Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | VIVOS INC | ||
Entity Central Index Key | 1,449,349 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,972,034 | ||
Entity Common Stock, Shares Outstanding | 71,447,213 | ||
Trading Symbol | RDGL | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 8,317 | $ 27,889 |
Prepaid expenses | 6,711 | 11,990 |
Total current assets | 15,028 | 39,879 |
Fixed assets, net of accumulated depreciation | 1,473 | |
Other assets: | ||
Deposits | 669 | 644 |
Total other assets | 669 | 644 |
Total assets | 15,697 | 41,996 |
Current liabilities: | ||
Accounts payable and accrued expenses | 840,972 | 1,137,086 |
Related party accounts payable | 57,297 | 109,718 |
Accrued interest payable | 347,069 | 114,755 |
Payroll liabilities payable | 85,786 | 499,502 |
Convertible notes payable, net | 2,563,272 | 544,508 |
Derivative liability | 324,532 | |
Related party promissory note | 383,771 | 332,195 |
Total current liabilities | 4,278,167 | 3,062,296 |
Total liabilities | 4,278,167 | 3,062,296 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $.001 par value, 20,000,000 shares authorized; 3,778,622 and 3,773,592 shares issued and outstanding, respectively | 3,779 | 3,774 |
Paid in capital, preferred stock | 13,547,780 | 14,140,797 |
Common stock, $.001 par value; 2,000,000,000 shares authorized; 65,695,213 and 31,743,797 shares issued and outstanding, respectively | 65,695 | 31,744 |
Paid in capital, common stock | 46,408,443 | 40,672,825 |
Accumulated deficit | (64,288,167) | (57,869,440) |
Total stockholders' equity (deficit) | (4,262,470) | (3,020,300) |
Total liabilities and stockholders' equity (deficit) | $ 15,697 | $ 41,996 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 3,778,622 | 3,773,592 |
Preferred stock, outstanding | 3,778,622 | 3,773,592 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 65,695,213 | 31,743,797 |
Common stock, outstanding | 65,695,213 | 31,743,797 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Consulting revenues | $ 4,054 | $ 8,108 |
Operating expenses | ||
Sales and marketing expenses | 111,662 | 284,138 |
Depreciation and amortization expense | 1,473 | 2,947 |
Professional fees | 709,843 | 2,068,796 |
Reserved stock units granted | 575,011 | |
Stock based compensation | 103,865 | 675,324 |
Payroll expenses | 806,620 | 652,877 |
Research and development | 203,037 | 328,026 |
General and administrative expenses | 109,457 | 432,470 |
Total operating expenses | 2,620,968 | 4,444,578 |
Operating loss | (2,616,914) | (4,436,470) |
Non-operating income (expense): | ||
Interest expense | (3,903,015) | (6,259,467) |
Gain (loss) on settlement of debt | (310,086) | 3,108,342 |
Grant income | 21,010 | |
Gain (loss) on derivative liability | 408,488 | (2,244,353) |
Gain on sale of assets | 2,800 | |
Loss on impaired assets | (43,957) | |
Non-operating income (expense), net | (3,801,813) | (5,418,425) |
Income (loss) before income taxes | (6,418,727) | (9,854,895) |
Income tax provision | ||
Net income (loss) | $ (6,418,727) | $ (9,854,895) |
Basic and diluted earnings (loss) per common share | $ (0.13) | $ (0.46) |
Basic and diluted weighted average number of common shares outstanding | 48,386,991 | 21,497,069 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Series A [Member] | Preferred Stock Including Additional Paid in Capital [Member] | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 1,628 | $ 4,615,424 | $ 19,969 | $ 34,515,033 | $ (48,014,545) | $ (8,862,491) |
Balance, shares at Dec. 31, 2015 | 1,628,000 | 19,969,341 | ||||
Stock issued for: Cash | $ 47 | 69,953 | 70,000 | |||
Stock issued for: Cash, shares | 46,666 | |||||
Stock issued for: Exercise of options and warrants | $ 250 | $ 31 | (31) | 250 | ||
Stock issued for: Exercise of options and warrants, shares | 250,000 | 30,644 | ||||
Stock issued for: Cancellation of warrants | $ 63 | 407,910 | 407,973 | |||
Stock issued for: Cancellation of warrants, shares | 62,854 | |||||
Stock issued for: Settlement of debt | $ 2,150 | 12,283,232 | $ 564 | 70,299 | 12,356,245 | |
Stock issued for: Settlement of debt, shares | 2,150,391 | 563,523 | ||||
Stock issued for: Services | $ 228 | 996,568 | ||||
Stock issued for: Services. shares | 228,000 | |||||
Stock issued for: Loan fees | $ 463 | 594,860 | 595,323 | |||
Stock issued for: Loan fees, shares | 463,146 | |||||
Conversion of preferred stock into common stock | $ (1,055) | (4,827,150) | $ 11,180 | 4,817,025 | ||
Conversion of preferred stock into common stock, shares | (1,055,465) | 11,180,289 | ||||
Options and warrants issued for services | 1,270,499 | 1,270,499 | ||||
Restricted units vested | ||||||
Net loss | (9,854,895) | (9,854,895) | ||||
Balance at Dec. 31, 2016 | $ 3,774 | 14,140,797 | $ 31,744 | 40,672,825 | (57,869,440) | (3,020,300) |
Balance, shares at Dec. 31, 2016 | 3,773,592 | 31,743,797 | ||||
Stock issued for: Cash | $ 309,450 | |||||
Stock issued for: Cash, shares | 3,096,483 | |||||
Stock issued for: Settlement of debt | $ 3,040 | 217,803 | $ 220,843 | |||
Stock issued for: Settlement of debt, shares | 3,040,239 | |||||
Stock issued for: Services | $ 2,302 | 252,136 | (254,438) | |||
Stock issued for: Services. shares | 2,302,194 | |||||
Stock issued for: Loan fees | $ 1,471 | 2,699,682 | 2,701,153 | |||
Stock issued for: Loan fees, shares | 1,471,001 | |||||
Conversion of preferred stock into common stock | $ (1,809) | (4,304,153) | $ 18,693 | 4,287,269 | ||
Conversion of preferred stock into common stock, shares | (1,809,250) | 18,692,500 | ||||
Options and warrants issued for services | 103,865 | 103,865 | ||||
Stock issued for: Accounts payable and accrued liabilities | $ 343 | 1,011,454 | $ 3,096 | 306,354 | 1,312,247 | |
Stock issued for: Accounts payable and accrued liabilities, shares | 343,279 | 3,096,483 | ||||
Restricted units vested | $ 6,820 | (6,820) | ||||
Restricted units vested, shares | 6,820,000 | |||||
Reserved shares for services | 575,011 | 575,011 | ||||
Reserved shares for services, shares | ||||||
Net loss | (6,418,727) | (6,418,727) | ||||
Balance at Dec. 31, 2017 | $ 3,779 | $ 13,547,780 | $ 65,695 | $ 46,408,443 | $ (64,288,167) | $ (4,262,470) |
Balance, shares at Dec. 31, 2017 | 3,778,622 | 65,695,213 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (6,418,727) | $ (9,854,895) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Depreciation of fixed assets | 1,473 | 2,947 |
Amortization of convertible debt discount | 2,023,144 | 604,042 |
Amortization of prepaid expenses paid with stock | (2,500) | |
(Gain) loss on derivative liability | (408,488) | 2,244,353 |
(Gain) loss on settlement of debt | 310,086 | (3,108,342) |
Gain on sale of assets | (2,800) | |
Loss on impaired assets | 43,957 | |
Preferred stock issued for services | 365,988 | 1,003,814 |
Preferred and common stock issued for loan fees | 1,488,650 | 162,456 |
Common stock issued for services | 254,438 | |
Stock options and warrants issued for services | 103,865 | 1,270,499 |
Reserved stock units issued for services | 575,011 | |
New derivatives recorded as loan fees | 4,935,638 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 5,254 | 16,721 |
Accounts payable | 102,316 | 102,954 |
Accounts payable from related party | (52,421) | |
Payroll liabilities | (25,965) | 200,602 |
Accrued interest | 390,101 | 451,041 |
Net cash used by operating activities | (1,288,075) | (1,926,713) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sale of equipment | 2,800 | |
Net cash from investing activities | 2,800 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible note | 1,230,334 | 1,273,534 |
Proceeds from related party notes | 723,308 | |
Proceeds from shareholder advances | 137,000 | 132,533 |
Proceeds from warrant exercised for preferred stock | 250 | |
Proceeds from sale of preferred stock | 70,000 | |
Payments on convertible debt | (419,055) | |
Payments on shareholder advances | (5,000) | |
Payments made for loan fees | (101,631) | |
Net cash provided by financing activities | 1,265,703 | 1,775,570 |
Net increase in cash | (19,572) | (151,143) |
Cash, beginning of period | 27,889 | 179,032 |
CASH, END OF PERIOD | 8,317 | 27,889 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 105,758 | |
Cash paid for income taxes |
