hundred thousand shares of the Companys common stock to be exercisable on the 14 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Within 30 days of the date of this agreement, a warrant for one million shares of the Companys common stock to be exercisable on the 20 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Within 30 days of the date of this agreement, a warrant for two million shares of the Companys common stock to be exercisable on the 32 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● Based on the consultants reaching two sets of benchmarks, two separate warrants for one million five hundred thousand shares of the Companys common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. ● On the three year anniversary, assuming the consultant acted in good faith and the Companys board of directors approval, a warrant for one million five hundred thousand shares of the Companys common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision. On April 23, 2014, the Company entered into a six months agreement with a consultant to provide investor relations services. As consideration for the services performed, the Company agrees to issue 1,800,000 shares of common stock. On May 5, 2014, the company issued 1,800,000 shares of common stock for $111,600 ($0.062/share). On April 30, 2014 the Company entered into a one year agreement with a consultant for research and development. As consideration for services, the Company agrees to pay for Consultants air fare from the United States to Africa, for a trip scheduled in early May 2014. On June 4, 2014 the Company entered into a one year agreement with a consultant to provide investor relations services. As consideration for the services performed, the Company agrees to issue a warrant for 3,000,000 shares of common stock $0.001 with a cashless exercise provision and a three year term. On June 24, 2014, the company issued a warrant for 3,000,000 shares of common stock with a fair value of $171,102 (See Note 6(C)). On June 22, 2015 the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on June 22, 2015 and will continue until December 16, 2015. As consideration for the services performed, the Company agrees to issue a warrant for 15,000,000 shares of common stock $0.001 with a cashless exercise provision and a three year term. On June 22, 2015, the company issued a warrant for 15,000,000 shares of common stock with a fair value of $590,335 (See Note 6(C)). On November 11, 2015 the Company entered into an agreement with a consultant to provide advisory services. As consideration for the services performed, the Company agreed to pay the consultant $10,000. (D) Operating Lease Agreement On April 1, 2012 the Company executed a one-year non-cancelable operating lease for its Laboratory space. The lease was subsequently extended through March 31, 2014. On February 25, 2015, the Company renewed its lease of a Laboratory. The lease is on a month to month basis at an annual rate of $13,200. On June 30, 2015 the Company cancelled its lease of this laboratory. We rented office space at 120 N. Washington Square, Suite 805, Lansing, Michigan 48950, which was our principal place of business. Our lease was on a month to month basis. We paid an annual rent of $600 for conference facilities, mail, fax, and reception services located at our principal place of business. On September 1, 2015 the Company ended the lease of this office. Starting in February of 2015, we rent additional office space in East Lansing, Michigan. In July 2015, the Company signed a new lease for its East Lansing, Michigan office space. The Company pays an annual rent of $4,742 for office space, conference facilities, mail, fax, and reception services. Starting in September of 2015, we rent office space at 2723 South State Street, Suite 150, Ann Arbor, Michigan 48104, which is our principal place of business. We pay an annual rent of $2,028 for conference facilities, mail, fax, and reception services located at our principal place of business. Rent expense for the years ended December 31, 2015 and 2014 is $12,832 and $14,137, respectively. |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with FASB Accounting Standards Codification No. 480, Distinguishing Liabilities from Equity As of March 31, 2015, the Company owes $838,177 in accrued salary to a principal stockholder. On November 10, 2010, the Company entered into an addendum to the employment agreement, with its CEO, effective January 1, 2011 through December 31, 2015. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. For the year ending December 31, 2014 the annual salary is $265,120. For the year ending December 31, 2015 the annual salary shall be $281,027. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors. On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice will be issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. As of March 31, 2016 and December 31, 2015, there was $92,381 and $148,019, respectively, included in accounts payable and accrued expenses - related party, which is owed to the Companys Chief Executive Officer. As of March 31, 2016 there was $456,605 of accrued interest- related party and $13,208 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which is owed to the Companys Chief Executive officer. As of December 31, 2015, there was $426,054 of accrued interest- related party and $12,718 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which his owed to the Companys Chief Executive officer. As of March 31, 2016, the Company owes $1,168,626 in accrued salary to principal stockholder and $4,762 to the Companys COO. As of December 31, 2015, the Company owes $1,094,153 in accrued salary to principal stockholder and $1,748 to the Companys COO. | On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with FASB Accounting Standards Codification No. 480, Distinguishing Liabilities from Equity During the year ended December 31, 2013, the Company's Chief Executive Officer forgave accrued payroll of $30,000 and extended the term of existing debt in exchange for the issuance of Series A convertible Preferred Stock ("Series A PS"). In connection with this transaction, the Company incurred a loss on settlement of debt of $5,187,800 (See Note 6(H)). As of December 31, 2014, the Company owes $769,420 in accrued salary to principal stockholder. On November 10, 2010, the Company entered into an addendum to the employment agreement, effective January 1, 2011 through the December 31, 2015. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. For the year ending December 31, 2014 the annual salary is $265,120. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors. On February 25, 2013, the Company received $150,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 3%, is unsecured and due on demand. At December 31, 2013 the Company recorded interest expense and related accrued interest payable of $2,001 and the loan balance of $150,000 was repaid. On November 10, 2014, the Company sold to the officer of the Company a used automobile for the price of $14,504. The Company reduced the accrued salary by the purchase price of the vehicle and recorded a gain on the sale of the asset of $8,956. As of December 31, 2014, there was $326,467 of accrued interest- related party and $10,760 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which his owed to the Companys Chief Executive officer. On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice was issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share. The warrant fully vests on October 28, 2016. For the year ended December 31, 2015, the Company recorded $121,448 for the warrants issued to related party. As of December 31, 2015 and December 31, 2014, there was $148,019 and $86,325, respectively, included in accounts payable and accrued expenses - related party, which is owed to the Companys Chief Executive Officer. As of December 31, 2015, there was $426,054 of accrued interest- related party and $ 12,718 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which his owed to the Companys Chief Executive officer. As of December 31, 2015, the Company owes $1,094,153 in accrued salary to principal stockholder and $1,748 to the Companys COO. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May [ ], 2016, the date the financial statements were available to be issued. On April 4, 2016, the Company issued 12,000 shares with a fair value of $302 ($0.0252/share) to a consultant as consideration for consulting fees owed from October 1, 2015 through March 31, 2016 of $6,000. The issuance of shares resulted in gain on settlement of accounts payable of $5,698. On April 7, 2016, the Company issued 1,917,012 shares in connection with the cashless exercise of 1,200,000 warrants. On April 25, 2016 the Company issued 5,952,381 share of common stock for $100,000 ($0.017/share). On May 5, 2016, the Company issued 7,627,907 shares in connection with the cashless exercise of 8,000,000 warrants. | In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 30, 2016, the date the financial statements were available to be issued. On January 23, 2016, the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on January 23, 2016 and will continue for four months. As consideration for the services performed, the Company agrees to pay $100,000 broken up into $25,000 dollar monthly payments. On January 14, 2016 the Company signed and employment agreement with its COO. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. In addition, Mr. Rice will be issued a three-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. On February 1, 2016 the Company signed a six (6) month lease extension for its East Lansing office. The Company pays an annual rent of $4,893 for office space, conference facilities, mail, fax, and reception services. On February 16, 2016 the Company issued 5,630,631 shares of common stock for $100,000 ($0.018/share). On March 29, 2016 the Company issued 5,411,255 shares of common stock for $100,000 ($0.018/share). |
