Equator Beverage (MOJO) 10-Q 1 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 01, 2017
Document And Entity Information
Entity Registrant Name	Mojo Organics, Inc.
Entity Central Index Key	1,414,953
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		22,768,576
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 11,215	$ 38,668
Accounts Receivable, net	58,748	29,872
Inventory	271,130	312,029
Supplier deposits	75,670
Prepaid expenses	7,203	29,709
Total Current Assets	423,966	410,278
Security deposit	4,461	4,461
Total Assets	428,427	414,739
Current Liabilities
Accounts payable and accrued expenses	62,262	39,329
Accrued payroll to related parties	588,100	484,600
Total Current Liabilities	650,362	523,929
Stockholders Equity/ (Deficit)
Preferred stock, 10,000,000 shares authorized at $0.001 par value, no shares issued and outstanding
Common stock, 190,000,000 shares authorized at $0.001 par value, 18,380,326 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	18,380	18,380
Additional paid in capital	21,265,926	21,265,200
Accumulated deficit	(21,506,241)	(21,392,770)
Total Stockholders Equity/ Deficit	(221,935)	(109,190)
Total Liabilities and Stockholders Equity/ Deficit	$ 428,427	$ 414,739

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	190,000,000	190,000,000
Common stock, issued	18,380,326	18,380,326
Common stock, outstanding	18,380,326	18,380,326

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) (Restated) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue	$ 241,960	$ 250,712
Cost of Revenues	143,794	146,134
Gross Profit	98,166	104,578
Operating Expenses
Selling, general and administrative	213,817	486,140
Total Operating Expenses	213,817	486,140
Loss from Operations	(115,651)	(381,562)
Other Income	2,180
Loss Before Provision for Income Taxes	(113,471)	(381,562)
Provision for Income Taxes
Net Loss	$ (113,471)	$ (381,562)
Net loss per common share, basic and fully diluted	$ (0.01)	$ (0.02)
Basic and diluted weighted average number of common shares outstanding	18,380,326	17,889,257

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities
Net Loss	$ (113,471)	$ (381,562)
Adjustments to reconcile net loss to cash used by operating activitites:
Stock-based compensation - stock options	726	18,810
Stock and warrants issued to directors and employees		231,984
Change in assets and liabilites:
Increase in accounts receivable	(28,876)	(213,855)
Decrease (increase) in inventory	40,899	(59,699)
Increase in supplier deposits	(75,670)	(18,419)
Decrease in prepaid expenses	22,506	7,330
Increase in accounts payable and accrued expenses	22,933	24,226
Increase in accrued payroll to related parties	103,500	92,450
Net cash used in operating activities	(27,453)	(298,735)
Net cash from financing activities:
Sale of common stock, net		337,500
Net cash provided by financing activities		337,500
Net increase (decrease) in cash and cash equivalents	(27,453)	38,765
Cash and cash equivalents at beginning of period	38,668	15,442
Cash and cash equivalents at end of period	11,215	54,207
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid
Taxes paid
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Accrued payroll to related parties converted to additional paid-in capital		$ 95,500

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, Shares at Dec. 31, 2016	18,380,326
Beginning balance, Amount at Dec. 31, 2016	$ 18,380	$ 21,265,200	$ (21,392,770)	$ (109,190)
Stock based compensation
Stock options		726		726
Net loss			(113,471)	(113,471)
Ending balance, Shares at Mar. 31, 2017	18,380,326
Ending balance, Amount at Mar. 31, 2017	$ 18,380	$ 21,265,926	$ (21,506,241)	$ (221,935)