Organization & Basis of Present
Organization & Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization & Basis of Presentation | NOTE 1: ORGANIZATION & BASIS OF PRESENTATION Business Overview The Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC Our principal place of business is 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device RadioGel™ for the treatment of non-resectable tumors. A prominent team of radiochemists, scientists and engineers, collaborating with strategic partners, including national laboratories, universities and private corporations, lead the Company’s development efforts. The Company’s overall vision is to globally empower physicians, medical researchers and patients by providing them with new isotope technologies that offer safe and effective treatments for cancer. The Company’s current focus is on the development of its RadioGel™ device. RadioGel™ is an injectable particle-gel, for brachytherapy radiation treatment of cancerous tumors in people and animals. RadioGel™ is comprised of a hydrogel, or a substance that is liquid at room temperature and then gels when reaching body temperature after injection into a tumor. In the gel are small, one micron, yttrium-90 phosphate particles (“ Y-90 The Company’s lead brachytherapy products, including RadioGel™, incorporate patented technology developed for Battelle Memorial Institute (“ Battelle Battelle License The Company is currently focusing on obtaining approval from the FDA to market and sell RadioGel™ as a Class II medical device. The Company first requested FDA approval of RadioGel™ in June 2013, at which time the FDA classified RadioGel™ as a medical device. The Company then followed with a 510(k) submission which the FDA responded, in turn, with a request for a physician letter of substantial equivalence and a reformatted 510(k) summary, which the Company provided in January 2014. In February 2014, the FDA ruled the device as not substantially equivalent due to a lack of a predicate device and it was therefore classified as a Class III device. Class III devices are generally the highest risk devices and are therefore subject to the highest level of regulatory review, control and oversight. Class III devices must typically be approved by the FDA before they are marketed. Class II devices represent lower risk devices than Class III and require fewer regulatory controls to provide reasonable assurance of the device’s safety and effectiveness. In contrast, Class I devices are deemed to be lower risk than Class II or III, and are therefore subject to the least regulatory controls. The Company is currently developing test plans to address issues raised by the FDA in connection with the Company’s previous submissions regarding RadioGel™, including developing specific test plans and specific indication of use. The Company intends to request that the FDA grant approval to re-apply for de novo See also IsoPet Solutions The Company’s IsoPet TM TM TM These animal therapies will focus on creating labels that describe the procedures in detail as a guide to future veterinarians. The labels will be voluntarily submitted to the FDA for review. They will then be used as data for future FDA applications in the medical sector and as key intellectual property for licensing to private veterinary clinics. The Company anticipates that future profit will be derived from direct sales of RadioGel™ (under the name IsoPet™) and related services, and from licensing to private medical and veterinary clinics in the U.S. and internationally. The Company intends to report the results from the IsoPet™ Solutions division as a separate operating segment in accordance with GAAP. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $1.5 million annually to maintain current operating activities. Over the next 12 to 24 months, the Company believes it will cost approximately $5.0 million to $10.0 million to fund: (1) the FDA approval process and initial deployment of the brachytherapy products, and (2) initiate regulatory approval processes outside of the United States. The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or additional capital raises. Following receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. In the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel™ and other brachytherapy products, and thereafter being able to successfully commercialize its brachytherapy products, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses Based on the Company’s financial history since inception, its auditor has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. As of December 31, 2017, the Company has $8,317 cash on hand. There are currently commitments to vendors for products and services purchased, plus, the employment agreements of the CFO and other employees of the Company and the Company’s current lease commitments that will necessitate liquidation of the Company if it is unable to raise additional capital. The current level of cash is not enough to cover the fixed and variable obligations of the Company. Assuming the Company is successful in the Company’s sales/development effort, it believes that it will be able to raise additional funds through strategic agreements or the sale of the Company’s stock to either current or new stockholders. There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these audited financial statements so as to conform to current period classifications. Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consist of finished goods. The Company had no raw materials or work in process. The Company had been carrying inventory consisting of two bottles of O-18 water for a value of $8,475. The Company determined this water was no longer usable and wrote off the $8,475 value as of December 31, 2016. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2017, and December 31, 2016, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis were calculated using the Black-Scholes pricing model and are as follows at December 31, 2017: Total Level 1 Level 2 Level 3 Assets: Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities: Derivative Liability - - - - Total Liabilities Measured at Fair Value $ - $ - $ - $ - Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2016: Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Derivative Liability 324,532 - - 324,532 Total Liabilities Measured at Fair Value $ 324,532 $ - $ - $ 324,532 Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $2,500 or greater and other fixed assets with a cost of $1,500 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. The Company made a $5,000 investment in February 2011 for a one-year option agreement to negotiate an exclusive license agreement with Battelle Memorial Institute regarding its patents for the production of RadioGel™. This option agreement calls for a $5,000 upfront fee for the option, which expired February 2012 and was fully expensed in the twelve months ended December 31, 2011. Effective March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented RadioGel™ technology. This license agreement calls for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013. Calendar Year Minimum Royalties per Calendar Year 2012 $ - 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 $ 10,000 (4) 2017 $ 10,000 (5) 2018 $ 10,000 2019 $ 10,000 2020 $ 25,000 2021 $ 50,000 2022, to be paid each year thereafter $ 100,000 (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) $5,399 was paid January 2017 and the remaining $4,601 was paid February 2017. (5) Paid January, 2018 The Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value. Amortization is computed using the straight-line method over the estimated useful live of three years. Patents and Intellectual Property The Company had a total $35,482 of capitalized patents and intellectual property costs at December 31, 2015 for the patent rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. Effective December 31, 2016 the Company agreed to terminate this non-utilized patent license for which the $35,482 of capitalized patent and intellectual costs applied and therefore the Company wrote off $35,482 of capitalized costs in the twelve months ending December 31, 2016. Revenue Recognition The Company recognized revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Revenue for the fiscal year ended December 31, 2017 and December 31, 2016 consisted of consulting revenue. The Company recognizes revenue once an order has been received and shipped to the customer or services have been performed. Prepayments, if any, received from customers prior to the time products are shipped are recorded as deferred revenue. In these cases, when the related products are shipped, the amount recorded as deferred revenue is recognized as revenue. The Company does not accrue for sales returns and other allowances as it has not experienced any returns or other allowances. Income from Grants and Deferred Income Government grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled. The Company has chosen to recognize income from grants as it incurs costs associated with those grants, and until such time as it recognizes the grant as income those funds received will be classified as deferred income on the balance sheet. On December 22, 2017, the Company received notification it had been awarded from Washington State University, $17,500 grant funds from the sub-award project entitled “ Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors Earnings (Loss) Per Share The Company accounts for its earnings (loss) per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ending December 31, 2017 and 2016, the basic earnings per share equals the diluted earnings per share. Securities, all of which represent common stock equivalents, that could be dilutive in the future as of December 31, 2017 and 2016, are as follows: December 31, 2017 December 31, 2016 Convertible debt 18,155,788 6,441,644 Preferred stock 37,786,220 37,735,920 Common stock options 1,097,623 2,402,500 Common stock warrants 304,201 3,579,505 Total potential dilutive securities 57,343,832 50,159,569 Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $203,037 and $328,026 research and development costs for the years ended December 31, 2017, and 2016, respectively, all of which were recorded in the Company’s operating expenses noted on the income statements for the years then ended. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. Tradeshow expenses incurred and not expensed as of the years ended December 31, 2017, and 2016 were $0 and $0, respectively. During the twelve months ended December 31, 2017 and 2016, the Company incurred $111,662 and $284,138, respectively, in advertising and marketing costs. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of materials. Legal Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe any probable legal proceedings or claims will have a material impact on its financial position or results of operations. However, if actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. There had been an ongoing dispute with the landlord, Rob and Maribeth Myers, regarding the production center rent. During 2016, the Company reached a Settlement Agreement with regards to this dispute resulting in a payment of $438,830 for rent, interest, and costs. There is an ongoing dispute with BancLeasing and Washington Trust Bank regarding application of lease payments to the principal loan amount for the linear accelerator, and the Company believed it overpaid by approximately $300,000. In 2016 the Company was awarded in the Superior Court of the State of Washington a total sum of $527,876 against BancLeasing. The Company is pursuing its options for collection of the awarded amount, however there can be no assurance as to any eventual collection and so the Company has not reflected any contingent gain in these financial statements. Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the years ended December 31, 2017 and 2016. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2017 and 2016. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the years ended December 31, 2017 and 2016, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next 12 months. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, we have not completed the accounting for the tax effects of enactment of the Act; however, as described below, we have made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has no earnings and profits that were previously not repatriated for U.S. income tax purposes. Stock-Based Compensation The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company believes are applicable or would have a material impact on the financial statements of the Company. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 3: FIXED ASSETS Fixed assets consist of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Production equipment $ 15,182 $ 15,182 Office equipment - 14,594 15,182 29,776 Less accumulated depreciation (15,182 ) (28,303 ) $ - $ 1,473 Depreciation expense for the above fixed assets for the years ended December 31, 2017 and 2016, respectively, was $1,473 and $2,947. During the year ended December 31, 2016, the Company abandoned production equipment, building, leasehold improvements, and office equipment with an original cost totaling $1,016,532 that had been located in the production center. Additionally, the Company removed the linear accelerator form the production center and has placed the equipment into storage. The $1,375,000 original cost of the linear accelerator was also written off during the year ended December 31, 2016. All the equipment written off during the year ended December 31, 2016 had been fully depreciated. During the year ended December 31, 2017, the Company abandoned production equipment, building, leasehold improvements, and office equipment with an original cost totaling $14,594. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4: INTANGIBLE ASSETS Intangible assets consist of the following at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 License Fee $ - $ 112,500 Less accumulated amortization - (112,500 ) - - Amortization expense for the above intangible assets for the years ended December 31, 2017 and 2016, respectively, was $0 and $0. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5: RELATED PARTY TRANSACTIONS Related Party Promissory Notes As of December 31, 2017, and 2016, the Company had the following related party promissory notes outstanding: December 31, 2017 December 31, 2016 Principal (net) Accrued Interest Principal (net) Accrued Interest October 2015 $82,500 Note, 10% interest due October 2016 $ - $ - $ 82,500 10,239 February 2016 $50,000 Note, 10% interest, due February 2017 - - 50,000 4,192 May 2016 $109,695 Note, 10% interest, due July 2017 - - 109,695 7,093 May 2016 $90,000 Note, 10% interest, due May 2017 - - 90,000 5,425 March 2017 $332,195 Note, 10% interest, due May 2017 383,771 29,230 - - Total Convertible Notes Payable, Net $ 383,771 $ 29,230 $ 332,195 $ 26,949 During the year ending December 31, 2016, the Company received proceeds from new related party promissory notes of $249,695 and recorded conversions of $1,197,950 for related party note principal. The Company, in March 2017, combined outstanding notes owed to a director and major stockholder, along with $51,576 of accrued interest payable, into one promissory note. Related Party Convertible Notes Payable During the year ending December 31, 2016, the Company received proceeds from new related party convertible notes of $473,613 and, at inception, issued 37,906 shares of Series A Convertible Preferred Stock (“ Series A Preferred Preferred Shares Issued to Officers During 2017, the Company issued 100,000 shares of its Series A Preferred to its CEO, in exchange for $32,308 of accrued payroll, $67,692 of accounts payable, and wages valued at $199,690. During 2017, the Company issued 83,279 shares of its Series A Preferred to its CFO, in exchange for $83,280 of accrued payroll and wages valued at $166,299. During 2016, the Company issued 10,000 shares of its Series A Preferred to its CFO, representing $54,152, for wages. Rent Expenses On July 17, 2007, the Company entered into a five-year lease for its production center from a less than 5% shareholder. Subsequent to July 31, 2012, the Company was renting this space on a month-to-month basis at $11,904 per month. Effective January 1, 2015, the Company’s lease was terminated. There has been an ongoing dispute with the landlord, Rob and Maribeth Myers, regarding the