Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Entity Central Index Key | 1,437,283 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 118,017,626 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 59,562 | $ 52,719 |
Prepaid expenses | 10,000 | |
TOTAL CURRENT ASSETS | 69,562 | 52,719 |
PROPERTY AND EQUIPMENT | ||
Computer equipment | 10,748 | 10,748 |
Furniture and fixtures | 25,110 | 15,722 |
Gross property and equipment | 35,858 | 26,470 |
Less: accumulated depreciation | (23,175) | (18,473) |
Total property and equipment | 12,683 | 7,997 |
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $160,765 and $133,130 | 524,937 | 552,573 |
Total other assets | 524,937 | 552,573 |
TOTAL ASSETS | 607,182 | 613,289 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,024,296 | 2,047,012 |
Accounts payable and accrued expenses - related parties | 46,968 | 59,323 |
Loans payable | 35,450 | |
Preferred stock dividend liability | 3,682,265 | 2,877,424 |
10% Secured convertible notes payable - stockholders | 3,660,264 | 4,260,264 |
3.5% Secured convertible notes payable - stockholders, net of discount of $9,685 | 4,259,515 | |
Notes payable - stockholders, net of discount of $0 and $29,139 | 356,700 | 38,361 |
TOTAL CURRENT LIABILITIES | 15,065,458 | 9,282,384 |
LONG-TERM LIABILITIES | ||
3.5% Secured convertible notes payable - stockholders | 2,069,200 | |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 118,017,626 shares issued and outstanding at September 30, 2017 and December 31, 2016 | 11,802 | 11,802 |
Additional paid in capital | 56,207,452 | 55,955,114 |
Deferred compensation | (9,167) | |
Accumulated deficit | (70,677,544) | (66,696,058) |
STOCKHOLDERS' DEFICIT | (14,458,276) | (10,738,295) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 607,182 | 613,289 |
Series A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 11 | 11 |
Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 3 | 3 |
Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Patents and trademarks, accumulated amortization | $ 160,765 | $ 133,130 |
Notes payable, discount | $ 0 | $ 29,139 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 118,017,626 | 118,017,626 |
Common stock, shares outstanding | 118,017,626 | 118,017,626 |
Series A [Member] | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 108,600 | 108,600 |
Preferred stock, shares outstanding | 108,600 | 108,600 |
Series B [Member] | ||
Preferred stock, shares authorized | 222,222 | 222,222 |
Preferred stock, shares issued | 28,378 | 28,378 |
Preferred stock, shares outstanding | 28,378 | 28,378 |
Series C [Member] | ||
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
3.5% Secured Convertible Promissory Notes [Member] | ||
Notes payable, discount | $ 9,685 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
SALES | $ 13 | $ 1,050 | ||
OPERATING EXPENSES | ||||
Sales and marketing | 12,547 | 4,200 | 239,122 | 38,235 |
Product development | 196,380 | 136,395 | 948,306 | 552,534 |
Integration and customer support | 4,680 | 75,255 | ||
General and administrative | 371,479 | 401,565 | 1,483,362 | 2,479,678 |
Total operating expenses | 580,406 | 546,840 | 2,670,790 | 3,145,702 |
NET OPERATING LOSS | (580,406) | (546,827) | (2,670,790) | (3,144,652) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (190,211) | (132,985) | (505,855) | (409,563) |
Other income | 1,085 | |||
Gain (loss) on disposition of fixed assets | (2,956) | 4,447 | ||
Total other income (expense) | (190,211) | (135,941) | (505,855) | (404,031) |
NET LOSS | (770,617) | (682,768) | (3,176,645) | (3,548,683) |
Less: Accrued preferred dividends | (268,280) | (268,280) | (804,841) | (804,841) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,038,897) | $ (951,048) | $ (3,981,486) | $ (4,353,524) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.04) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 118,017,626 | 117,767,626 | 117,906,515 | 117,656,515 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Deficit - 9 months ended Sep. 30, 2017 - USD ($) | Preferred Stock [Member]Series A [Member] | Preferred Stock [Member]Series B [Member] | Preferred Stock [Member]Series C [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 11 | $ 3 | $ 11,802 | $ 55,955,114 | $ (9,167) | $ (66,696,058) | $ (10,738,295) | |
Balance, shares at Dec. 31, 2016 | 108,600 | 28,378 | 118,017,626 | |||||
Issuance of warrants with notes payable | 106,269 | 106,269 | ||||||
Fair value of options for services | 146,069 | 146,069 | ||||||
Amortization of deferred compensation | 9,167 | 9,167 | ||||||
Accrued preferred dividends | (804,841) | (804,841) | ||||||
Net loss | (3,176,645) | (3,176,645) | ||||||
Balance at Sep. 30, 2017 | $ 11 | $ 3 | $ 11,802 | $ 56,207,452 | $ (70,677,544) | $ (14,458,276) | ||
Balance, shares at Sep. 30, 2017 | 108,600 | 28,378 | 118,017,626 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,176,645) | $ (3,548,683) |
Adjustments to reconcile net loss to net cash: used in operating activities | ||
Provision for bad debts | 360 | |
Fair value of options issued in exchange for services | 146,069 | 257,275 |
Forfeiture of restricted stock | (10,312) | |
Fair value of common stock issued in exchange for services | 9,167 | |
Revaluation of options and warrants | 1,305,411 | |
Amortization of deferred compensation | 38,958 | |
Accretion of discount on notes payable | 125,722 | 68,527 |
Depreciation and amortization | 32,338 | 33,242 |
Gain on abandonment of patents and disposal of fixed assets | (4,447) | |
(Increase) Decrease in assets | ||
Prepaid expenses | (10,000) | 18,918 |
Deposits | 31,800 | |
Increase in liabilities | ||
Accounts payable and accrued expenses | 964,931 | 510,341 |
Net cash used in operating activities | (1,908,418) | (1,298,610) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (9,389) | |
Net cash used in investing activities | (9,389) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans payable | 75,250 | 9,000 |
Repayment of loans payable | (39,800) | (9,000) |
Proceeds from convertible notes payable - stockholders | 1,400,000 | 910,100 |
Proceeds from notes payable - stockholders | 500,000 | 658,600 |
Repayment of notes payable - stockholders | (10,800) | |
Net cash provided by financing activities | 1,924,650 | 1,568,700 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 6,843 | 270,090 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 52,719 | 16,646 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 59,562 | 286,736 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for: Interest | ||
Cash paid during year for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Disposal of equipment in satisfaction of accounts payable | 55,000 | |
Accrued preferred dividend | 804,841 | 804,841 |
Fair value of warrants issued as discount for note payable | 106,269 | 8,537 |
Accrued commitment fees as discount on notes payable | 22,508 | |
Issuance of restricted common stock | 55,000 | |
Accounts payable converted to convertible notes - stockholders | 143,793 | |
Accrued interest and commitment fees exchanged for 10% secured convertible notes payable - stockholders | 200,571 | |
Exchange of unsecured notes payable into 10% secured convertible notes payable and 3.5% secured convertible notes payable | 1,685,000 | |
Exchange of 10% secured convertible notes payable for 3.5% secured convertible notes payable | 600,000 | |
Exchange of notes payable for 3.5% secured convertible notes payable | $ 200,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business Rego Payment Architectures, Inc. (the “Company”) was incorporated in the state of Delaware on February 11, 2008. Effective February 28, 2017, the Company changed its name from Virtual Piggy, Inc. to Rego Payment Architectures, Inc. The Company is a technology company that plans to commercialize an online and mobile payment platform solution for the family. The system allows parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving on both a mobile device and online through the Company’s web portal. The Company’s system is designed to allow a minor to transact both online and in traditional brick and mortar retail outlets using the telephone handset as a payment device. The new payment platform automatically monitors regulatory compliance in real-time for all transactions; including protection of vendors from unintended regulatory infractions. In addition, utilizing the same architecture we will allow individual parents to create a contract with each child that sets the rules and parameters of how the child may use the mobile payment system with as much or as little parental oversight as the parent determines is necessary. The Company is including specialized technology that increases and improves the security of the system and protects the user’s identity while in use. Management believes that building on its