Business

Business	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Business and Basis of Presentation	NOTE 1 – BUSINESS Overview MOJO Organics, Inc. (“MOJO” or the “Company”) was incorporated in the State of Delaware on August 2, 2007. Headquartered in Jersey City, NJ, the Company engages in new product development, production, marketing, distribution and sales of beverage brands that are natural, USDA Organic and Non GMO Project verified. Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2017 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2017 and December 31, 2016, the Company did not have any cash equivalents. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2017 and December 31, 2016 was zero. Inventories Inventories, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or market. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value. Supplier Deposits Supplier Deposits consist of payments to manufacturers for future production. Revenue Recognition Revenue from sales of products is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue. Shipping and Handling Costs Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations. Net Loss Per Common Share Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods. The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding for the three months ended March 31, 2017 and 2016, as they would have had an anti-dilutive impact on the Company’s net loss per common share: 2017 2016 Shares underlying options outstanding 620,000 620,000 Shares underlying warrants outstanding 4,012,366 3,096,919 Total 4,632,366 3,716,919 Income Taxes The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2017 and December 31, 2016, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time. Stock-Based Compensation ASC Topic 718, “ Accounting for Stock-Based Compensation The Company accounts for equity based transactions with non-employees under the provisions of ASC Subtopic 505-50, “ Equity-Based Payments to Non-Employees Fair value of financial instruments The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses and debt obligations, approximate their fair values due to their short-term nature. New Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Reclassifications Certain amounts in the March 31, 2016 Financial Statements have been reclassified to conform to the presentation used in the March 31, 2017 Financial Statements.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies
Commitments and Contingencies	NOTE 3 – COMMITMENTS AND CONTINGENCIES Employment Agreements On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Simpson Agreement") with Glenn Simpson pursuant to which Mr. Simpson will continue to act as the Company's Chief Executive Officer (“CEO”) and Chairman for a term of five (5) years as extended in consideration of (i) a base salary of $5,000 per month from June 2015 through September 2015 and then increasing to $18,500 per month, (ii) 1,544,737 shares of common stock of the Company to be issued to Mr. Simpson upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Simpson Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Simpson entered into an amendment to the Simpson Agreement increasing the Simpson Shares by 337,500. On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Spinner Agreement") with Peter Spinner pursuant to which Mr. Spinner will continue to act as the Company's Chief Operating Officer (“COO”) for a term of five (5) years as extended in consideration of (i) a base salary of $8,000 per month from June 2015 through September 2015 and then increasing to $16,000 per month, (ii) 252,632 shares of common stock of the Company to be issued to Mr. Spinner upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Spinner Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Spinner Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 375,000 shares of Common Stock per year through December 31, 2018 and 200,000 shares of Common Stock per year from 2019 through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Spinner entered into an amendment to the Spinner Agreement increasing the number of Spinner Shares by 345,000. On March 3, 2017, the Company amended the Spinner Agreement, reducing the eligible bonus shares by 1,500,000. Lease Commitment The Company maintains office space in Jersey City, New Jersey. The Company leases the space from a third-party pursuant to a lease agreement dated September 15, 2016 at a rate of $2,230 per month. The lease agreement was terminated on February 28, 2017. The Company signed a new lease agreement for the period March 1, 2017 to February 28, 2018. The new rent under this agreement is $2,259 per month. Lease expense amounted to $8,146 and $5,389 for the three months ended March 31, 2017 and 2016, respectively.