production center rent. During 2016, the Company reached a Settlement Agreement with regards to this dispute resulting in a payment of $438,830 for rent, interest, and costs. The Company was renting office space from a significant shareholder and director of the Company on a month-to-month basis with a monthly payment of $1,500. This rental agreement was terminated as of April 1, 2017. Rental expense for the years ended December 31, 2017 and 2016 consisted of the following: Year ended December 31, 2017 Year ended December 31, 2016 Office and warehouse space $ - $ 40,000 Corporate office 4,500 18,000 Total Rental Expense $ 4,500 $ 58,000 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 6: CONVERTIBLE NOTES PAYABLE As of December 31, 2017, and 2016, the Company had the following convertible notes outstanding: December 31, 2017 December 31, 2016 Principal (net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 29,218 $ 95,000 50,365 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $560,913, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 November 2016 $979,162 Notes convertible into common stock at a variable conversion price, 10% interest, due May 2017, net of debt discounts of $540,720 and $0, respectively - - 438,442 12,397 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a $0.20 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $544,845 and $0, respectively 1,833,310 178,304 - - May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a $0.12 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $147,335 and $0, respectively 500,703 52,831 - - May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a $0.13 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $25,085 and $0, respectively 85,227 15,773 - - November 2017 $166,666 Note convertible at maturity or upon the issuance of a variable security at a $0.12 conversion price (subject to adjustment), with a one-time interest charge of 10%, due April 15, 2018, net of debt discounts of $74,662 and $0, respectively 92,004 16,667 - - Penalties on notes in default 7,028 - 11,066 - Total Convertible Notes Payable, Net $ 2,563,272 $ 316,784 $ 544,508 $ 86,752 During the year ending December 31, 2017, the Company received proceeds from the issuance of 10% Convertible Notes (“ Convertible Notes Debentures The Company recorded $322,381 of conversions on certain outstanding notes. The Company also recorded amortization of $2,023,144 on outstanding note debt discounts. Lastly, the Company paid $101,631 in cash for loan fees and issued 843,699 shares of the Company’s Series A Convertible Preferred Stock (“ Series A Preferred During the year ending December 31, 2016, the Company received proceeds from new convertible notes of $1,273,534, obtained advances from shareholders of $127,533 that were reclassified into convertible notes payable, and reclassified $455,150 of accrued interest into convertible notes payable. The Company recorded original issue discounts and loan fees on new convertible notes of $193,831 and $6,000, respectively, which also increased the debt discounts recorded on the convertible notes. The Company recorded $419,055 of payments on their convertible notes, conversions of $1,444,950 of convertible note principal, a total gain on settlement of $1,456,113 representing the write-off of convertible note principal, and $814,625 of debt discount write-offs for early debt conversion or extinguishment. Each of the Company’s convertible notes have a conversion rate that is variable. The Company therefore has accounted for such conversion features as derivative instruments (see Note 7). As a result of recording derivative liabilities at note inception, the Company increased the debt discount recorded on their convertible notes by $809,835 during the year ending December 31, 2016. The Company also recorded amortization of $579,042 on their convertible note debt discounts. Lastly, the Company issued 347,400 shares of Series A Preferred as loan fees with their new convertible notes. The Company therefore increased their convertible note debt discount by $363,807, which represented the portion of the convertible note proceeds that were allocated to preferred stock. The May 2017 notes totaling $3,136,506, $2,419,240 after debt discounts, had a December 2017 due date which was extended to May 2018. The Company has not yet evaluated the embedded conversion feature in the notes, given the notes are not convertible at the option of the holder until maturity in May 2018. The November 2017 Note totaling $166,666, $92,004 after debt discount, included an Investor’s Put Option whereby if the Company’s stock was not listed on the Nasdaq or NYSE by January 31, 2018, the lender had the right to require the Company to repurchase the Note at any time after January 31, 2018 in an amount equal to 130% of the sum of the Principal plus all accrued and unpaid interest. The Investor issued notice February 2, 2018 exercising it’s Put Option and requiring the Company repurchase the Note on April 19, 2018 in the aggregate amount of $228,332. The investor may elect to cancel the repurchase notice at any time prior to receiving the repurchase payment. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 7: DERIVATIVE LIABILITY During the years ending December 31, 2017 and 2016, the Company had the following activity in their derivative liability account: Warrants Conversion Feature Total Derivative Liability at December 31, 2015 714,401 3,520,615 4,235,016 Derivative Liability Recorded on New Instruments - 6,150,026 6,150,026 Elimination of Liability on Conversion (1,266,795 ) (10,381,138 ) (11,647,933 ) (Gain) on Settlement of Debt - (656,930 ) (656,930 ) Change in Fair Value 552,452 1,691,901 (2,244,353 ) Derivative Liability at December 31, 2016 58 324,474 324,532 Derivative Liability Recorded on New Instruments - 99,661 99,661 Elimination of Liability on Conversion - - - (Gain) on Settlement of Debt - (15,704 ) (15,704 ) Change in Fair Value (58 ) (408,431 ) (408,489 ) Derivative Liability at December 31, 2017 - - - The Company uses the Black-Scholes pricing model to estimate fair value for those instruments convertible into common stock at inception, at conversion date, and at each reporting date. During the years ending December 31, 2017, and 2016, the Company used the following assumptions in their Black-Scholes model: December 31, 2017 December 31, 2016 Warrants Conversion Feature Warrants Conversion Feature Risk-free interest rate 1.39 % n/a 0.46% - 1.38% 0.12% - 0.85% Expected life in years 0.25 n/a 0.53 - 4.08 0.01 - 1.00 Dividend yield 0 % n/a 0 % 0 % Expected volatility 187.59 % n/a 156.29% - 273.70 % 115.46% - 239.93 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8: INCOME TAXES The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of the Company’s net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has no earnings and profits that were previously not repatriated for U.S. income tax purposes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryover $ 5,640,000 $ 8,854,900 Depreciation - - Related party accrual 110,600 179,400 Capital Loss Carryover 3,400 5,500 Deferred tax liabilities Depreciation (2,100 ) (197,200 ) Valuation allowance (5,751,900 ) (8,842,600 ) Net deferred tax asset $ - $ - Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following: December 31, 2017 December 31, 2016 Book income (loss) $ (1,347,900 ) $ (3,350,700 ) Grant income - (7,100 ) Depreciation (700 ) (25,300 ) Intangible asset impairment - 12,100 Related party accrual (100 ) (65,900 ) Meals and entertainment 200 1,600 Stock for services 130,300 341,300 Options expense 142,600 229,600 Non-cash interest expense 946,500 1,976,300 Other non-deductible expenses (12,200 ) (90,600 ) Valuation allowance 141,300 846,900 Income tax expense $ - $ - At December 31, 2017, the Company had net operating loss carryforwards of approximately$26,856,300 that may be offset against future taxable income from the year 2018 through 2037. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit, which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2017, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction. The Company is located in the state of Washington and Washington state does not require the filing of income taxes. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9: STOCKHOLDERS’ EQUITY Common Stock The Company has 2,000,000,000 shares of common stock authorized, with a par value of $0.001, and as of December 31, 2017 and 2016, the Company has 65,695,213 and 31,743,797 shares issued and outstanding, respectively. The Company’s Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series, fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series without further vote or action by the shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of management without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. Effective October 2016, the Company filed a Certificate of Amendment to perform a 1:100 reverse stock split. The Company’s financial statements have been retroactively adjusted for all periods presented to reflect the reverse stock split. Preferred Stock As of December 31, 2017, and 2016, the Company has 20,000,000 shares of Series A Preferred authorized with a par value of $0.001. The Company’s Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series, to establish the number of shares in each series, and to determine the designations, preferences and rights through a resolution of the Board of Directors. We currently have one series of preferred stock authorized, the Series A Preferred. The following is a summary of the rights and preferences of the Series A Preferred, which summary is not meant to be a complete description of those terms. For a complete description of the rights and preferences attributable to the Series A Preferred, please see the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “ Series A Certificate of Designation Series A Convertible Preferred Stock In June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 Liquidation Preference Dividends Conversion Series A Conversion Shares In the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the Company totaling at least $5.0 million, all issued and outstanding shares of Series A Preferred at that time will automatically convert into Series A Conversion Shares. Redemption the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred in cash at a price per share of Series A Preferred equal to 100% of the Liquidation Preference. Voting Rights Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Common Stock Issued for Services During 2017, the Company issued 2,302,194 shares of common stock for services valued at $254,438. During 2016, the Company did not issue any shares of common stock for services. Common Stock Issued for the Exercise of Options and Warrants During 2017, the Company did not issue any shares of common stock for the exercise of options and warrants. During 2016, the Company issued 30,644 shares of common stock for cashless warrants exercise. Common Stock Issued for Settlement and Conversion of Debt During 2017, the Company issued 3,040,239 shares of common stock in conjunction with the settlement of $322,381 worth of convertible debt and $36,479 worth of accrued interest. The shares were valued at $334,048 and $159,299 worth of debt discount was written off, with $21,282 recognized as a loss on the settlement of debt and $113,205 recorded to Additional Paid in Capital upon conversion. During 2016, the Company issued 563,523 shares of common stock in conjunction with the settlement of convertible debt that was paid in cash. The shares were valued at $70,863 and were recognized as a loss on the settlement of debt. Common Stock Issued for Conversion of Preferred Stock During 2017, the Company issued 18,692,500 shares of common stock valued at $4,305,962 in exchange for 1,809,250 shares of Series A Preferred. During 2016, the Company issued 11,180,289 shares of common stock valued at $4,828,204 in exchange for 1,118,024 shares of Series A Preferred. Preferred Stock Issued for Cash During 2017, the Company issued no shares of Series A Preferred for cash. During 2016, the Company issued 46,666 shares of Series A Preferred for $70,000 cash. Preferred Stock Issued for Exercise of Warrants During 2017, the Company issued no shares of Series A Preferred for the exercise of warrants. During 2016, the Company issued 250,000 shares of Series A Preferred for $250 for the exercise of warrants. Preferred Stock Issued for Warrants Surrendered During 2017, the Company issued no shares of Series A Preferred for the surrender of warrants. During 2016, the Company issued 62,854 shares of Series A Preferred, representing $407,973, in exchange for the surrender of 2,407,500 warrants. This resulted in the Company writing off $1,179,710 worth of derivative liabilities and recognizing a gain on debt extinguishment of $771,737. Preferred Stock Issued for Services During 2017, the Company issued no shares of its Series A Preferred for services. During 2016, the Company issued 218,000 shares of its Series A Preferred, representing $942,644, for services valued at $949,661, therefore recognizing $7,018 of a gain on settlement of debt. During 2016, the Company issued 10,000 shares of its Series A Preferred to its CFO, representing $54,152, for wages. Preferred Stock Issued for Loan Fees During 2017, the Company issued 843,699 shares of Series A Preferred, valued at $1,212,503, for loan fees, and recorded $1,212,503 as debt discount. During 2017, the Company issued 627,302 shares of Series A Preferred, valued at $1,488,650, to current note holders for the due date extension on the conversion date of the related notes from December 15, 2017 to May 9, 2018. During 2016, the Company issued 30,000 shares of its Series A Preferred, valued at $162,456, as a finder’s fee and issued 37,906 shares of its Series A Preferred, valued at $29,156, as loan fees on related party convertible notes. The Company also issued 347,400 shares of its Series A Preferred, valued at $363,807, as loan fees on convertible notes recorded as debt discount, and issued 47,840 shares of its Series A Preferred, valued at $39,904, as loan fees on convertible notes recorded as derivative liabilities. Preferred Stock Issued for Debt Extinguishment During 2017, the Company issued no shares of Series A Preferred in exchange for debt extinguishment. During 2016, the Company issued 215,961 shares of Series A Preferred, valued at $1,401,760, in exchange for $1,197,950 of related party debt, and $59,671 of accrued interest. This resulted in the Company recognizing $144,139 as a loss on debt extinguishment. During 2016, the Company issued 473,830 shares of Series A Preferred, valued at $2,330,876, in exchange for $473,613 of related party convertible debt, and $0 of accrued interest (see Note 6). This resulted in the Company writing off $2,330,154 in derivative liabilities, $448,613 in debt discounts, and recognizing $24,278 as a gain on debt extinguishment. During 2016, the Company issued 1,460,600 shares of Series A Preferred, valued at $8,552,746 in exchange for $1,444,950 of convertible debt, and $50,711 of accrued interest (see Note 8). This resulted in the Company writing off $8,138,070 in derivative liabilities, $814,625 in debt discounts, and recognizing $266,358 as a gain on debt extinguishment. Stock Issued for Accounts Payable and Accrued Liabilities During 2017, the Company issued 183,279 shares of Series A Preferred to the CEO and CFO, in exchange for $115,587 of accrued payroll, $67,692 of accounts payable and wages valued at $365,989. Additionally, the Company issued 3,096,483 shares of Common Stock and 160,000 shares of Series A Preferred to third parties and former employees to extinguish $205,283 worth of accounts payable and $272,164 of accrued payroll, which resulted in the Company recording a loss on extinguishment of debt of $294,530. During 2016, no shares were issued for accounts payable and accrued liabilities. Common Stock Options The following schedule summarizes the changes in the Company’s stock options: Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2015 51,350 $ 12.00-15.00 7.12 years $ - $ 15.00 Options granted 2,370,000 $ 0.50-1.00 - $ 0.62 Options exercised - $ - - $ - Options expired (18.850 ) $ 0.12-.0.15 - $ 14.84 Balance at December 31, 2016 2,402,500 $ 0.50-15 4.05 years $ - $ 0.81 Options granted - $ - $ Options exercised - $ - - $ - Options expired (1,180,000 ) $ 1.00-0.50 - $ 