1. SUMMARY OF SIGNIFICANT ACC16
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
(A) Basis of Presentation | The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries. | Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries. |
(B) Use of Estimates | In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. | In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
(C) Cash | For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of March 31, 2016 or December 31, 2015. | For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2015 or December 31, 2014. |
(D) Loss Per Share | Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of March 31, 2016 and 2015, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive. The computation of basic and diluted loss per share at March 31, 2016 and December 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: March 31, 2016 March 31, 2015 Stock Warrants (Exercise price - $0.001/share) 40,000,000 17,200,000 Convertible Preferred Stock 2 2 Total 40,000,002 17,200,002 | Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of December 31, 2015 and 2014, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive. The computation of basic and diluted loss per share at December 31, 2015 and December 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.001/share) 34,000,000 18,000,000 Convertible Preferred Stock 2 2 Total 34,000,002 18,000,002 |
(E) Research and Development Costs | The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation. | The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation. |
(F) Income Taxes | The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of March 31, 2016 and December 31, 2015 there were no amounts that had been accrued in respect to uncertain tax positions. The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states. | The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities: Years Ended December 2015 2014 Expected income tax recovery (expense) at the statutory rate of 34% $ (724,717 ) $ (636,816 ) Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) 229,561 222,901 Change in valuation allowance 495,156 413,915 Provision for income taxes $ - $ - The components of deferred income taxes are as follows: Years Ended December 2015 2014 Deferred tax liability: $ - $ - Deferred tax asset Net Operating Loss Carryforward 3,324,665 2,829,510 Valuation allowance (3,324,665 ) (2,829,510 ) Net deferred tax asset - - $ - $ - The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Companys continued operating losses and the uncertainty of the Companys ability to utilize all of the net operating loss carryforwards before they will expire through the year 2034. The net change in the valuation allowance for the year ended December 31, 2015 and 2014 was an increase of $ 495,156 and $ $413,915, respectively. Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of December 31, 2015 and 2014 there were no amounts that had been accrued in respect to uncertain tax positions. The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states. |
(G) Derivative Financial Instruments | Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
(H) Stock-Based Compensation | In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees | In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees |
(I) Business Segments | The Company operates in one segment and therefore segment information is not presented. | The Company operates in one segment and therefore segment information is not presented. |
(J) Recent Accounting Pronouncements | In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. | In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
(K) Reclassification | The 2015 financial statements have been reclassified to conform to the 2016 presentation. | The 2014 financial statements have been reclassified to conform to the 2015 presentation. |
(L) Equipment | The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles. In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment There were no impairment losses recorded during the years ended March 31, 2016 and 2015. | The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles. In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment There were no impairment losses recorded during the years ended December 31, 2015 and 2014. |