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 4 – STOCKHOLDERS’ EQUITY The Company has authorized 190,000,000 shares of common stock (“Common Stock”) and 10,000,000 shares of preferred stock (“Preferred Stock”), each having a par value of $0.001. In October 2015, the Company approved the 2015 Incentive Stock Plan, which provides the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock. In March 2013, the Company approved the 2012 Long-Term Incentive Equity Plan (the “2012 Plan”), which provides the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or stock based awards for up to an aggregate of 2,050,000 shares of Common Stock. Private Placement Offerings On January 20, 2016, the Company approved a subscription agreement (the “2016 Subscription”) whereby 1,428,572 shares of Common Stock were offered to accredited investors for $0.35 per share. For every two shares purchased, the investor received a warrant to acquire one share of Common Stock at an exercise price of $0.70 per share exercisable for a period of two years from the date of issuance representing a potential aggregate of 714,286 shares of Common Stock. The Company issued a total of 964,286 shares of Common Stock and two year purchase warrants to acquire a total 482,143 shares of Common Stock to four accredited investors in consideration of $337,500. Restricted Stock Compensation The Company issued shares of restricted Common Stock to certain of its directors, executive officers and employees. Unvested restricted shares are subject to forfeiture. With the exception of 1,726,485 shares issued to employees and directors and 582,626 shares issued to a former director, which vest based upon achieving certain milestones, the Company records compensation expense over the vesting period based upon the fair market value on the date of grant for each share, adjusted for forfeitures. A summary of the restricted stock issuances to directors, executive officers and employees is as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested share balance, January 1, 2016 4,210,306 $ 0.75 Granted — — Vested (1,901,193 ) 1.33 Forfeited — — Unvested share balance, December 31, 2016 2,309,113 $ 0.21 Granted — — Vested — — Forfeited — — Unvested share balance, March 31, 2017 2,309,113 $ 0.21 In connection with the issuance of restricted stock, the Company recorded no share-based compensation expense for the three months ended March 31, 2017 and $231,984 for the three months ended March 31, 2016. As of March 31, 2017, there was $490,426 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation which vests only upon the achievement of certain performance criteria. Stock Warrants In connection with two private placement offerings in March 2014 (the “2014 Offerings”), investors received one purchase warrant at $0.91 per share for each share of Common Stock purchased. The warrants issued to Wyatts Torch Equity Partners, LP (“Wyatts”) were incorrectly calculated. On March 6, 2017, the Company issued warrants to purchase 915,447 shares of Common Stock at $0.91 per share to Wyatts to correct for this error. There was no financial impact resulting from this warrant understatement other than an understatement of potentially dilutive shares. In connection with the 2016 Subscription, warrants to purchase 482,143 shares of Common Stock were issued at a price of $0.70 per share and are exercisable for a period of two years from the date of issuance. The following table summarizes warrant activity during the period: Outstanding at January 1, 2016 2,614,776 Issued in connection with the 2016 Subscription 482,143 Outstanding at December 31, 2016 3,096,919 Issued in connection with the 2014 Offerings 915,447 Outstanding at March 31, 2017 4,012,366 Exercisable at March 31, 2017 4,012,366 Advisory Services On October 3, 2013, the Company entered into an agreement with Ian Thompson for strategic business advisory services, public relations services and investor relations services with Ian Thompson. In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue. The stock is vested; however it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting scheduled to vest on June 30, 2014. Consulting fees amounting to $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock. Throughout the term of the agreement, the Company requested that Ian Thompson render performance under the agreement and to provide evidence of same. Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide evidence. On June 27, 2014, the Company terminated the agreement. The Company is taking all necessary steps for the cancellation of the 367,204 shares, due to lack of delivery of consideration and material breach of the agreement.