Children’s Online Privacy Protection Act (“COPPA”) advantage that the future of the Company will be based on the foundational architecture of the system that will allow its use across multiple financial markets where secure controlled payments are needed. For the under seventeen years of age market, the Company will use its OINK.com brand. The Company intends to license, in each alternative field of use, the ability for its partners, distributors and/or value added resellers to private label each of the alternative markets. These partners will deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the company to reduce expenses while broadening its reach. Revenues generated from this system are contemplated to come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. In addition, the Company is analyzing specific components of the technology for individual monetization as well as exploring opportunities in the Business to Business (“B2B”) realm. The new architecture lends itself to provide closed network capability that allows B2B transactions outside of the traditional payment processing interchange services. This reduces the cost of transacting between businesses. Businesses that join the B2B platform will be able to perform instant settlements of transactions at lower fees than traditional services. The Company’s principal office is located in Cerritos, California. On December 3, 2015, Finity, Inc. was incorporated as a wholly owned subsidiary of the Company. On December 11, 2015, Finity, Inc. changed its name to Finitii, Inc. Finitii, Inc. was established as a not for profit entity for the purpose of teaching children financial literacy. On November 29, 2016, Finitii, Inc. was dissolved, without having any operations since inception. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment award transactions, including: (1) income tax consequences; (2) classification of awards as either equity or liabilities, and (3) classification on the statement of cash flows. For public companies, the amendments in the ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This pronouncement had no impact on the financial statements since any excess tax benefits were fully offset by the valuation allowance and not recognized for financial statement purposes. Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30, 2017, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements through December 31, 2017. |
MANAGEMENT PLANS
MANAGEMENT PLANS | 9 Months Ended |
Sep. 30, 2017 | |
MANAGEMENT PLANS [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Since inception, the Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company’s current monetization model is to license its platform to merchants to enable them to provide COPPA compliant services for themselves and their customers. As of November 20, 2017, the Company has a cash position of approximately $57,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES As of September 30, 2017, the Company owes the Chief Financial Officer $29,545 in unpaid salary. Additionally as of September 30, 2017, the Company owes the Secretary $4,923 in unpaid salary. The Company also owes a company owned by a beneficial owner of more than 5% of the Company $12,500, for fees and expenses as of September 30, 2017. |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Loans Payable | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE During the nine months ended September 30, 2017, the Company received loans in the amount of $75,250 with no formal repayment terms and no interest. The Company repaid $39,800 of these loans during the nine months ended September 30, 2017, leaving a balance of $35,450 as of September 30, 2017. |
10% SECURED CONVERTIBLE NOTES P
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2017 | |
CONVERTIBLE NOTES PAYABLE [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 5 – 10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders. On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. On May 5, 2016, the Company issued an additional $100,000 of Notes to stockholders. The maturity dates of the Notes were extended to March 2018 with the consent of the Note holders. The Notes are convertible by the holders, at any time, into shares of the Company’s Series B Preferred Stock at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the Note holders and a collateral agent acting on behalf of the Note holders (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company’s business assets. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes. On August 26, 2016, the Company exchanged in total $2,029,364 principal amount of previously unsecured notes payable of $1,685,000, accounts payable of $143,793, accrued interest of $123,658 and commitment fees of $76,913, for Notes. Of these Notes, $460,100 were subsequently exchanged for 3.5% Secured Convertible Notes. On February 8, 2017, $200,000 of the Notes were exchanged for $200,000 of the 3.5% Secured convertible notes payable – stockholders, on terms comparable to the August 2016 exchange issuance (see Note 7). On April 4, 2017, $200,000 of the Notes were exchanged for $200,000 of the 3.5% Secured convertible notes payable – stockholders, on terms comparable to the August 2016 exchange issuance (see Note 7). On June 1, 2017, $200,000 of the Notes were exchanged for $200,000 of the 3.5% Secured convertible notes payable – stockholders, on terms comparable to the August 2016 exchange issuance (see Note 7). The Notes are recorded as a current liability as of September 30, 2017 and December 31, 2016 in the amount of $3,660,264 and $4,260,264. Interest accrued on the Notes was $864,994 and $575,022 as of September 30, 2017 and December 31, 2016. Interest expense related to these Notes payable was $91,507 and $289,972 for the three and nine months ended September 30, 2017 and $117,260 and $193,052 for the three and nine months ended September 30, 2016. |
NOTES PAYABLE - STOCKHOLDERS
NOTES PAYABLE - STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - STOCKHOLDERS | NOTE 6 – NOTES PAYABLE - STOCKHOLDERS On January 15 and 19, 2016, the Company entered into agreements with two stockholders that included notes payable in the aggregate amount of $62,500, and two-year warrants to purchase 12,500 shares of the Company’s common stock at $0.90. The notes bore interest at 10% per annum, and the principal balance was payable upon the earlier of: a. The six month anniversary of the note payable. b. The Company closing a specific joint venture agreement; or c. The Company completing an additional $1 million minimum financing pursuant to its offering of 10% Secured Convertible Promissory Notes. The warrants were valued at $775 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 135.7% to 135.8%, risk free interest rate of 0.85% to 0.88% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On January 29 and February 3, 2016, the Company entered into agreements with two stockholders that included notes payable in the aggregate amount of $90,000, and two-year warrants to purchase 18,000 shares of the Company’s common stock at $0.90. The notes bore interest at 10% per annum, and had the same repayment terms as above. The warrants were valued at $1,321 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 135.5% to 135.6%, risk free interest rate of 0.72% to 0.76% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On February 23, 2016, the Company entered into agreements with three stockholders that included notes payable in the aggregate amount of $26,000, and two-year warrants to purchase 5,200 shares of the Company’s common stock at $0.90 per share. The notes bore interest at 10% per annum, and had the same repayment terms as above. The warrants were valued at $345 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 135.4% to 135.9%, risk free interest rate of 0.71% to 0.78% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On March 2, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $5,000, and two-year warrants to purchase 1,000 shares of the Company’s common stock at $0.90 per share. The note bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $58 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 137.9%, risk free interest rate of 0.85% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On March 4, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $100,100, and two-year warrants to purchase 20,020 shares of the Company’s common stock at $0.90 per share. The note bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $1,178 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 138.3%, risk free interest rate of 0.88% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On March 15, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $200,000, and two-year warrants to purchase 40,000 shares of the Company’s common stock at $0.90 