Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | Mojo Organics, Inc. |
Entity Central Index Key | 1,414,953 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Trading Symbol | mojo |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2018 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,018 |
Entity Current Reporting Status | Yes |
Entity Common Stock, Shares Outstanding | 27,566,423 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 11,815 | $ 22,357 |
Accounts Receivable | 139,974 | 82,326 |
Inventory | 172,145 | 273,734 |
Supplier Deposits | 36,678 | |
Prepaid expenses | 9,351 | 10,905 |
Total Current Assets | 369,963 | 389,322 |
Security deposit | 4,518 | 4,518 |
Total Assets | 374,481 | 393,840 |
Current Liabilities | ||
Accounts payable and accrued expenses | 83,831 | 29,508 |
Accrued Payroll to related parties | 30,077 | |
Total Current Liabilities | 113,908 | 29,508 |
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, 27,566,423 and 26,667,781 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 27,566 | 26,667 |
Additional paid in capital | 23,136,611 | 22,963,323 |
Accumulated deficit | (22,903,604) | (22,625,658) |
Total Stockholders Equity (Deficit) | 260,573 | 364,332 |
Total Liabilities and Stockholders Equity/ Deficit | $ 374,481 | $ 393,840 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | $ .001 | $ 0.001 |
Common stock, authorized | 190,000,000 | 190,000,000 |
Common stock, issued | 27,566,423 | 26,667,781 |
Common stock, outstanding | 27,566,423 | 26,667,781 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 489,778 | $ 439,560 | $ 1,283,086 | $ 1,025,597 |
Cost of Revenues | 254,251 | 252,309 | 696,604 | 621,814 |
Gross Profit | 235,526 | 187,251 | 586,482 | 403,783 |
Operating Expenses | ||||
Selling, general and administrative | 374,722 | 206,029 | 864,427 | 1,450,540 |
Total Operating Expenses | 374,722 | 206,029 | 864,427 | 1,450,540 |
Loss from Operations | (139,196) | (18,778) | (277,945) | (1,046,757) |
Other Income | 2,180 | |||
Loss Before Provision for Income Taxes | (139,196) | (18,778) | (277,945) | (1,044,577) |
Provision for Income Taxes | ||||
Net Loss | $ (139,196) | $ (18,778) | $ (277,945) | $ (1,044,577) |
Net loss per common share, basic and fully diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.04) |
Basic and diluted weighted average number of common shares outstanding | 27,250,188 | 25,715,063 | 27,011,460 | 22,376,212 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net Loss | $ (277,945) | $ (1,044,577) |
Adjustments to reconcile net loss to cash used by operating activitites: | ||
Stock-based compensation - stock options | 214,690 | |
Stock and warrants issued to directors and employees | 188,824 | 1,370,221 |
Change in assets and liabilites: | ||
Increase in accounts receivable | (57,648) | (128,954) |
Decrease in inventory | 101,589 | 80,880 |
Increase in supplier deposits | (36,677) | (57) |
Decrease in prepaid expenses | 1,553 | 12,258 |
Increase/(Decrease) in accounts payable and accrued expenses | 54,323 | (12,324) |
Increase/(Decrease) in accrued payroll to related parties | 30,075 | (484,418) |
Net cash provided by operating activities | 4,094 | 7,719 |
Net cash from financing activities: | ||
Shares repurchased for cancellation | (14,636) | |
Net cash used in financing activities | (14,636) | |
Net (decrease)/increase in cash and cash equivalents | (10,542) | 7,719 |
Cash and cash equivalents at beginning of period | 22,357 | 38,668 |
Cash and cash equivalents at end of period | $ 11,815 | $ 46,387 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Shares at Dec. 31, 2017 | 26,667,781 | |||
Beginning balance, Amount at Dec. 31, 2017 | $ 26,667 | $ 22,963,323 | $ (22,625,658) | $ 364,332 |
Stock based compensation | ||||
Stock and warrants issued to directors and employees, Shares | 971,824 | |||
Stock and warrants issued to directors and employees | $ 972 | 187,851 | $ 188,824 | |
Stock repurchased and cancelled, Shares | (73,182) | 73,182 | ||
Stock repurchased and cancelled | $ (73) | (14,563) | $ (14,636) | |
Net loss | (277,945) | (277,945) | ||
Ending balance, Shares at Sep. 30, 2018 | 27,566,423 | |||
Ending balance, Amount at Sep. 30, 2018 | $ 27,566 | $ 23,136,611 | $ (22,903,603) | $ 260,573 |