(M ) Fair Value of Financial Instruments | We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ° Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at March 31, 2016 and December 31, 2015. ° Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ° Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. March 31, 2016 December 31, 2015 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - | We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ° Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at December 31, 2015 and December 31, 2014. ° Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ° Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. December 31, 2015 December 31, 2014 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - |
1. SUMMARY OF SIGNIFICANT ACC17
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies And Organization Tables | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | March 31, 2016 March 31, 2015 Stock Warrants (Exercise price - $0.001/share) 40,000,000 17,200,000 Convertible Preferred Stock 2 2 Total 40,000,002 17,200,002 | December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.001/share) 34,000,000 18,000,000 Convertible Preferred Stock 2 2 Total 34,000,002 18,000,002 |
Schedule of income taxes | Years Ended December 2015 2014 Expected income tax recovery (expense) at the statutory rate of 34% $ (724,717 ) $ (636,816 ) Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) 229,561 222,901 Change in valuation allowance 495,156 413,915 Provision for income taxes $ - $ - | |
Schedule of deferred income taxes | Years Ended December 2015 2014 Deferred tax liability: $ - $ - Deferred tax asset Net Operating Loss Carryforward 3,324,665 2,829,510 Valuation allowance (3,324,665 ) (2,829,510 ) Net deferred tax asset - - $ - $ - | |
Schedule of fair Value of Financial Instruments | March 31, 2016 December 31, 2015 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - | December 31, 2015 December 31, 2014 Level 1 $ - $ - Level 2 - - Level 3 - - Total $ - $ - |
3. EQUIPMENT (Tables)
3. EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Equipment | As of March 31, 2016 (Unaudited) As of December 31, 2015 Automobile $ 41,805 $ 41,805 Laboratory Equipment 36,822 36,822 Office Equipment 6,466 6,466 Less: Accumulated Depreciation (23,174 ) (18,989 ) Total Property and Equipment, net $ 61,919 $ 66,104 | As of December 31, 2015 As of December 31, 2014 Automobile $ 41,805 $ 41,805 Laboratory Equipment 36,822 Office Equipment 6,466 5,560 Less: Accumulated Depreciation (18,989 ) (4,174 ) Total Property and Equipment $ 66,104 $ 43,191 |
5. STOCKHOLDERS' DEFICIT (Table
5. STOCKHOLDERS' DEFICIT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders Deficit Tables | ||
Weighted average assumptions for warrants issued | On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 2 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 2 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20 th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 3 years Risk free interest rate 1.53 % Expected forfeitures 0 % On June 4, 2014, the Company issued 3-year warrant for 3,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $171,102, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.69 % Expected term 3 years Risk free interest rate 0.85 % Expected forfeitures 0 % On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date Expected dividends 0 % Expected volatility 88.13 % Expected term 3 years Risk free interest rate 1.33 % Expected forfeitures 0 % | On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning on the 14th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expectd term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 14th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.94 % Expected term 1 year Risk free interest rate 1.53 % Expected Forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20th month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.23 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 123.49 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected Dividends 0 % Expected volatility 123.49 % Expected term 1 year Risk free interest rate 1.53 % Expected forfeitures 0 % On June 4, 2014, the Company issued 3-year warrant for 3,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $171,102, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. Grant Date Expected dividends 0 % Expected volatility 86.69 % Expected term 3 years Risk free interest rate 0.85 % Expected forfeitures 0 % On January 21, 2015, the Company issued 2,918,919 shares in connection with the cashless exercise of the 3,000,000 warrants. On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date Expected dividends 0 % Expected volatility 88.13 % Expected term 3 years Risk free interest rate 1.33 % Expected forfeitures 0 % On May 28, 2015, the Company issued 3-year warrant for 3,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $117,503, based upon the Black-Scholes option-pricing model on the date of grant and vesting on October 28, 2016, and will be exercisable on May 28, 2018, and for a period expiring on May 28, 2022. As of December 31, 2015, the Company recorded $49,131 as an expense for warrants issued to related party. Grant Date Expected dividends 0 % Expected volatility 77.49 % Expected term 4 years Risk free interest rate 1.24 % Expected forfeitures 0 % On June 22, 2015, the Company issued 3-year warrant for 15,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $590,335, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on December 28, 2015, and for a period expiring on June 22, 2018. Grant Date Expected dividends 0 % Expected volatility 78.85 % Expected term 3 years Risk free interest rate 1.06 % Expected forfeitures 0 % |