per share. The note bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $2,682 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 139.3%, risk free interest rate of 0.98% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On April 18, 2016, the Company entered into an agreement with two stockholders that included a note payable in the amount of $20,000 and two-year warrants to purchase 4,000 shares of Company common stock at an exercise price of $0.90 per share. The Notes bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $112 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 146.9% to 149.2%, risk free interest rate of 0.75% to 0.80 and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On April 20, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $5,000 and two-year warrants to purchase 1,000 shares of Company common stock at an exercise price of $0.90 per share. The Notes bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $27 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 149.2%, risk free interest rate of 0.80 and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On April 25, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $50,000 and two-year warrants to purchase 10,000 shares of Company common stock at an exercise price of $0.90 per share. The Notes bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $308 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 151.5%, risk free interest rate of 0.77 and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On June 1, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $50,000 and two-year warrants to purchase 10,000 shares of Company common stock at an exercise price of $0.90 per share. The Notes bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $665 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 182.6%, risk free interest rate of 0.91 and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition On June 9, 2016, the Company entered into an agreement with a stockholder that included a note payable in the amount of $50,000 and two-year warrants to purchase 10,000 shares of Company common stock at an exercise price of $0.90 per share. The Notes bore interest at 10% per annum and had the same repayment terms as above. The warrants were valued at $1,067 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 183.1%, risk free interest rate of 0.77 and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition The 7.5% commitment fees, amounting to $54,405, on the notes payable were treated as a discount to the value of the notes payable in accordance with FASB ASC 835-30-25, Recognition Interest expense, including accretion of discounts, related to these notes payable was $58,555 and $127,487 for the three and nine months ended September 30, 2016. All of the above notes payable, accrued interest and commitment fees were exchanged for 10% Secured Promissory Notes on August 26, 2016 (see Note 7). On January 20, 2017, the Company issued a promissory note in the amount of $200,000 bearing interest at 10% per annum and maturing on March 6, 2017, along with warrants to purchase 200,000 shares of the Company’s common stock, with an exercise price of $0.90, expiring in three years. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion allocated to the warrants has been accounted for as a discount to the notes payable and amortized over the term of the notes. This promissory note was exchanged for the Company’s 3.5% Secured Convertible Promissory Notes and the note holder received another 100,000 warrants to purchase the Company’s common stock at an exercise price of $0.90, expiring in three years, on May 3, 2017 (See Note 7). The warrants were valued at $53,158 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 177.4%, risk free interest rate of 1.5% and expected option life of 3 years. The warrant values were treated as a discount to the value of the note payable, in the amount of $41,996 in accordance with FASB ASC 835-30-25, Recognition and were accreted over the term of the note payable for financial statement purposes. On July 11, 2017, the Company issued a promissory note in the amount of $50,000 bearing interest at 10% per annum and maturing on July 25, 2017, along with warrants to purchase 50,000 shares of the Company’s common stock, with an exercise price of $0.90, expiring in three years. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion allocated to the warrants has been accounted for as a discount to the notes payable and amortized over the term of the notes. The warrants were valued at $7,126 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 166.9%, risk free interest rate of 1.6% and expected option life of 3 years. The warrant values were treated as a discount to the value of the note payable, in the amount of $6,237 in accordance with FASB ASC 835-30-25, Recognition and were accreted over the term of the note payable for financial statement purposes. This note was converted into a 3.5% Secured Promissory Note Payable on October 31, 2017. On August 23, 2017, the Company issued a promissory note in the amount of $250,000 bearing interest at 10% per annum and maturing on September 22, 2017, along with warrants to purchase 400,000 shares of the Company’s common stock, with an exercise price of $0.90, expiring in two years. In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options,” the proceeds of notes payable with detachable stock purchase warrants have been allocated between the two based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The portion allocated to the warrants has been accounted for as a discount to the notes payable and amortized over the term of the notes. The warrants were valued at $65,361 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 182.8%, risk free interest rate of 1.3% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable, in the amount of $51,814 in accordance with FASB ASC 835-30-25, Recognition and were accreted over the term of the note payable for financial statement purposes. This note was converted into a 3.5% Secured Promissory Note Payable on October 31, 2017. The value of a previous discount to notes payable, incurred during the year ended December 31, 2016, was adjusted in the current period as a reduction of additional paid in capital in the amount of $8,785. The notes payable are recorded as a current liability as of September 30, 2017 and December 31, 2016 in the amount of $356,700 and $38,361. Interest accrued on the notes as of September 30, 2017 and December 31, 2016 was $8,249 and $0. Interest expense, including accretion of discounts, related to these notes payable was $62,897 and $86,653 for the three and nine months ended September 30, 2017 and $0 for the three and nine months ended September 30, 2016. |
3.5% SECURED CONVERTIBLE PROMIS
3.5% SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Secured Convertible Promissory Notes Payable | |
3.5% SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE | NOTE 7 – 3.5% SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE On August 26, 2016, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $600,000 aggregate principal amount of its 3.5% Secured Convertible Promissory Notes due September 30, 2018 (the “New Secured Notes”) to certain accredited investors (the “Investors”). The aggregate consideration provided in the New Secured Note Offering consisted of $300,000 in cash and the exchange of $300,000 outstanding principal amount of 10% Secured Convertible Promissory Notes due March 2018 (the “Prior Secured Notes”) for New Secured Notes. In September 2016, the Company issued $820,200 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration provided consisted of $510,100 in cash and the exchange of $310,100 outstanding principal amount of 10% Secured Convertible Promissory Notes. In November 2016, the Company issued $450,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration provided consisted of $350,000 in cash and the exchange of $100,000 outstanding principal amount of 10% Secured Convertible Promissory Notes. In December 2016, the Company issued $199,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration provided consisted of $100,000 in cash and the exchange of $99,000 outstanding principal amount of 10% Secured Convertible Promissory Notes. In January 2017, the Company issued $50,000 aggregate principal amount of its New Secured Notes to an accredited investor. In February 2017, the Company issued $400,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration consisted of $200,000 in cash and the exchange of $200,000 outstanding principal amount of 10% Secured Convertible Promissory Notes (See Note 5). Also in February 2017, the Company issued an additional $150,000 aggregate principal amount of its New Secured Notes to certain accredited investors. In March 2017, the Company