Business
Business | 9 Months Ended |
Sep. 30, 2018 | |
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 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 nine months ended September 30, 2018 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, 2017 included in the Company’s Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017, the Company did not have any cash equivalents. For purposes of reporting cash flows, cash and cash equivalents include all highly liquid investments purchases with a maturity of three months or less. 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 September 30, 2018 and December 31, 2017 was zero. Inventories Inventories, consisting solely of finished goods are stated at the lower of cost (first-in, first-out method) or net realizable value. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or NRV. Revenue Recognition Revenue is recognized when ownership and risk of loss transfer to the customer, which is the date when the customer receives the product. Revenue transactions represent sales of inventory net of sales discounts and trade promotions consisting of customer pricing allowances and merchandising funds offered through various programs to consumers. Deductions from Revenue Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in-store displays, promotions for new items, and obtaining optimum shelf space. 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 The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share: At September 30, 2018 Issued Number of Stock Options Expiration Date Exercise Price August 14, 2014 585,000 August 14, 2019 $ 0.255 June 15, 2015 35,000 June 15, 2020 $ 0.255 April 6, 2017 1,856,559 April 6, 2022 $ 0.160 TOTAL 2,476,559 Issued Number of Warrants Expiration Date Exercise Price March 13, 2014 2,030,223 March 12, 2019 $ 0.91 August 5, 2015 1,500,000 August 17, 2020 $ 0.40 TOTAL 3,530,223 GRAND TOTAL 6,006,782 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 September 30, 2018 and December 31, 2017, 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 and accrued expense, approximate their fair values due to their short-term nature. Recent Accounting Pronouncements In June 2018 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 3 – COMMITMENTS AND CONTINGENCIES Employment Agreements On April 6, 2017, the Company entered into Amended and Restated Employment Agreements with Mr. Glenn Simpson (the “Simpson Agreement”), the Company’s Chairman and Chief Executive Officer (the “CEO”) and Mr. Peter Spinner (the “Spinner Agreement”), the Company’s Chief Operating Officer (the “COO”). The Simpson Agreement and the Spinner Agreement were effective April 1, 2017 and have eight year terms. On December 8, 2017, the Company entered into Amended and Restated Employment Agreement with Mr. Peter Spinner (the “Amended Spinner Agreement”). This agreement is effective January 1, 2018 and supersedes the Spinner Agreement. Mr. Spinner’s employment with MOJO ended on March 31, 2018. Pursuant to the Simpson Agreement, Mr. Simpson will be paid a salary of $5,000 per month in cash and the right to receive 67,000 shares of Common Stock per month. Additionally, Mr. Simpson is entitled to 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 $44,400 per year. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2025 based upon revenue performance goals. The revenue goals range from $2,400,000 to $19,200,000 during a twelve month period. The bonus awards may be accelerated should revenue exceed the annual target amounts. Mr. Simpson and Mr. Spinner were issued 276,000 and 75,000 shares, respectively, of restricted Common Stock valued at $0.20 per share on February 27, 2018 as part of the Simpson Agreement and Amended Spinner Agreement for their first quarter compensation. Mr. Simpson was issued 201,000 shares of restricted Common Stock valued at $0.17 per share on June 15, 2018 as part of the Simpson Agreement for his second quarter compensation. Mr. Simpson was issued 201,000 shares of restricted Common Stock valued at $0.22 per share on September 5, 2018 as part of the Simpson Agreement for his third quarter compensation. Lease Commitment The Company maintains office space in Jersey City, New Jersey. The lease agreement commenced on March 1, 2018 for $2,304 per month. The lease expires on February 28, 2019. Lease expense amounted to $20,682 and $23,488 for the nine months ended September 30, 2018 and 2017, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