Summary of warrants outstanding | On July 2, 2015, the Company issued 1,176,922 shares in connection with the cashless exercise of the 1,200,000 warrants. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2014 18,200,000 $ 0.001 2.1 Granted 20,000,000 Exercised (4,200,000 ) Cancelled/Forfeited - Balance, December 31, 2015 34,000,000 $ 0.001 1.7 Granted 6,000,000 Exercised - Cancelled/Forfeited - Balance, March 31, 2016 40,000,000 $ 0.001 2.00 Intrinsic Value $ 592,000 As of March 31, 2016, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 40,000,000 2.0 592,000 As of December 31, 2015, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life A ggregate Intrinsic Value $ 0.001 34,000,000 1.7 842,000 | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2014 18,200,000 $ 0.001 2.1 Granted 20,000,000 Exercised (4,200,000 ) Cancelled/Forfeited - Balance, December 31, 2015 34,000,000 $ 0.001 1.7 Intrinsic Value $ 842,000 For the year ended December 31, 2015, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 34,000,000 1.7 842,000 For the year ended December 31, 2014, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life A ggregate Intrinsic Value $ 0.001 18,200,000 2.1 801,900 |
Conversion of debt & Issuance of Convertible Preferred Stock - related party | Series A PS Valuation Debt converted related party $ (30,000 ) Valuation of Series A PS issued as consideration 5,217,800 Loss on settlement of debt $ 5,187,800 |
1. SUMMARY OF SIGNIFICANT ACC20
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities, Stock Warrants | 40,000,002 | 17,200,002 | 34,000,002 | 18,000,002 |
Stock Warrants | ||||
Antidilutive Securities, Stock Warrants | 40,000,000 | 17,200,000 | 34,000,000 | 18,000,000 |
Convertible Preferred Stock | ||||
Antidilutive Securities, Stock Warrants | 2 | 2 | 2 | 2 |
1. SUMMARY OF SIGNIFICANT ACC21
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies And Organization Tables | ||||
Expected income tax recovery (expense) at the statutory rate of 34% | $ (724,717) | $ (636,816) | ||
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) | 229,561 | 222,901 | ||
Change in valuation allowance | 495,156 | 413,915 | ||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
1. SUMMARY OF SIGNIFICANT ACC22
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Accounting Policies And Organization Details 2 | ||
Deferred tax liability: | $ 0 | $ 0 |
Deferred tax asset | ||
Net Operating Loss Carryforward | 3,324,665 | 2,829,510 |
Valuation allowance | (3,324,665) | (2,829,510) |
Net deferred tax asset | 0 | 0 |
Net deferred tax liability | $ 0 | $ 0 |
1. SUMMARY OF SIGNIFICANT ACC23
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 3) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair value of assets | $ 0 | $ 0 | $ 0 |
Level 1 [Member] | |||
Fair value of assets | 0 | 0 | 0 |
Level 2 [Member] | |||
Fair value of assets | 0 | 0 | 0 |
Level 3 [Member] | |||
Fair value of assets | $ 0 | $ 0 | $ 0 |
1. SUMMARY OF SIGNIFICANT ACC24
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
SummaryOfSignificantAccountingPoliciesAndOrganizationDetailsNarrativeAbstract | ||
Net change in the valuation allowance for deferred tax asset | $ 495,156 | $ 413,915 |
Impairment losses | $ 0 | $ 0 |
2. GOING CONCERN (Details Narra
2. GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern Details Narrative | |||||
Working capital deficiency | $ 1,963,044 | ||||
Stockholders Deficit | $ 2,134,443 | 1,896,936 | $ 1,225,682 | $ 1,201,402 | |
Net Cash Used In Operating Activities | $ 251,186 | $ 206,505 | $ 967,563 | $ 904,559 |
3. EQUIPMENT (Details)
3. EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Equipment Details | |||
Automobile | $ 41,805 | $ 41,805 | $ 41,805 |
Laboratory Equipment | 36,822 | 36,822 | 0 |
Office Equipment | 6,466 | 6,466 | 5,560 |
Less Accumulated Depreciation | (23,174) | (18,989) | (4,174) |
Total Property and Equipment | $ 61,919 | $ 66,104 | $ 43,191 |
3. EQUIPMENT (Details Narrative
3. EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock issued to founder, Shares | ||||
Depreciation and amortization expense | $ 4,185 | $ 2,632 | $ 15,419 | $ 7,159 |
3a. LOAN PAYABLE (Details Narra
3a. LOAN PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Repayments of loan payable | $ 0 | $ 3,981 |
6. STOCKHOLDERS' DEFICIT (Detai