Stock Options

Stock Options	3 Months Ended
	Mar. 31, 2017
Other Liabilities Disclosure [Abstract]
Stock Options	NOTE 5 – STOCK OPTIONS During the three months ended March 31, 2017 and 2016, compensation expense related to stock options of $726 and $18,809, respectively, was recorded. As of March 31, 2017, there was $604 of total unrecognized compensation cost related to non-vested stock options. That remaining cost is expected to be recognized by June 30, 2017.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 – RELATED PARTY TRANSACTIONS As of March 31, 2017, accrued payroll of $588,100 was payable to the CEO and the COO of the Company. This amount included unpaid salary as well as unpaid bonus. As of December 31, 2016, accrued payroll of $484,600 was payable to the CEO and COO, and such amount included unpaid salary as well as unpaid bonus. During 2016, the CEO and the COO forgave unpaid salary due to them of $96,000 and $81,000, respectively. In January 2016, the Company sold 285,715 shares of Common Stock and warrants to purchase 142,857 shares of Common Stock at $0.70 per share to Wyatts for $100,000 pursuant to the 2016 Subscription. The managing member of Wyatts is the COO of the Company, as well as a Director of the Company.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 7 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events,” 9 On April 6, 2017, the Company amended the Simpson Agreement. Effective April 1, 2017, Mr. Simpson will no longer be paid at a rate of $22,000 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 67,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 995,546 shares of Common Stock at the fair market value on the date of grant of $0.16 per share. On April 6, 2017, the Company amended the Spinner Agreement. Effective April 1, 2017, Mr. Spinner will no longer be paid at a rate of $18,500 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 55,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 861,013 shares of Common Stock at the fair market value on the date of grant of $0.16 per share. The CEO and COO also agreed to receive shares of restricted Common Stock as payment for amounts owed to them as of March 31, 2017. They also agreed to receive shares of restricted Common Stock as payment for their cash salary for April 2017. On May 1, 2017, the Company issued 2,165,750 and 1, 822,500 shares of restricted Common Stock to the CEO and COO, respectively. Additionally, the Company issued 400,000 shares of restricted Common Stock to Mr. Simpson as payment for his stock bonus earned in 2016. All of the aforementioned shares issued have no voting rights, are not eligible for dividends and are non-transferable. The restrictions shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. These issuances served, in part, as payment in full of the accrued payroll balance of $588,100 at March 31, 2017.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2017 and December 31, 2016, the Company did not have any cash equivalents.
Accounts Receivable	Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2017 and December 31, 2016 was zero.
Inventories	Inventories Inventories, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or market. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value.
Supplier Deposits	Supplier Deposits Supplier Deposits consist of payments to manufacturers for future production.
Revenue Recognition	Revenue Recognition Revenue from sales of products is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue.
Shipping and Handling Costs	Shipping and Handling Costs Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.
Net Loss Per Common Share	Net Loss Per Common Share Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods. The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding for the three months ended March 31, 2017 and 2016, as they would have had an anti-dilutive impact on the Company’s net loss per common share: 2017 2016 Shares underlying options outstanding 620,000 620,000 Shares underlying warrants outstanding 4,012,366 3,096,919 Total 4,632,366 3,716,919
Income Taxes	Income Taxes The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2017 and December 31, 2016, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time.
Stock-Based Compensation	Stock-Based Compensation ASC Topic 718, “ Accounting for Stock-Based Compensation The Company accounts for equity based transactions with non-employees under the provisions of ASC Subtopic 505-50, “ Equity-Based Payments to Non-Employees
Fair value of financial instruments	Fair value of financial instruments The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses and debt obligations, approximate their fair values due to their short-term nature.
New Accounting Pronouncements	New Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Reclassifications	Reclassifications Certain amounts in the March 31, 2016 Financial Statements have been reclassified to conform to the presentation used in the March 31, 2017 Financial Statements.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share	2017 2016 Shares underlying options outstanding 620,000 620,000 Shares underlying warrants outstanding 4,012,366 3,096,919 Total 4,632,366 3,716,919

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]	Number of Shares Weighted Average Grant Date Fair Value Unvested share balance, January 1, 2016 4,210,306 $ 0.75 Granted — — Vested (1,901,193 ) 1.33 Forfeited — — Unvested share balance, December 31, 2016 2,309,113 $ 0.21 Granted — — Vested — — Forfeited — — Unvested share balance, March 31, 2017 2,309,113 $ 0.21
Schedule Of Stockholders Equity Note Warrants Or Rights	Outstanding at January 1, 2016 2,614,776 Issued in connection with the 2016 Subscription 482,143 Outstanding at December 31, 2016 3,096,919 Issued in connection with the 2014 Offerings 915,447 Outstanding at March 31, 2017 4,012,366 Exercisable at March 31, 2017 4,012,366

Restatement (Tables)

Restatement (Tables)	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Restatement	The net effect of the error and its restatement for the nine months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 1,294,660 $ 337,532 $ 1,632,192 Total operating expenses $ 877,437 $ 337,532 $ 1,214,969 Net loss $ 1,007,003 $ 337,532 $ 1,344,535 Net loss available to common stockholders, basic and fully diluted $ 0.06 $ 0.02 $ 0.08 The net effect of the error and its restatement for the three months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 312,629 $ 39,000 $ 351,629 Total operating expenses $ 372,629 $ 39,000 $ 411,629 Net loss $ 410,989 $ 39,000 $ 449,989 Net loss available to common stockholders, basic and fully diluted $ 0.02 $ 0.01 $ 0.03