issued $100,000 aggregate principal amount of its New Secured Notes to an accredited investor. In April 2017, the Company issued $400,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration consisted of $200,000 in cash and the exchange of $200,000 outstanding principal amount of 10% Secured Convertible Promissory Notes (See Note 5). Also in April 2017, the Company issued an additional $200,000 aggregate principal amount of its New Secured Notes to certain accredited investors. On May 3, 2017, the 10% promissory note in the amount of $200,000 issued on January 20, 2017 was exchanged for New Secured Notes and the note holder received another 100,000 warrants to purchase the Company’s common stock at an exercise price of $0.90, expiring in three years (See Note 6). These warrants were valued at $15,007 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 177.4%, risk free interest rate of 1.5% and expected option life of 3 years. The warrant values were treated as a discount to the value of the note payable, in the amount of $15,007 in accordance with FASB ASC 835-30-25, Recognition and are being accreted over the term of the note payable for financial statement purposes. In June 2017, the Company issued $400,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration consisted of $200,000 in cash and the exchange of $200,000 outstanding principal amount of 10% Secured Convertible Promissory Notes (See Note 5). Also in June 2017, the Company issued an additional $200,000 aggregate principal amount of its New Secured Notes to certain accredited investors. In September 2017, the Company issued $100,000 aggregate principal amount of its New Secured Notes to an accredited investor. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s newly authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends. The New Secured Notes are recorded as a short-term liability in the amount of $4,259,515, net of discount of $9,685 as of September 30, 2017 and as a long-term liability in the amount of $2,069,200 as of December 31, 2016. Interest accrued on the New Secured Notes was $101,745 and $19,833 as of September 30, 2017 and December 31, 2016. Interest expense, including accretion of discounts, related to these notes payable was $35,807 and $129,230 for the three and nine months ended September 30, 2017 and $0 for the three and nine months ended September 30, 2016. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Income tax expense was $0 for the three and nine months ended September 30, 2017 and 2016. As of January 1, 2017, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2016 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the nine months ended September 30, 2017, and there was no accrual for uncertain tax positions as of September 30, 2017. Tax years from 2013 through 2016 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three and nine months ended September 30, 2017 and 2016, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2017 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 9 – CONVERTIBLE PREFERRED STOCK Series A Preferred Stock The conversion feature of the additional Series A Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at an original fair market value of $3,489,000 at April 30, 2014 and $0 at September 30, 2017 and December 31, 2016. This was classified as an embedded derivative liability and a discount to Series A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. Series B Preferred Stock The conversion feature of the Series B Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at an original fair market value of $375,841 at October 30, 2014, and $0 at September 30, 2017 and December 31, 2016. This was classified as an embedded derivative liability and a discount to Series B Preferred Stock. Since the Series B Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. Because the Series B Preferred Stock can be converted at any time, the embedded derivative is classified as a current liability. The Warrants associated with the Series B Preferred Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore it is not necessary to bifurcate these Warrants from the Series B Preferred Stock. The Series B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times the Original Issue Price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the Original Issue Price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. The conversion price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. Series C Preferred Stock In August 2016, the Company authorized 150,000 shares of the Company’s Series C Cumulative Convertible Preferred Stock (“Series C”). As of September 30, 2017, none of the Series C shares are issued or outstanding. After the date of issuance of Series C, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times the Original Issue Price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times the Original Issue Price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. As of September 30, 2017, the value of the cumulative 8% dividends for all preferred stock was $3,682,265. Such dividends will be paid when and if declared payable by the Company’s board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Issuance of Restricted Shares A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. The RSAs granted in April 2016 to the new CEO were valued at $55,000 based on the market price of the shares on the issuance date, which was $0.11. The value of the 250,000 RSAs that vested immediately, or $27,500, was expensed immediately and the remainder was recorded as deferred compensation and is fully amortized as of September 30, 2017. For the three and nine months ended September 30, 2017, $0 and $9,167 was expensed. Warrant Amendments On January 25, 2016, the Board of Directors approved amendments extending the term of outstanding warrants to purchase in the aggregate 24,372,838 shares of common stock of the Company at exercise prices ranging from $0.01 per share to $3.00 per share (the “Warrants”). These Warrants were scheduled to expire at various dates during 2016 and were each extended for an additional one year period from the applicable current expiration date, with the new expiration dates ranging from January 26, 2017 to December 28, 2017. The increase in fair value of this term extension was $1,305,411 which was expensed during the three months ended March 31, 2016. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended warrants: no dividend yield, expected volatility of 161.3%, risk free interest rate of 0.47%, and expected warrant life of 1.27 years. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 11 – STOCK OPTIONS AND WARRANTS During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company is authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan is intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of September 30, 2017, options to purchase 3,453,333 shares of common stock have been issued and are unexercised, and 11,696,667 shares are available for grants under the 2008 Plan. During 2013, the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting of stockholders. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of September 30, 2017, under the 2013 Plan grants of restricted stock and options to purchase 1,776,666 shares of common stock have been issued and are unvested or unexercised, and 2,473,333 shares of common stock remain available for grants under the 2013 Plan. The 2008 Plan and 2013 Plan are administered by the Board or its compensation committee, which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the terms of the applicable Plan. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). Prior to January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the historical volatility of the Company’s stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the nine months ended September 30, 2017: Risk Free Interest Rate 1.8 % Expected Volatility 144.2 % Expected Life (in years) 4.75 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.27 The following table summarizes the activities for our stock options for the nine months ended September 30, 2017: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price in years) (in 000's) (1) Balance December 31, 2016 11,394,999 $ 0.77 2.3 $ 179 Granted 1,200,000 0.90 Cancelled/forfeited/expired (6,835,000 ) (0.80 ) Balance September 30, 2017 5,759,999 $ 0.75 2.1 $ 1 Exercisable at September 30, 2017 5,281,664 $ 0.79 2.0 $ 1 Exercisable at September 30, 2017 and expected to vest thereafter 5,759,999 $ 0.75 2.1 $ 1 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.13 for the Company’s common stock on September 30, 2017. For the three and nine months ended September 30, 2017, the Company recorded income of $35,664 and expensed $146,069 with respect to options. For the three and nine months ended September 30, 2016, the Company expensed $94,502 and $257,275 with respect to the options. In accordance with FASB ASC 505-50, “Equity – Equity-Based Payments to Non-Employees,” restricted stock with performance conditions should be revalued based on the modification accounting methodology described in FASB ASC 718-20, “Compensation—Stock Compensation—Awards Classified as Equity.” As such the Company has revalued certain stock options with consultants and determined that there was an aggregate decrease in fair value of $8,719 as of September 30, 2017. As of September 30, 2017, there was $93,536 of unrecognized compensation cost related to outstanding stock options. This amount is expected to be recognized over a weighted-average period of 0.8 years. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these awards will be different from our expectations. The difference between the stock options exercisable at September 30, 2017 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. The following table summarizes the activities for the Company’s unvested stock options for the nine months ended September 30, 2017: Unvested Options Weighted - Average Grant Date Fair Number of Value Shares (in 000's) (1) Balance December 31, 2016 4,181,670 $ 0.12 Granted 1,200,000 0.27 Vested (1,686,668 ) 0.14 Cancelled/forfeited/expired (3,216,667 ) (0.15 ) Balance September 30, 2017 478,335 $ 0.21 The following table summarizes the activities for our warrants for the nine months ended September 30, 2017: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2016 25,354,738 $ 1.07 0.4 $ 23 Granted 750,000 0.90 Expired (21,330,038 ) (1.08 ) Balance September 30, 2017 4,774,700 $ 0.98 0.5 $ 9 Exercisable at September 30, 2017 4,774,700 $ 0.98 0.5 $ 9 Exercisable at September 30, 2017 and expected to vest thereafter 4,774,700 $ 0.98 0.5 $ 9 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.13 for the Company’s common stock on September 30, 2017. All warrants were vested on the date of grant. |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
OPERATING LEASES | N OTE 12 – OPERATING LEASES For the three and nine months ended September 30, 2017, total rent expense under leases amounted to $11,849 and $90,524. For the three and nine months ended September 30, 2016, total rent expense under leases amounted to $0 and $11,415. The Company has a month to month lease in California for its development team office in the amount of $770 per month. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS On August 26, 2016, the Company issued $100,000 aggregate principal amount of its 3.5% Secured Convertible Promissory Notes due June 30, 2018 to a member of the Company’s Board of Directors. The Company has entered into a consulting agreement with a company owned by a more than 5% beneficial owner, at a cost of $15,000 per month. For the three and nine months ended September 30, 2017, the Company has paid $43,235 and $140,181 to the consulting company. The Company has a consulting agreement with the son of the principal of a company owned by a more than 5% beneficial owner, at a cost of $5,000 per month. For the three and nine months ended September 30, 2017, the Company has paid $10,000 and $40,000 to this consultant. As of September 30, 2017, a Board member has loaned the Company $29,000 with no formal repayment terms. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS In October 2017, the Company issued $10,000 principal amount of loans payable, that are non-interest bearing and have no repayment terms. In October 2017, the Company issued an additional $200,000 aggregate principal amount of its New Secured Notes to an accredited investor. In November 2017, the Company issued an additional $500,000 aggregate principal amount of its New Secured Notes to an accredited investor. On October 25, 2017, the Company authorized the issuance of 650,000 restricted stock units to the new CEO, of which 400,000 vest immediately and 250,000 vest in one year. Of the 400,000 restricted stock units that vested immediately, 245,907 shares of the Company’s common stock were issued,after income taxes were deducted. Also as part of his employment agreement, the new CEO was awarded options to purchase 3 million shares of the Company’s stock at an exercise price of $0.90 per share over three years on the first, second and third anniversaries of the agreement and expire in five years. In November 2017, the new CEO received a bonus of $40,000. On October 25, 2017, the Company issued an employee options to purchase 450,000 shares of the Company’s common stock at an exercise price of $0.90, that vest over three years and expire in five years. In November 2017, the Company repaid loans payable in the amount of $35,450, of which $29,000 was due to Board member and Notes Payable in the amount of $56,700. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business Rego Payment Architectures, Inc. (the “Company”) was incorporated in the state of Delaware on February 11, 2008. Effective February 28, 2017, the Company changed its name from Virtual Piggy, Inc. to Rego Payment Architectures, Inc. The Company is a technology company that plans to commercialize an online and mobile payment platform solution for the family. The system allows parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving on both a mobile device and online through the Company’s web portal. The Company’s system is designed to allow a minor to transact both online and in traditional brick and mortar retail outlets using the telephone handset as a payment device. The new payment platform automatically monitors regulatory compliance in real-time for all transactions; including protection of vendors from unintended regulatory infractions. In addition, utilizing the same architecture we will allow individual parents to create a contract with each child that sets the rules and parameters of how the child may use the mobile payment system with as much or as little parental oversight as the parent determines is necessary. The Company is including specialized technology that increases and improves the security of the system and protects the user’s identity while in use. Management believes that building on its Children’s Online Privacy Protection Act (“COPPA”) advantage that the future of the Company will be based on the foundational architecture of the system that will allow its use across multiple financial markets where secure controlled payments are needed. For the under seventeen years of age market, the Company will use its OINK.com brand. The Company intends to license, in each alternative field of use, the ability for its partners, distributors and/or value added resellers to private label each of the alternative markets. These partners will deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the company to reduce expenses while broadening its reach. Revenues generated from this system are contemplated to come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. In addition, the Company is analyzing specific components of the technology for individual monetization as well as exploring opportunities in the Business to Business (“B2B”) realm. The new architecture lends itself to provide closed network capability that allows B2B transactions outside of the traditional payment processing interchange services. This reduces the cost of transacting between businesses. Businesses that join the B2B platform will be able to perform instant settlements of transactions at lower fees than traditional services. The Company’s principal office is located in Cerritos, California. On December 3, 2015, Finity, Inc. was incorporated as a wholly owned subsidiary of the Company. On December 11, 2015, Finity, Inc. changed its name to Finitii, Inc. Finitii, Inc. was established as a not for profit entity for the purpose of teaching children financial literacy. On November 29, 2016, Finitii, Inc. was dissolved, without having any operations since inception. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment award transactions, including: (1) income tax consequences; (2) classification of awards as either equity or liabilities, and (3) classification on the statement of cash flows. For public companies, the amendments in the ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This pronouncement had no impact on the financial statements since any excess tax benefits were fully offset by the valuation allowance and not recognized for financial statement purposes. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30, 2017, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements through December 31, 2017. |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted | The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the nine months ended September 30, 2017: Risk Free Interest Rate 1.8 % Expected Volatility 144.2 % Expected Life (in years) 4.75 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.27 |