0.53 Balance at December 31, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Exercisable at December 31, 2017 1,097,623 $ 0.50-15 2.85 years $ - $ 1.14 During the year ending December 31, 2017 and 2016, the Company recognized $103,865 and $675,324, respectively, worth of stock based compensation related to the vesting of it stock options. Common Stock Warrants The following schedule summarizes the changes in the Company’s common stock warrants: Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2015 6,803,503 $ 0.1-10 1.90 years $ 2,052,699 $ 0.81 Warrants granted 233,334 $ 0.40-0.10 1.71 years $ 0.34 Warrants exercised (202,500 ) $ - - $ $ 0.10 Warrants expired/cancelled (3,254,832 ) $ 0.01-6.00 - $ $ 0.13 Balance at December 31, 2016 3,579,505 $ 0.01-10 0.52 years $ 749 $ 4.45 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled (3,275,305 ) $ 4.62 - $ Balance at December 31, 2017 304,200 $ 1.19 years $ - $ 2.63 Exercisable at December 31, 2017 304,200 $ 1.19 years $ - $ 2.63 During the year ending December 31, 2017 and 2016, the Company recognized $0 and $595,175, respectively, worth of expense related to warrants granted for services. Restricted Stock Units The following schedule summarizes the changes in the Company’s restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2016 - $ - RSU’s granted 12,560,000 $ 0.07 RSU’s vested (6,820,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2017 5,740,000 $ 0.07 During the year ending December 31, 2017 and 2016, the Company recognized $575,011 and $0 worth of expense related to the vesting of its RSU’s, respectively. As of December 31, 2017, the Company had $354,429 worth of expense yet to be recognized for RSU’s not yet vested. |
Concentrations of Credit and Ot
Concentrations of Credit and Other Risks | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit and Other Risks | NOTE 10: CONCENTRATIONS OF CREDIT AND OTHER RISKS Accounts Receivable The Company had one customer that represented 100% of the Company’s total revenues for each of the years ended December 31, 2017 and 2016. The customer that represented 100% of the Company’s total revenue for the years ended December 31, 2017 and 2016, and accounted for 100% of the consulting revenue for that year. The Company had no net accounts receivable balance at December 31, 2017 and 2016. The loss of a significant customer representing the percentage of total revenue as represented for the years ended December 31, 2017 and 2016 would have a temporary adverse effect on the Company’s revenue, which would continue until the Company located new customers to replace them. The Company routinely assesses the financial strength of its customers and provides an allowance for doubtful accounts as necessary. As of December 31, 2017, and 2016, the Company had no allowance or bad debt expense recorded. Product Purchases Some of the products the Company might market and components thereof are currently available only from a limited number of suppliers, several of which are international suppliers. Failure to obtain deliveries from these sources could have a material adverse effect on the Company’s ability to operate. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 11: SUPPLEMENTAL CASH FLOW INFORMATION During the year ended December 31, 2017, the Company had the following non-cash investing and financing activities: - Decreased convertible note principal by $322,381 offset by a decrease in debt discount of $159,299, decreased accrued interest by $36,479, increased common stock by $3,040 and increased paid in capital by $196,540 due to shares issued in conjunction with the settlement of convertible notes. - Decreased accrued payroll by $387,751, decreased accounts payable by $272,976, and increased common stock, preferred stock and paid in capital for $660,727 due to shares issued to extinguish liabilities. - Increased common stock by $18,693, increased paid in capital - common by $4,287,269, decreased preferred stock by $1,809, and decreased paid in capital - preferred by $4,304,153 due to preferred shares converted to common shares. - Increased preferred stock by $844, increased paid in capital - preferred by $1,211,659, and increased debt discount by $1,212,503 due to preferred shares issued for loan fees. - Increased common stock and decreased paid in capital by $6,820 due to the vesting of restricted stock units. - Increased convertible notes payable and decreased loan from shareholder by $137,000 to roll proceeds from shareholder advances to a formal convertible note payable. - Increased derivative liability and debt discount for $99,660 to record a debt discount on convertible notes payable. - Decreased accrued interest by $121,308, increased related party notes payable by $51,576, and increased convertible notes payable by $69,732 due to accrued interest being reclassified to principal. During the year ended December 31, 2016, the Company had the following non-cash investing and financing activities: - Issued 30,644 shares of common stock valued at $0 for the issuance of cashless warrants. - Decreased convertible notes by $473,613, offset by a decrease $448,613 in debt discount decreased convertible notes payable by $1,444,950, offset by a decrease $814,624 in debt discount, decreased accrued interest by $110,382, decreased derivative liabilities by $10,468,224, and increased Series A Preferred by $12,431,882 due to 2,150,391 shares issued in conjunction with the settlement of convertible notes. - Increased convertible notes payable and decreased accrued interest by $455,150 for the reclassification of accrued interest to principal. - Issued 62,854 shares of Series A Preferred, valued at $407,973, which decreased derivative liabilities by $1,179,710 and for which a gain on debt extinguishment was recorded for $771,737. - Increased derivative liabilities for $1,283,448 to record a debt discount on related party convertible notes of $473,613 and a debt discount on convertible notes of $809,835. - Increased paid in capital and decreased liability for lack of authorized shares for $852,092. - Increased convertible notes payable and decreased loan from shareholder by $127,533 to roll proceeds from shareholder advances to a formal convertible note payable. - Issued 433,146 shares of Series A Preferred, valued at $432,866, for loan fees that increased the convertible note debt discount by $363,807 and increased derivative liabilities by $69,059. - Issued 11,180,289 shares of common stock valued at $1,590,801 in exchange for 1,118,024 shares of Series A Preferred valued at $4,828,204, resulting in an increase in retained earnings of $3,237,403. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12: SUBSEQUENT EVENTS In January 2018, the Company issued a $32,279 promissory note due January 2, 2019 in exchange for $32,279 of accounts payable. In January 2018, the Company received $40,000 as a shareholder loan. In January and through March 2, 2018, the Company issued 5,742,000 shares of common stock for 574,200 shares of Series A Preferred. In February 2018, the Company revised the license agreement with Battelle for its patented technology. In March 2018, the Company issued 10,000 shares of common stock to a member of the Veterinary Medical Advisory Board. The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events to disclose. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these audited financial statements so as to conform to current period classifications. |
Cash Equivalents | Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventory | Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consist of finished goods. The Company had no raw materials or work in process. The Company had been carrying inventory consisting of two bottles of O-18 water for a value of $8,475. The Company determined this water was no longer usable and wrote off the $8,475 value as of December 31, 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2017, and December 31, 2016, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis were calculated using the Black-Scholes pricing model and are as follows at December 31, 2017: Total Level 1 Level 2 Level 3 Assets: Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities: Derivative Liability - - - - Total Liabilities Measured at Fair Value $ - $ - $ - $ - Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2016: Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Derivative Liability 324,532 - - 324,532 Total Liabilities Measured at Fair Value $ 324,532 $ - $ - $ 324,532 |