Summary of Significant Accoun18

Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accounting Policies [Abstract]
Shares underlying options outstanding	620,000	620,000
Shares underlying warrants outstanding	4,012,366	3,096,919
Total	4,632,366	3,716,919

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Apr. 06, 2017	Mar. 31, 2017	Mar. 31, 2016	Sep. 15, 2016
Monthly office fee		$ 2,259		$ 2,230
Lease expense		$ 8,146	$ 5,389
CEO
Employment Agreement terms	On April 6, 2017, the Company amended the Simpson Agreement. Effective April 1, 2017, Mr. Simpson will no longer be paid at a rate of $22,000 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 67,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 995,546 shares of Common Stock at the fair market value on the date of grant of $0.16 per share.	On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Simpson Agreement") with Glenn Simpson pursuant to which Mr. Simpson will continue to act as the Company's CEO and Chairman for a term of five (5) years as extended in consideration of (i) a base salary of $5,000 per month from June 2015 through September 2015 and then increasing to $18,500 per month, (ii) 1,544,737 shares of common stock of the Company to be issued to Mr. Simpson upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Simpson Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Simpson entered into an amendment to the Simpson Agreement increasing the Simpson Shares by 337,500.
COO
Employment Agreement terms	On April 6, 2017, the Company amended the Spinner Agreement. Effective April 1, 2017, Mr. Spinner will no longer be paid at a rate of $18,500 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 55,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 861,013 shares of Common Stock at the fair market value on the date of grant of $0.16 per share.		On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Spinner Agreement") with Peter Spinner pursuant to which Mr. Spinner will continue to act as the Company's COO for a term of five (5) years as extended in consideration of (i) a base salary of $8,000 per month from June 2015 through September 2015 and then increasing to $16,000 per month, (ii) 252,632 shares of common stock of the Company to be issued to Mr. Spinner upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Spinner Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Spinner Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 375,000 shares of Common Stock per year through December 31, 2018 and 200,000 shares of Common Stock per year from 2019 through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Spinner entered into an amendment to the Spinner Agreement increasing the number of Spinner Shares by 345,000.

Stockholders' Equity (Deficit21

Stockholders' Equity (Deficit) - Schedule of Share-based Compensation, Restricted Stock Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Unvested share balance	2,309,113	4,210,306
Weighted Average Grant Date Fair Value, balance, Beginning	$ 0.21	$ 0.75
Weighted Average Grant Date Fair Value, balance, End	$ 0.21	$ 0.21
Number of Shares, Granted
Weighted Average Grant Date Fair Value, Granted
Number of Shares, Vested		(1,901,193)
Weighted Average Grant Date Fair Value, Vested		$ 1.33
Number of Shares, Forfeited
Weighted Average Grant Date Fair Value, Forfeited

Stockholders' Equity (Deficit22

Stockholders' Equity (Deficit) - Schedule Of Stockholders Equity Note Warrants Or Rights (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Warrants Outstanding	$ 4,012,366	$ 3,096,919	$ 2,614,776
Warrants Issued	915,447	482,143
Warrants Exercisable	4,012,366