6. STOCKHOLDERS' DEFICIT (Details 1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
On February 17, 2014 [Member] | Warrant 3 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 86.94% | 86.94% |
Expected term | 2 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On February 17, 2014 [Member] | Warrant 4 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 86.94% | 86.94% |
Expected term | 2 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On February 17, 2014 [Member] | Warrant 5 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 86.23% | 86.23% |
Expected term | 3 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On February 17, 2014 [Member] | Warrant 6 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 86.23% | 86.23% |
Expected term | 3 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On February 17, 2014 [Member] | Warrant 7 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 123.49% | 123.49% |
Expected term | 3 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On February 17, 2014 [Member] | Warrant 8 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 123.49% | 123.49% |
Expected term | 3 years | 1 year |
Risk free interest rate | 1.53% | 1.53% |
Expected forfeitures | 0.00% | 0.00% |
On June 4, 2014 [Member] | Warrant 9 [Member] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 86.69% | 86.69% |
Expected term | 3 years | 3 years |
Risk free interest rate | 0.85% | 0.85% |
Expected forfeitures | 0.00% | 0.00% |
January 23, 2015 [Member] | Warrant [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 88.13% | |
Expected term | 3 years | |
Risk free interest rate | 1.33% | |
Expected forfeitures | 0.00% | |
January 23, 2015 [Member] | Warrant 2 [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 78.85% | |
Expected term | 3 years | |
Risk free interest rate | 1.06% | |
Expected forfeitures | 0.00% | |
January 23, 2015 [Member] | Warrant [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 88.13% | |
Expected term | 3 years | |
Risk free interest rate | 1.33% | |
Expected forfeitures | 0.00% | |
May 28, 2015 [Member] | Warrant 1 [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 77.49% | |
Expected term | 4 years | |
Risk free interest rate | 1.24% | |
Expected forfeitures | 0.00% |
5. STOCKHOLDERS' DEFICIT (Detai
5. STOCKHOLDERS' DEFICIT (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Deficit Tables | |||
Number of Warrants Outstanding, Beginning | 18,200,000 | 18,200,000 | 18,000,000 |
Number of Warrants Granted | 2,000,000 | 20,000,000 | 10,200,000 |
Number of Warrants Exercised | (3,000,000) | (4,200,000) | (10,000,000) |
Number of Warrants Cancelled/Forfeited | 0 | 0 | 0 |
Number of Warrants Outstanding, Ending | 17,200,000 | 34,000,000 | 18,200,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.001 | $ 0.001 | $ 0.001 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.001 | $ 0.001 | $ 0.001 |
Weighted Average Remaining Contractual Life (in years) Outstanding | 1 year 10 months 24 days | 1 year 8 months 12 days | 2 years 1 month 6 days |
Warrants Exercisable, Ending | 17,200,000 | 34,000,000 | 18,200,000 |
Aggregate Intrinsic Value | $ 508,000 | $ 842,000 | $ 801,900 |
6. STOCKHOLDERS' DEFICIT (Det31
6. STOCKHOLDERS' DEFICIT (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | ||||
Exercise Price | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Warrants Exercisable | 17,200,000 | 34,000,000 | 18,200,000 | |
Weighted Average Remaining Contractual Life | 1 year 10 months 24 days | 1 year 8 months 12 days | 2 years 1 month 6 days | |
Aggregate Intrinsic Value | $ 508,000 | $ 842,000 | $ 801,900 |
6. STOCKHOLDERS' DEFICIT (Det32
6. STOCKHOLDERS' DEFICIT (Details 4) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Stockholders Deficit Tables | |
Debt converted - related party | $ (30,000) |
Valuation of Series A PS issued as consideration | 5,217,800 |
Loss on settlement of debt | $ 5,187,800 |
6. COMMITMENTS AND CONTINGENC33
6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Details Narrative | ||||
Rent expense | $ 2,441 | $ 4,999 | $ 12,832 | $ 14,137 |
Loan outstanding balance | 65,292 | 64,720 | ||
Research and Development | $ 110,681 | $ 79,586 | 432,008 | $ 439,536 |
Interest expense and related accrued interest payable | $ 1,955 |
7. RELATED PARTY TRANSACTIONS (
7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loan outstanding balance | $ 65,292 | $ 64,720 | ||
Interest expense related party | 1,955 | |||
Officers compensation | $ 105,379 | $ 86,576 | 440,896 | 318,144 |
Accounts payable and accrued expenses - related party | 92,381 | 148,019 | 86,325 | |
Accrued interest- related party | 456,605 | 426,054 | 326,467 | |
Shareholder | ||||
Accounts payable and accrued expenses - related party | 13,208 | 12,718 | $ 10,760 | |
Accrued salary | 1,168,626 | 1,094,153 | ||
Chief Operating Officer | ||||
Accrued salary | $ 4,762 | $ 1,748 |