Fixed Assets | Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $2,500 or greater and other fixed assets with a cost of $1,500 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. |
License Fees | License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. The Company made a $5,000 investment in February 2011 for a one-year option agreement to negotiate an exclusive license agreement with Battelle Memorial Institute regarding its patents for the production of RadioGel™. This option agreement calls for a $5,000 upfront fee for the option, which expired February 2012 and was fully expensed in the twelve months ended December 31, 2011. Effective March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented RadioGel™ technology. This license agreement calls for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013. Calendar Year Minimum Royalties per Calendar Year 2012 $ - 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 $ 10,000 (4) 2017 $ 10,000 (5) 2018 $ 10,000 2019 $ 10,000 2020 $ 25,000 2021 $ 50,000 2022, to be paid each year thereafter $ 100,000 (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) $5,399 was paid January 2017 and the remaining $4,601 was paid February 2017. (5) Paid January, 2018 The Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value. Amortization is computed using the straight-line method over the estimated useful live of three years. |
Patents and Intellectual Property | Patents and Intellectual Property The Company had a total $35,482 of capitalized patents and intellectual property costs at December 31, 2015 for the patent rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. Effective December 31, 2016 the Company agreed to terminate this non-utilized patent license for which the $35,482 of capitalized patent and intellectual costs applied and therefore the Company wrote off $35,482 of capitalized costs in the twelve months ending December 31, 2016. |
Revenue Recognition | Revenue Recognition The Company recognized revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Revenue for the fiscal year ended December 31, 2017 and December 31, 2016 consisted of consulting revenue. The Company recognizes revenue once an order has been received and shipped to the customer or services have been performed. Prepayments, if any, received from customers prior to the time products are shipped are recorded as deferred revenue. In these cases, when the related products are shipped, the amount recorded as deferred revenue is recognized as revenue. The Company does not accrue for sales returns and other allowances as it has not experienced any returns or other allowances. |
Income from Grants and Deferred Income | Income from Grants and Deferred Income Government grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled. The Company has chosen to recognize income from grants as it incurs costs associated with those grants, and until such time as it recognizes the grant as income those funds received will be classified as deferred income on the balance sheet. On December 22, 2017, the Company received notification it had been awarded from Washington State University, $17,500 grant funds from the sub-award project entitled “ Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company accounts for its earnings (loss) per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ending December 31, 2017 and 2016, the basic earnings per share equals the diluted earnings per share. Securities, all of which represent common stock equivalents, that could be dilutive in the future as of December 31, 2017 and 2016, are as follows: December 31, 2017 December 31, 2016 Convertible debt 18,155,788 6,441,644 Preferred stock 37,786,220 37,735,920 Common stock options 1,097,623 2,402,500 Common stock warrants 304,201 3,579,505 Total potential dilutive securities 57,343,832 50,159,569 |
Research and Development Costs | Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $203,037 and $328,026 research and development costs for the years ended December 31, 2017, and 2016, respectively, all of which were recorded in the Company’s operating expenses noted on the income statements for the years then ended. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. Tradeshow expenses incurred and not expensed as of the years ended December 31, 2017, and 2016 were $0 and $0, respectively. During the twelve months ended December 31, 2017 and 2016, the Company incurred $111,662 and $284,138, respectively, in advertising and marketing costs. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of materials. |
Legal Contingencies | Legal Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe any probable legal proceedings or claims will have a material impact on its financial position or results of operations. However, if actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. There had been an ongoing dispute with the landlord, Rob and Maribeth Myers, regarding the production center rent. During 2016, the Company reached a Settlement Agreement with regards to this dispute resulting in a payment of $438,830 for rent, interest, and costs. There is an ongoing dispute with BancLeasing and Washington Trust Bank regarding application of lease payments to the principal loan amount for the linear accelerator, and the Company believed it overpaid by approximately $300,000. In 2016 the Company was awarded in the Superior Court of the State of Washington a total sum of $527,876 against BancLeasing. The Company is pursuing its options for collection of the awarded amount, however there can be no assurance as to any eventual collection and so the Company has not reflected any contingent gain in these financial statements. |
Income Taxes | Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the years ended December 31, 2017 and 2016. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2017 and 2016. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the years ended December 31, 2017 and 2016, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next 12 months. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, we have not completed the accounting for the tax effects of enactment of the Act; however, as described below, we have made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has no earnings and profits that were previously not repatriated for U.S. income tax purposes. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company believes are applicable or would have a material impact on the financial statements of the Company. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments | The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis were calculated using the Black-Scholes pricing model and are as follows at December 31, 2017: Total Level 1 Level 2 Level 3 Assets: Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities: Derivative Liability - - - - Total Liabilities Measured at Fair Value $ - $ - $ - $ - Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2016: Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Derivative Liability 324,532 - - 324,532 Total Liabilities Measured at Fair Value $ 324,532 $ - $ - $ 324,532 |
Schedule of Depreciation Estimated Useful Life | Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years |
Schedule of License Minimum Annual Fee | Calendar Year Minimum Royalties per Calendar Year 2012 $ - 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 $ 10,000 (4) 2017 $ 10,000 (5) 2018 $ 10,000 2019 $ 10,000 2020 $ 25,000 2021 $ 50,000 2022, to be paid each year thereafter $ 100,000 (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) $5,399 was paid January 2017 and the remaining $4,601 was paid February 2017. (5) Paid January, 2018 |