Schedule of Stock Option Activity | The following table summarizes the activities for our stock options for the nine months ended September 30, 2017: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price in years) (in 000's) (1) Balance December 31, 2016 11,394,999 $ 0.77 2.3 $ 179 Granted 1,200,000 0.90 Cancelled/forfeited/expired (6,835,000 ) (0.80 ) Balance September 30, 2017 5,759,999 $ 0.75 2.1 $ 1 Exercisable at September 30, 2017 5,281,664 $ 0.79 2.0 $ 1 Exercisable at September 30, 2017 and expected to vest thereafter 5,759,999 $ 0.75 2.1 $ 1 |
Schedule of Unvested Options Activity | The following table summarizes the activities for the Company’s unvested stock options for the nine months ended September 30, 2017: Unvested Options Weighted - Average Grant Date Fair Number of Value Shares (in 000's) (1) Balance December 31, 2016 4,181,670 $ 0.12 Granted 1,200,000 0.27 Vested (1,686,668 ) 0.14 Cancelled/forfeited/expired (3,216,667 ) (0.15 ) Balance September 30, 2017 478,335 $ 0.21 |
Schedule of Warrant Activity | The following table summarizes the activities for our warrants for the nine months ended September 30, 2017: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2016 25,354,738 $ 1.07 0.4 $ 23 Granted 750,000 0.90 Expired (21,330,038 ) (1.08 ) Balance September 30, 2017 4,774,700 $ 0.98 0.5 $ 9 Exercisable at September 30, 2017 4,774,700 $ 0.98 0.5 $ 9 Exercisable at September 30, 2017 and expected to vest thereafter 4,774,700 $ 0.98 0.5 $ 9 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.13 for the Company’s common stock on September 30, 2017. |
MANAGEMENT PLANS (Details)
MANAGEMENT PLANS (Details) - USD ($) | Nov. 14, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Cash positions | $ 59,562 | $ 52,719 | $ 286,736 | $ 16,646 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash positions | $ 57,000 |
ACCOUNTS PAYABLE AND ACCRUED 24
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 46,968 | $ 59,323 |
Chief Financial Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 29,545 | |
Secretary [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 4,923 | |
Company owned by beneficial owner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 12,500 | |
Ownership percentage | 5.00% |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loans Payable | |||
Aggregate loan amount received | $ 75,250 | $ 9,000 | |
Repayment of loans payable | 39,800 | $ 9,000 | |
Loans payable | $ 35,450 |
10% SECURED CONVERTIBLE NOTES26
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | Jun. 02, 2017 | Apr. 04, 2017 | Feb. 28, 2017 | Aug. 26, 2016 | May 05, 2016 | May 11, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||
Interest expense, notes payable | $ 58,555 | $ 127,487 | |||||||||
Additional notes issued to stockholders | $ 940,000 | $ 1,400,000 | 910,100 | ||||||||
Amount of notes converted | 200,000 | ||||||||||
10% Secured convertible notes payable - stockholders | $ 3,660,264 | 3,660,264 | $ 4,260,264 | ||||||||
Accounts payable and accrued expenses | $ 3,024,296 | $ 3,024,296 | 2,047,012 | ||||||||
Preferred Class B [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price (in dollars per share) | $ 0.90 | $ 0.90 | |||||||||
Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 3.50% | ||||||||||
Amount of notes converted | $ 460,100 | ||||||||||
Convertible Promissory Notes due March 5, 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable included per unit | $ 2,029,364 | ||||||||||
Interest rate | 10.00% | ||||||||||
Interest accrued | $ 864,994 | $ 575,022 | |||||||||
Convertible debt | $ 1,685,000 | ||||||||||
Accounts payable and accrued expenses | 143,793 | ||||||||||
Accrued interest | 123,658 | ||||||||||
Commitment fees payable | $ 76,913 | ||||||||||
Convertible Promissory Notes due March 5, 2016 [Member] | Preferred Class B [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price (in dollars per share) | 90 | $ 90 | |||||||||
Conversion price at which preferred stock is convertible into common stock (in dollars per share) | $ 0.90 | $ 0.90 | |||||||||
Unsecured Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable included per unit | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||
Interest rate | 3.50% | 3.50% | 3.50% | ||||||||
Maturity date | Mar. 31, 2018 | ||||||||||
Additional notes issued to stockholders | $ 100,000 | ||||||||||
Amount of notes converted | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||
Convertible Promissory Notes due March 5, 2016, Issued on March 6, 2015 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable included per unit | $ 2,000,000 | $ 2,000,000 | |||||||||
Interest rate | 10.00% | 10.00% | |||||||||
Interest expense, notes payable | $ 91,507 | $ 117,260 | $ 289,972 | $ 193,052 |
NOTES PAYABLE-STOCKHOLDERS (Det
NOTES PAYABLE-STOCKHOLDERS (Details) - USD ($) | Jul. 11, 2017 | May 03, 2017 | Jun. 09, 2016 | Jun. 02, 2016 | Apr. 25, 2016 | Apr. 20, 2016 | Apr. 18, 2016 | Mar. 15, 2016 | Mar. 04, 2016 | Mar. 02, 2016 | Feb. 23, 2016 | Feb. 03, 2016 | Jan. 31, 2016 | Aug. 23, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest expense, notes payable | $ 58,555 | $ 127,487 | |||||||||||||||||||||
Interest accrued including commitment fee amount | $ 8,249 | $ 0 | |||||||||||||||||||||
Notes payable current Liability | $ 38,361 | $ 356,700 | 356,700 | ||||||||||||||||||||
Repayments of notes payable - stockholders | 62,897 | 0 | 86,653 | 0 | |||||||||||||||||||
Previous discount notes payable in additional paid | 8,785 | 8,785 | |||||||||||||||||||||
Amount of notes converted | 200,000 | ||||||||||||||||||||||
June 9, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 10,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 1,067 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 183.10% | ||||||||||||||||||||||
Risk-free interest rate | 0.77% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
June 1, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 10,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 665 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 182.60% | ||||||||||||||||||||||
Risk-free interest rate | 0.91% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
April 25, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 10,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 308 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 151.50% | ||||||||||||||||||||||
Risk-free interest rate | 0.77% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
April 20, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 5,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 1,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 27 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 149.20% | ||||||||||||||||||||||
Risk-free interest rate | 0.80% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
April 18, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 20,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 4,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 112 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility, minimum | 146.90% | ||||||||||||||||||||||
Expected volatility, maximum | 149.20% | ||||||||||||||||||||||
Risk-free interest rate, minimum | 0.75% | ||||||||||||||||||||||
Risk-free interest rate, maximum | 0.80% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
March 15, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 40,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 2,682 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 139.30% | ||||||||||||||||||||||
Risk-free interest rate | 0.98% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
March 4, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 100,100 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 20,020 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 1,178 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 138.30% | ||||||||||||||||||||||
Risk-free interest rate | 0.88% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
March 2, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 5,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 1,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 58 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 137.90% | ||||||||||||||||||||||
Risk-free interest rate | 0.85% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
February 23, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 26,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 5,200 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 345 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility, minimum | 135.40% | ||||||||||||||||||||||
Expected volatility, maximum | 135.90% | ||||||||||||||||||||||
Risk-free interest rate, minimum | 0.71% | ||||||||||||||||||||||