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 (the “2015 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. Restricted Stock Compensation On May 9, 2018, the Company approved to the lifting of the prior restrictions to 8,756,542, shares issued to the CEO and 4,709,022, shares issued to the former COO of the Company. In connection with the issuance 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. The Company recorded $178,590 and $577,281 for restricted stock based compensation costs for the nine months ended September 30, 2018 and September 30, 2017, respectively. 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, 2017 2,309,113 $ 0.21 Granted 7,112,119 0.19 Vested (7,112,119 ) 0.19 Forfeited — — Unvested share balance, September 30, 2018 2,309,113 $ 0.21 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. In connection with the February 2016 Private Placement Offering, warrants to purchase 482,143 shares of Common Stock were issued at a price of $0.70 per share, these warrants expired on February 12, 2018. The following table summarizes warrant activity during the period: Outstanding at December 31, 2017 4,012,366 Expired (482,143 ) Outstanding at September 30, 2018 3,530,223 Exercisable at September 30, 2018 3,530,223 Number of Warrants Expiration Date Exercise Price Issued March 13, 2014 2,030,223 March 12, 2019 $ 0.91 Issued August 5, 2015 1,500,000 August 17, 2020 $ 0.40 Exercisable at September 30, 2018 3,530,223 Advisory Services On October 3, 2013, the Company entered into an agreement with Ian Thompson of Northern Ireland 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 Purchased for Cancellation During the period January 1, 2018 to September 30, 2018, the Company purchased 73,182 shares of its restricted common stock from seven shareholders for cancellation. The Company paid $14,636 which was the market price for its traded shares during the period. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Stock Options | NOTE 5 – STOCK OPTIONS On April 6, 2017, the Company granted stock options to purchase 356,559 shares and 1,500,000 shares of Common Stock pursuant to the 2012 Plan and the 2015 Plan, respectively. See note 3. The options were priced at the fair market value of the Common Stock and are immediately exercisable. The following table summarizes stock option activity under the Plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 2,476,559 $ 0.184 3.7 Granted Expired — — — Forfeited — — — Outstanding,September 30, 2018 2,476,559 $ 0.184 3.12 Exercisable, September 30, 2018 2,476,559 $ 0.184 3.12 During the nine months ended September 30, 2018 and 2017, compensation expense related to stock options of $0 and $214,690, respectively, was recorded. As of September 30, 2018, there was no unrecognized compensation cost related to non-vested stock options. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS As of September 30, 2018, accrued payroll of approximately $30,000 was payable to the CEO of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017, the Company did not have any cash equivalents. For purposes of reporting cash flows, cash and cash equivalents include all highly liquid investments purchases with a maturity of three months or less. |
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 September 30, 2018 and December 31, 2017 was zero. |
Inventories | Inventories Inventories, consisting solely of finished goods are stated at the lower of cost (first-in, first-out method) or net realizable value. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or NRV. |
Revenue Recognition | Revenue Recognition Revenue is recognized when ownership and risk of loss transfer to the customer, which is the date when the customer receives the product. Revenue transactions represent sales of inventory net of sales discounts and trade promotions consisting of customer pricing allowances and merchandising funds offered through various programs to consumers. |