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Oct. 03, 2013	Jan. 20, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2014	Dec. 31, 2013	Mar. 06, 2017	Dec. 31, 2016	Oct. 31, 2015	Oct. 03, 2014	Mar. 31, 2013
Preferred Stock, Shares Authorized			10,000,000					10,000,000
Common Stock, Shares Authorized			190,000,000					190,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.001					$ 0.001
Common Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.001					$ 0.001
Consideration for Stock issued (in Dollars)			$ 337,500
Warrants issued							915,447
Exercise price, per share							$ .91
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones			2,026,884
Recorded Share-based Compensation Expense, in connection with restriced stock			$ 0	$ 231,984
Unrecognized compensation expense related to unvested share-based compensation			$ 490,426
Agreement with Mr. Ian Thompson
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones										200,000
Shares issued for consulting work	167,204
Consulting fees	$ 501,612				$ 105,000	$ 280,000
Shares pending cancellation due to lack of delivery of consideration and break of the agreement					367,204
Employees and Directors
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones				1,726,485
Former Director
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones				582,626
2016 Subscription
Consideration for Stock issued (in Dollars)		$ 337,500
Stock Issued During Period, Shares, New Issues		1,428,572		964,286
Sale of Stock, Price Per Share (in Dollars per share)		$ .35
Aggregate shares of common stock		714,286		482,143
Warrants issued		482,143
Exercise price, per share		$ .70		$ .70
Employee Stock Option | Long Term Incentive Equity Plan 2015
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized									1,500,000
Employee Stock Option | Long Term Incentive Equity Plan 2012
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized											2,050,000

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other Liabilities Disclosure [Abstract]
Compensation expense	$ 726	$ 18,809
Total unrecognized compensation cost related to non-vested stock options	$ 604

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 06, 2017	Jan. 31, 2016
Common stock issued, value	$ 18,380	$ 18,380
Warrants issued			915,447
Common stock issued, per share	$ 0.001	$ 0.001
CEO
Accrued Payroll	$ 588,100	$ 484,600
Forgiveness of unpaid salary	96,000
COO
Accrued Payroll	$ 588,100	484,600
Forgiveness of unpaid salary		$ 81,000
Wyatts Torch Equity Partners, L.P.
Common stock issued				285,714
Common stock issued, value				$ 100,000
Warrants issued				142,857
Common stock issued, per share				$ 0.70

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	May 01, 2017	Apr. 06, 2017	Mar. 31, 2017	Mar. 31, 2016
Accrued payroll			$ 588,100
Restrictions on restricted Common Stock revenue threshold			$ 3,000,000
CEO
Employment Agreement terms		On April 6, 2017, the Company amended the Simpson Agreement. Effective April 1, 2017, Mr. Simpson will no longer be paid at a rate of $22,000 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 67,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 995,546 shares of Common Stock at the fair market value on the date of grant of $0.16 per share.	On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Simpson Agreement") with Glenn Simpson pursuant to which Mr. Simpson will continue to act as the Company's CEO and Chairman for a term of five (5) years as extended in consideration of (i) a base salary of $5,000 per month from June 2015 through September 2015 and then increasing to $18,500 per month, (ii) 1,544,737 shares of common stock of the Company to be issued to Mr. Simpson upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Simpson Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Simpson entered into an amendment to the Simpson Agreement increasing the Simpson Shares by 337,500.
Restricted Common Stock issued	2,165,750
COO
Employment Agreement terms		On April 6, 2017, the Company amended the Spinner Agreement. Effective April 1, 2017, Mr. Spinner will no longer be paid at a rate of $18,500 per month. He has agreed to a reduction in salary to $5,000 per month payable in cash and the right to receive 55,000 shares of restricted Common Stock per month. These restricted shares have no voting rights, are not eligible for dividends and are non-transferable. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. The Company also granted immediately exercisable stock options to purchase 861,013 shares of Common Stock at the fair market value on the date of grant of $0.16 per share.		On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Spinner Agreement") with Peter Spinner pursuant to which Mr. Spinner will continue to act as the Company's COO for a term of five (5) years as extended in consideration of (i) a base salary of $8,000 per month from June 2015 through September 2015 and then increasing to $16,000 per month, (ii) 252,632 shares of common stock of the Company to be issued to Mr. Spinner upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Spinner Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Spinner Agreement. The cash bonus is established at 20% of the annual salary. The stock bonus is set at 375,000 shares of Common Stock per year through December 31, 2018 and 200,000 shares of Common Stock per year from 2019 through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Spinner entered into an amendment to the Spinner Agreement increasing the number of Spinner Shares by 345,000.
Restricted Common Stock issued	1,822,500