Risk-free interest rate, maximum | 0.78% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
January 29 and February 3, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 90,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 18,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 1,321 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility, minimum | 135.50% | ||||||||||||||||||||||
Expected volatility, maximum | 135.60% | ||||||||||||||||||||||
Risk-free interest rate, minimum | 0.72% | ||||||||||||||||||||||
Risk-free interest rate, maximum | 0.76% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
January 15 and 19, 2016 Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Issuance date | Jan. 19, 2016 | ||||||||||||||||||||||
Principal amount | $ 62,500 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 12,500 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Term of warrants | 2 years | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Fair value of warrants | $ 775 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility, minimum | 135.70% | ||||||||||||||||||||||
Expected volatility, maximum | 135.80% | ||||||||||||||||||||||
Risk-free interest rate, minimum | 0.85% | ||||||||||||||||||||||
Risk-free interest rate, maximum | 0.88% | ||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||
Promissory Note Due March 6, 2017 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||||||
Common stock which can be purchased by warrants | 200,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||
Note payable maturity date | Mar. 6, 2017 | ||||||||||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 50,000 | $ 250,000 | |||||||||||||||||||||
Common stock which can be purchased by warrants | 50,000 | 400,000 | |||||||||||||||||||||
Exercise price of warrants | $ 0.90 | $ 0.90 | |||||||||||||||||||||
Term of warrants | 3 years | 2 years | |||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||
Fair value of warrants | $ 7,126 | $ 65,361 | |||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||
Expected volatility | 166.90% | 182.80% | |||||||||||||||||||||
Risk-free interest rate | 1.60% | 1.30% | |||||||||||||||||||||
Expected life | 3 years | 2 years | |||||||||||||||||||||
Warrant value treated as discount note payable | $ 6,237 | $ 51,814 | |||||||||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Principal amount | $ 200,000 | $ 50,000 | $ 199,000 | $ 450,000 | $ 820,200 | 100,000 | $ 820,200 | 100,000 | $ 820,200 | ||||||||||||||
Common stock which can be purchased by warrants | 100,000 | 100,000 | |||||||||||||||||||||
Exercise price of warrants | $ 0.90 | $ 0.90 | |||||||||||||||||||||
Term of warrants | 3 years | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Fair value of warrants | $ 53,158 | ||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||
Expected volatility | 177.40% | 177.40% | |||||||||||||||||||||
Risk-free interest rate | 1.50% | 1.50% | |||||||||||||||||||||
Expected life | 3 years | 3 years | |||||||||||||||||||||
Interest expense, notes payable | $ 35,807 | $ 0 | 129,230 | $ 0 | |||||||||||||||||||
Warrant value treated as discount note payable | $ 15,007 | $ 41,996 | |||||||||||||||||||||
Amount of notes converted | $ 99,000 | $ 100,000 | $ 310,100 | $ 100,000 |
3.5% SECURED CONVERTIBLE PROM28
3.5% SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE (Details) - USD ($) | Jul. 11, 2017 | May 03, 2017 | Aug. 26, 2016 | May 11, 2015 | Aug. 23, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||
3.5% Secured convertible notes payable - stockholders | $ 2,069,200 | |||||||||||||||
Interest expense, notes payable | $ 58,555 | $ 127,487 | ||||||||||||||
Proceeds from convertible notes | $ 940,000 | 1,400,000 | 910,100 | |||||||||||||
Amount of notes converted | 200,000 | |||||||||||||||
Cash value of notes converted | 106,269 | 8,537 | ||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note payable principal amount issued | $ 50,000 | $ 250,000 | ||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||
3.5% Secured convertible notes payable - stockholders | 2,069,200 | |||||||||||||||
Notes payable Short-term Liability | $ 4,259,515 | 4,259,515 | ||||||||||||||
Notes payable long-term Liability | 2,069,200 | |||||||||||||||
Net discount of note payable | $ 9,685 | |||||||||||||||
Common stock which can be purchased by warrants | 50,000 | 400,000 | ||||||||||||||
Exercise price of warrants | $ 0.90 | $ 0.90 | ||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||
Expected volatility | 166.90% | 182.80% | ||||||||||||||
Risk-free interest rate | 1.60% | 1.30% | ||||||||||||||
Expected life | 3 years | 2 years | ||||||||||||||
Warrant value treated as discount note payable | $ 6,237 | $ 51,814 | ||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | Series C [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price at which preferred stock is convertible into common stock (in dollars per share) | $ 0.90 | $ 0.90 | ||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note payable principal amount issued | $ 200,000 | $ 50,000 | $ 199,000 | $ 450,000 | $ 820,200 | $ 100,000 | $ 820,200 | $ 100,000 | $ 820,200 | |||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||
Conversion price (in dollars per share) | $ 0.90 | $ 0.90 | ||||||||||||||
Interest accrued | $ 19,833 | $ 101,745 | $ 101,745 | |||||||||||||
Interest expense, notes payable | 35,807 | $ 0 | 129,230 | $ 0 | ||||||||||||
Proceeds from convertible notes | 100,000 | $ 350,000 | $ 510,100 | 100,000 | ||||||||||||
Amount of notes converted | $ 99,000 | $ 100,000 | $ 310,100 | 100,000 | ||||||||||||
Common stock which can be purchased by warrants | 100,000 | 100,000 | ||||||||||||||
Exercise price of warrants | $ 0.90 | $ 0.90 | ||||||||||||||
Fair value of warrants | $ 15,007 | |||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||
Expected volatility | 177.40% | 177.40% | ||||||||||||||
Risk-free interest rate | 1.50% | 1.50% | ||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||
Warrant value treated as discount note payable | $ 15,007 | $ 41,996 | ||||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | Transaction One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note payable principal amount issued | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Proceeds from convertible notes | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||
Amount of notes converted | $ 200,000 | 200,000 | 200,000 | |||||||||||||
3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | Transaction Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note payable principal amount issued | $ 200,000 | $ 150,000 | $ 200,000 | $ 200,000 | ||||||||||||
Interest rate | 3.50% | |||||||||||||||
Convertible Promissory Notes due June 30, 2018, Issued on August 26, 2016 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Note payable principal amount issued | $ 600,000 | |||||||||||||||
Interest rate | 3.50% | |||||||||||||||
Prior Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity date | Jun. 30, 2018 | |||||||||||||||
Interest rate of notes exchanged | 10.00% | |||||||||||||||
Amount of notes converted | $ 300,000 | |||||||||||||||
Cash value of notes converted | $ 300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | ||
Change in unrecognized tax benefits | 0 | |||
Accrual for uncertain tax positions | $ 0 | $ 0 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 31, 2014 | |
Class of Stock [Line Items] | |||||||
Cumulative dividends | $ 268,280 | $ 268,280 | $ 804,841 | $ 804,841 | |||
Preferred Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Beneficial conversion feature | $ 3,489,000 | $ 0 | $ 0 | ||||
Preferred Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion price | $ 0.90 | $ 0.90 | |||||
Beneficial conversion feature at a fair market value | $ 0 | $ 0 | $ 375,841 | ||||
Series C [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares of common stock, shares | 150,000 | ||||||
Dividend per share | $ 7.20 | $ 7.20 | |||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Cumulative dividends | $ 3,682,265 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Jan. 25, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 14, 2016 |
Equity Issued [Line Items] | ||||||||
Compensation expense | $ 35,664 | $ 94,502 | $ 146,069 | $ 257,275 | ||||
Share price | $ 0.13 | $ 0.13 | $ 0.11 | |||||
(RSUs) [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Compensation expense | $ 27,500 | $ 0 | $ 9,167 | |||||
Restricted stock units | 55,000 | |||||||
Vesting immediately | 250,000 | |||||||
Extension Of Warrants [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Number of shares entitled by warrants | 24,372,838 | |||||||
Dividend yield | 0.00% | |||||||
Expected volatility | 161.30% | |||||||
Risk-free interest rate | 0.47% | |||||||
Vesting period | 1 year 3 months 7 days | |||||||