Deductions from Revenue | Deductions from Revenue Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in-store displays, promotions for new items, and obtaining optimum shelf space. |
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 The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share: At September 30, 2018 Issued Number of Warrants Expiration Date Exercise Price August 14, 2014 2,030,223 August 14, 2019 $ 0.255 June 15, 2015 1,500,000 June 15, 2020 $ 0.255 April 6, 2017 1,856,559 April 6, 2022 $ 0.160 TOTAL 2,476,559 Issued Number of Warrants Expiration Date Exercise Price March 13, 2014 2,030,223 March 12, 2019 $ 0.91 August 5, 2015 1,500,000 August 17, 2020 $ 0.40 TOTAL 3,530,223 GRAND TOTAL 6,006,782 |
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 September 30, 2018 and December 31, 2017, 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 and accrued expense, approximate their fair values due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share | At September 30, 2018 Issued Number of Stock Options Expiration Date Exercise Price August 14, 2014 585,000 August 14, 2019 $ 0.255 June 15, 2015 35,000 June 15, 2020 $ 0.255 April 6, 2017 1,856,559 April 6, 2022 $ 0.160 TOTAL 2,476,559 Issued Number of Warrants Expiration Date Exercise Price March 13, 2014 2,030,223 March 12, 2019 $ 0.91 August 5, 2015 1,500,000 August 17, 2020 $ 0.40 TOTAL 3,530,223 GRAND TOTAL 6,006,782 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2017 2,309,113 $ 0.21 Granted 7,112,119 0.19 Vested (7,112,119 ) 0.19 Forfeited — — Unvested share balance, September 30, 2018 2,309,113 $ 0.21 |
Schedule Of Stockholders Equity Note Warrants Or Rights | Outstanding at December 31, 2017 4,012,366 Expired (482,143 ) Outstanding at September 30, 2018 3,530,223 Exercisable at September 30, 2018 3,530,223 Number of Warrants Expiration Date Exercise Price Issued March 13, 2014 2,030,223 March 12, 2019 $ 0.91 Issued August 5, 2015 1,500,000 August 17, 2020 $ 0.40 Exercisable at September 30, 2018 3,530,223 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Stock Options | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2017 2,476,559 $ 0.184 3.7 Granted Expired — — — Forfeited — — — Outstanding,September 30, 2018 2,476,559 $ 0.184 3.12 Exercisable, September 30, 2018 2,476,559 $ 0.184 3.12 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of securities | 6,006,782 |
August 14, 2014 | |
Number of securities | 2,030,223 |
Expiration Date | Aug. 14, 2019 |
Exercise Price | $ / shares | $ .255 |
June 15, 2015 | |
Number of securities | 1,500,000 |
Expiration Date | Jun. 15, 2020 |
Exercise Price | $ / shares | $ .255 |
April 6, 2017 | |
Number of securities | 1,856,559 |
Expiration Date | Apr. 6, 2022 |
Exercise Price | $ / shares | $ .160 |
March 13, 2014 | |
Number of securities | 2,030,223 |
Expiration Date | Mar. 12, 2019 |
Exercise Price | $ / shares | $ .91 |
August 5, 2015 | |
Number of securities | 1,500,000 |
Expiration Date | Aug. 17, 2020 |
Exercise Price | $ / shares | $ 0.40 |
Stock Options | |
Number of securities | 2,476,559 |
Warrants | |
Number of securities | 3,530,223 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | |||
Feb. 27, 2018 | May 09, 2018 | Jun. 15, 2018 | Sep. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 01, 2018 | Dec. 31, 2017 | |
Monthly office fee | $ 2,304 | |||||||
Lease expense | $ 20,682 | $ 23,488 | ||||||
Common stock issued, per share | $ .20 | $ .001 | $ 0.001 | |||||
CEO | ||||||||
Employment Agreement terms | Pursuant to the Simpson Agreement, Mr. Simpson will be paid a salary of $5,000 per month in cash and the right to receive 67,000 shares of restricted Common Stock per month. These shares have no voting rights, are not eligible for dividends and are non-transferable unless the restriction is lifted. The restriction shall be lifted only upon the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. Additionally, Mr. Simpson is entitled to 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 $44,400 per year. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2025 based upon revenue performance goals. The revenue goals range from $2,400,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. | |||||||
Restricted Common Stock Issued | 276,000 | 8,756,542 | 201,000 | 201,000 | ||||