Fair value of extended warrants | $ 1,305,411 | $ 1,305,411 | ||||||
Extension Of Warrants [Member] | Minimum [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $ 0.01 | |||||||
Warrants/Options expiration date | Jan. 26, 2017 | |||||||
Extension Of Warrants [Member] | Maximum [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $ 3 | |||||||
Warrants/Options expiration date | Dec. 28, 2017 |
STOCK OPTIONS AND WARRANTS (Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost, period of recognition | 1 year 1 month 6 days | |||
Share-based compensation | $ 35,664 | $ 94,502 | $ 146,069 | $ 257,275 |
Intrinsic value of stock options exercised | 8,719 | |||
Compensation cost of related outstanding stock options | $ 93,536 | $ 93,536 | ||
Weighted-average period | 9 months 18 days | |||
Equity Incentive Plan 2013 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized under plan | 5,000,000 | 5,000,000 | ||
Number of shares of common stock that have been issued and are unexercised under the plan | 1,776,666 | 1,776,666 | ||
Shares available for grant | 2,473,333 | 2,473,333 | ||
Equity Incentive Plan 2008 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized under plan | 25,000,000 | 25,000,000 | ||
Number of shares of common stock that have been issued and are unexercised under the plan | 3,453,333 | 3,453,333 | ||
Shares available for grant | 11,696,667 | 11,696,667 |
STOCK OPTIONS AND WARRANTS (Sch
STOCK OPTIONS AND WARRANTS (Schedule of weighted-average assumptions) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.80% |
Expected volatility | 144.20% |
Expected life (in years) | 4 years 9 months |
Dividend yield | 0.00% |
Weighted-average estimated fair value of options granted during the period | $ 0.27 |
STOCK OPTIONS AND WARRANTS (S34
STOCK OPTIONS AND WARRANTS (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Weighted-Average Exercise Price | |||
Closing stock price | $ 0.13 | ||
Stock Options [Member] | |||
Number of Shares | |||
Balance December 31, 2016 | 11,394,999 | ||
Granted | 1,200,000 | ||
Cancelled/forfeited/expired | (6,835,000) | ||
Balance September 30, 2017 | 5,759,999 | 11,394,999 | |
Exercisable at September 30, 2017 | 5,281,664 | ||
Exercisable at September 30, 2017 and expected to vest thereafter | 5,759,999 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2016 | $ 0.77 | ||
Granted | 0.90 | ||
Cancelled/forfeited/expired | (0.80) | ||
Balance September 30, 2017 | 0.75 | $ 0.77 | |
Exercisable at September 30, 2017 | 0.79 | ||
Exercisable at September 30, 2017 and expected to vest thereafter | $ 0.75 | ||
Balance September 30, 2017 | 2 years 1 month 6 days | 2 years 3 months 19 days | |
Exercisable at September 30, 2017 | 2 years | ||
Exercisable at September 30, 2017 and expected to vest thereafter | 2 years 1 month 6 days | ||
Balance December 31, 2016 | [1] | $ 179 | |
Balance September 30, 2017 | [1] | 1 | $ 179 |
Exercisable at September 30, 2017 | [1] | 1 | |
Exercisable at September 30, 2017 and expected to vest thereafter | [1] | $ 1 | |
Closing stock price | $ 0.13 | ||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.13 for the Company's common stock on September 30, 2017. |
STOCK OPTIONS AND WARRANTS (S35
STOCK OPTIONS AND WARRANTS (Schedule of Unvested Options) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Shares | |
Balance | shares | 4,181,670 |
Granted | shares | 1,200,000 |
Vested | shares | (1,686,668) |
Cancelled/forfeited/expired | shares | (3,216,667) |
Balance | shares | 478,335 |
Weighted-Average Grant Date Fair Value | |
Balance | $ / shares | $ 0.12 |
Granted | $ / shares | 0.27 |
Vested | $ / shares | 0.14 |
Cancelled/forfeited/expired | $ / shares | (0.15) |
Balance | $ / shares | $ 0.21 |
STOCK OPTIONS AND WARRANTS (S36
STOCK OPTIONS AND WARRANTS (Schedule of Warrant Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)$ / sharesshares | ||
Number of Shares | ||
Balance December 31, 2016 | shares | 25,354,738 | |
Granted | shares | 750,000 | |
Expired | shares | (21,330,038) | |
Balance September 30, 2017 | shares | 4,774,700 | |
Exercisable at September 30, 2017 | shares | 4,774,700 | |
Exercisable at September 30, 2017 and expected to vest thereafter | shares | 4,774,700 | |
Weighted Average Exercise Price | ||
Balance December 31, 2016 | $ 1.07 | |
Granted | 0.90 | |
Expired | (1.08) | |
Balance September 30, 2017 | 0.98 | |
Exercisable at September 30, 2017 | 0.98 | |
Exercisable at September 30, 2017 and expected to vest thereafter | $ 0.98 | |
Weighted- Average Remaining Contractual Term in Years) | ||
Balance December 31, 2016 | 4 months 24 days | |
Balance as of September 30, 2017 | 6 months | |
Exercisable at September 30, 2017 | 6 months | |
Exercisable at September 30, 2017 and expected to vest thereafter | 6 months | |
Aggregate Intrinsic Value | ||
Balance December 31, 2016 | $ | $ 23 | [1] |
Balance September 30, 2017 | $ | 9 | [1] |
Exercisable at September 30, 2017 | $ | 9 | [1] |
Exercisable as of September 30, 2017 and expected to vest thereafter | $ | $ 9 | [1] |
Closing stock price | $ 0.13 | |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.13 for the Company's common stock on September 30, 2017. |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Leased Assets [Line Items] | ||||
Total rent expense under leases | $ 11,849 | $ 0 | $ 90,524 | $ 11,415 |
California Team Office [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Monthly lease payment | $ 770 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Aug. 26, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Due to related party | $ 46,968 | $ 46,968 | $ 59,323 | |
Beneficial Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 5.00% | 5.00% | ||
Due to related party | $ 15,000 | $ 15,000 | ||
Related party expenses | $ 43,235 | $ 140,181 | ||
Son of Beneficial Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 5.00% | 5.00% | ||
Consulting agreement cost | $ 5,000 | |||
Payment to consultant | $ 10,000 | 40,000 | ||
Board of Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 29,000 | |||
3.5% Secured Convertible Promissory Notes [Member] | Chairman of Board [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount | $ 100,000 | |||
Interest rate | 3.50% | |||
Maturity date | Jun. 30, 2018 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 14, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 30, 2017 | Aug. 23, 2017 | Jul. 11, 2017 | May 03, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Subsequent Event [Line Items] | |||||||||||
Aggregate loan amount received | $ 75,250 | $ 9,000 | |||||||||
Awards granted | 750,000 | ||||||||||
Repayment of loans payable | $ 39,800 | 9,000 | |||||||||
Repayment of notes payable | 10,800 | ||||||||||
3.5% Secured Convertible Promissory Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Note payable principal amount issued | $ 250,000 | $ 50,000 | |||||||||
3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Note payable principal amount issued | $ 100,000 | $ 820,200 | $ 200,000 | $ 50,000 | $ 199,000 | $ 450,000 | |||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate loan amount received | $ 10,000 | ||||||||||
Repayment of loans payable | $ 35,450 | ||||||||||
Repayment of notes payable | 56,700 | ||||||||||
Subsequent Event [Member] | 3.5% Secured Convertible Promissory Notes [Member] | Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Note payable principal amount issued | $ 200,000 | $ 500,000 | |||||||||
Subsequent Event [Member] | Stock Options [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted | 450,000 | ||||||||||
Options granted exercise price | $ 0.90 | ||||||||||
Awards granted vesting period | 3 years | ||||||||||
Options granted expiration period | 5 years | ||||||||||
Subsequent Event [Member] | Board Member [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of loans payable | 29,000 | ||||||||||
Subsequent Event [Member] | New Chief Executive Officer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Bonus paid to related party | $ 40,000 | ||||||||||
Options granted | 3,000,000 | ||||||||||
Options granted exercise price | $ 0.90 | ||||||||||
Awards granted vesting period | 3 years | ||||||||||
Options granted expiration period | 5 years | ||||||||||
Subsequent Event [Member] | New Chief Executive Officer [Member] | (RSUs) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Awards granted | 650,000 | ||||||||||
Subsequent Event [Member] | New Chief Executive Officer [Member] | (RSUs) [Member] | Awards Vesting Tranche One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Awards vested | 400,000 | ||||||||||
Stock issued | 245,907 | ||||||||||
Subsequent Event [Member] | New Chief Executive Officer [Member] | (RSUs) [Member] | Awards Vesting Tranche Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Awards vested | 250,000 | ||||||||||
Awards granted vesting period | 1 year |