Common stock issued, per share | $ 0.17 | $ 0.22 | ||||||
COO | ||||||||
Restricted Common Stock Issued | 75,000 | 4,709,022 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Compensation, Restricted Stock Activity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |||
Unvested share balance | 2,309,113 | 2,309,113 | 2,309,113 |
Weighted Average Grant Date Fair Value, balance, Beginning | $ 0.21 | ||
Weighted Average Grant Date Fair Value, balance, End | $ 0.21 | ||
Number of Shares, Granted | 7,112,119 | ||
Weighted Average Grant Date Fair Value, Granted | $ 0.19 | ||
Number of Shares, Vested | (7,112,119) | ||
Weighted Average Grant Date Fair Value, Vested | $ 0.19 | ||
Number of Shares, Forfeited |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule Of Stockholders Equity Note Warrants Or Rights (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Warrants Outstanding | $ 4,012,366 | $ 3,530,223 | |
Warrants Issued, Expired | (482,143) | ||
Warrants Exercisable | 3,530,223 | ||
Number of securities | 6,006,782 | ||
March 13, 2014 | |||
Number of securities | 2,030,223 | ||
Expiration Date | Mar. 12, 2019 | ||
Exercise Price | $ .91 | ||
August 5, 2015 | |||
Number of securities | 1,500,000 | ||
Expiration Date | Aug. 17, 2020 | ||
Exercise Price | $ 0.40 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 03, 2013 | Feb. 27, 2018 | May 09, 2018 | Jun. 15, 2018 | Sep. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2017 | Apr. 06, 2017 | Sep. 30, 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) | $ .20 | $ .001 | $ 0.001 | ||||||||||||
Consideration for Stock issued (in Dollars) | $ 337,500 | ||||||||||||||
Warrants expired | 482,143 | ||||||||||||||
Recorded Share-based Compensation Expense, in connection with restriced stock | $ 178,590 | $ 577,281 | |||||||||||||
Repurchase of restricted common stock | 73,182 | ||||||||||||||
Repurchase of restricted common stock, price | $ 14,636 | ||||||||||||||
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 | ||||||||||||||
CEO | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.17 | $ 0.22 | |||||||||||||
Restricted Common Stock Issued | 276,000 | 8,756,542 | 201,000 | 201,000 | |||||||||||
COO | |||||||||||||||
Restricted Common Stock Issued | 75,000 | 4,709,022 | |||||||||||||
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 | 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 | 356,559 | 2,050,000 | |||||||||||||
Employee Stock Option | 2014 Offering | |||||||||||||||
Warrants issued | 1 | ||||||||||||||
Exercise price, per share | $ .91 | ||||||||||||||
Employee Stock Option | 2016 Offering | |||||||||||||||
Warrants issued | 482,143 | ||||||||||||||
Exercise price, per share | $ .70 |
Stock Options - Stock Option Ac
Stock Options - Stock Option Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | ||
Stock Options Outstanding | 2,476,559 | |
Stock Options Outstanding, Weighted Average Exercise Price | $ 0.184 | $ 0.184 |
Stock Options Outstanding, Weighted Average Remaing Contractual Term | 3 years 8 months 12 days | |
Stock Options Granted | ||
Stock Options Granted, Weighted Average Exercise Price | ||
Stock Options Granted, Weighted Average Remaining Contractual Term | ||
Stock Options Expired | ||
Stock Options Expired, Weighted Average Exercise Price | ||
Stock Options Expired, Weighted Average Remaining Contractual Term | ||
Stock Options Forfeited | ||
Stock Options Forfeited, Weighted Average Exercise Price | ||
Stock Options Forfeited, Weighted Average Remaining Contractual Term | ||
Stock Optiones Exercisable | 2,476,559 | |
Stock Optiones Exercisable. Weighted Average Exercise Price | $ 0.184 | |
Stock Optiones Exercisable, Weighted Average Remaining Contractual Term | 3 years 1 month |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Apr. 06, 2017 | Oct. 31, 2015 | Mar. 31, 2013 | |
Compensation expense | $ 0 | $ 214,690 | |||
Unrecognized compensation cost | $ 0 | ||||
Employee Stock Option | Long Term Incentive Equity Plan 2012 | |||||
Stock Options granted | 356,559 | 2,050,000 | |||
Employee Stock Option | Long Term Incentive Equity Plan 2015 | |||||
Stock Options granted | 1,500,000 | 1,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Payroll | $ 83,831 | $ 29,508 |
CEO | ||
Accrued Payroll | $ 30,000 |