Schedule of Dilutive Earnings Per Share | Securities, all of which represent common stock equivalents, that could be dilutive in the future as of December 31, 2017 and 2016, are as follows: December 31, 2017 December 31, 2016 Convertible debt 18,155,788 6,441,644 Preferred stock 37,786,220 37,735,920 Common stock options 1,097,623 2,402,500 Common stock warrants 304,201 3,579,505 Total potential dilutive securities 57,343,832 50,159,569 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Production equipment $ 15,182 $ 15,182 Office equipment - 14,594 15,182 29,776 Less accumulated depreciation (15,182 ) (28,303 ) $ - $ 1,473 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 License Fee $ - $ 112,500 Less accumulated amortization - (112,500 ) - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | As of December 31, 2017, and 2016, the Company had the following related party promissory notes outstanding: December 31, 2017 December 31, 2016 Principal (net) Accrued Interest Principal (net) Accrued Interest October 2015 $82,500 Note, 10% interest due October 2016 $ - $ - $ 82,500 10,239 February 2016 $50,000 Note, 10% interest, due February 2017 - - 50,000 4,192 May 2016 $109,695 Note, 10% interest, due July 2017 - - 109,695 7,093 May 2016 $90,000 Note, 10% interest, due May 2017 - - 90,000 5,425 March 2017 $332,195 Note, 10% interest, due May 2017 383,771 29,230 - - Total Convertible Notes Payable, Net $ 383,771 $ 29,230 $ 332,195 $ 26,949 |
Schedule of Rent Expense | Rental expense for the years ended December 31, 2017 and 2016 consisted of the following: Year ended December 31, 2017 Year ended December 31, 2016 Office and warehouse space $ - $ 40,000 Corporate office 4,500 18,000 Total Rental Expense $ 4,500 $ 58,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | As of December 31, 2017, and 2016, the Company had the following convertible notes outstanding: December 31, 2017 December 31, 2016 Principal (net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 29,218 $ 95,000 50,365 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $560,913, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 November 2016 $979,162 Notes convertible into common stock at a variable conversion price, 10% interest, due May 2017, net of debt discounts of $540,720 and $0, respectively - - 438,442 12,397 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a $0.20 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $544,845 and $0, respectively 1,833,310 178,304 - - May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a $0.12 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $147,335 and $0, respectively 500,703 52,831 - - May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a $0.13 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $25,085 and $0, respectively 85,227 15,773 - - November 2017 $166,666 Note convertible at maturity or upon the issuance of a variable security at a $0.12 conversion price (subject to adjustment), with a one-time interest charge of 10%, due April 15, 2018, net of debt discounts of $74,662 and $0, respectively 92,004 16,667 - - Penalties on notes in default 7,028 - 11,066 - Total Convertible Notes Payable, Net $ 2,563,272 $ 316,784 $ 544,508 $ 86,752 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability Account Activity | During the years ending December 31, 2017 and 2016, the Company had the following activity in their derivative liability account: Warrants Conversion Feature Total Derivative Liability at December 31, 2015 714,401 3,520,615 4,235,016 Derivative Liability Recorded on New Instruments - 6,150,026 6,150,026 Elimination of Liability on Conversion (1,266,795 ) (10,381,138 ) (11,647,933 ) (Gain) on Settlement of Debt - (656,930 ) (656,930 ) Change in Fair Value 552,452 1,691,901 (2,244,353 ) Derivative Liability at December 31, 2016 58 324,474 324,532 Derivative Liability Recorded on New Instruments - 99,661 99,661 Elimination of Liability on Conversion - - - (Gain) on Settlement of Debt - (15,704 ) (15,704 ) Change in Fair Value (58 ) (408,431 ) (408,489 ) Derivative Liability at December 31, 2017 - - - |
Schedule of Assumptions for Fair Value Determination | During the years ending December 31, 2017, and 2016, the Company used the following assumptions in their Black-Scholes model: December 31, 2017 December 31, 2016 Warrants Conversion Feature Warrants Conversion Feature Risk-free interest rate 1.39 % n/a 0.46% - 1.38% 0.12% - 0.85% Expected life in years 0.25 n/a 0.53 - 4.08 0.01 - 1.00 Dividend yield 0 % n/a 0 % 0 % Expected volatility 187.59 % n/a 156.29% - 273.70 % 115.46% - 239.93 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryover $ 5,640,000 $ 8,854,900 Depreciation - - Related party accrual 110,600 179,400 Capital Loss Carryover 3,400 5,500 Deferred tax liabilities Depreciation (2,100 ) (197,200 ) Valuation allowance (5,751,900 ) (8,842,600 ) Net deferred tax asset $ - $ - Net deferred tax asset $ - $ - |
Schedule of Federal Income Tax Rate | The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following: December 31, 2017 December 31, 2016 Book income (loss) $ (1,347,900 ) $ (3,350,700 ) Grant income - (7,100 ) Depreciation (700 ) (25,300 ) Intangible asset impairment - 12,100 Related party accrual (100 ) (65,900 ) Meals and entertainment 200 1,600 Stock for services 130,300 341,300 Options expense 142,600 229,600 Non-cash interest expense 946,500 1,976,300 Other non-deductible expenses (12,200 ) (90,600 ) Valuation allowance 141,300 846,900 Income tax expense $ - $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Changes in Stock Option | The following schedule summarizes the changes in the Company’s stock options: Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2015 51,350 $ 12.00-15.00 7.12 years $ - $ 15.00 Options granted 2,370,000 $ 0.50-1.00 - $ 0.62 Options exercised - $ - - $ - Options expired (18.850 ) $ 0.12-.0.15 - $ 14.84 Balance at December 31, 2016 2,402,500 $ 0.50-15 4.05 years $ - $ 0.81 Options granted - $ - $ Options exercised - $ - - $ - Options expired (1,180,000 ) $ 1.00-0.50 - $ 0.53 Balance at December 31, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Exercisable at December 31, 2017 1,097,623 $ 0.50-15 2.85 years $ - $ 1.14 |
Schedule of Changes in Stock Warrants | The following schedule summarizes the changes in the Company’s common stock warrants: Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2015 6,803,503 $ 0.1-10 1.90 years $ 2,052,699 $ 0.81 Warrants granted 233,334 $ 0.40-0.10 1.71 years $ 0.34 Warrants exercised (202,500 ) $ - - $ $ 0.10 Warrants expired/cancelled (3,254,832 ) $ 0.01-6.00 - $ $ 0.13 Balance at December 31, 2016 3,579,505 $ 0.01-10 0.52 years $ 749 $ 4.45 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled (3,275,305 ) $ 4.62 - $ Balance at December 31, 2017 304,200 $ 1.19 years $ - $ 2.63 Exercisable at December 31, 2017 304,200 $ 1.19 years $ - $ 2.63 |
Schedule of Changes in Restricted Stock Units | The following schedule summarizes the changes in the Company’s restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2016 - $ - RSU’s granted 12,560,000 $ 0.07 RSU’s vested (6,820,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2017 5,740,000 $ 0.07 |
Organization & Basis of Prese28
Organization & Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Current operation activities | $ 1,500,000 | |
Cash | 8,317 | $ 27,889 |
Minimum [Member] | ||
Current operation activities | 5,000,000 | |
Maximum [Member] | ||
Current operation activities | $ 10,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Dec. 31, 2015 | Feb. 28, 2011 |
Carrying inventory consisting of two bottles of O-18 water | $ 8,475 | |||||
Inventory write-off | $ 8,475 | |||||
Production equipment cost | 2,500 | |||||
Fixed assets capitalized cost | 1,500 | |||||
Investment | $ 5,000 | |||||
Upfront fee for option | $ 5,000 | |||||
Nonrefundable fee | $ 17,500 | |||||
Estimated useful life | 3 years | |||||
Patents and intellectual property | $ 35,482 | |||||
Terminate non-utilized patent license for capitalized patent | 35,482 | |||||
Patent costs relating to this license | 35,482 | |||||
Income from grants | $ 17,500 | |||||
Research and development costs | $ 203,037 | 328,026 | ||||
Tradeshow expenses | 0 | 0 | ||||
Advertising costs | 111,662 | 284,138 | ||||
Payment for rent, interest and costs | 438,830 | |||||
Overpaid loan amount | 300,000 | |||||
Legal contingencies, disputes amount | $ 527,876 | |||||
Income tax description | The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. | |||||
Income tax federal corporate tax rate | 21.00% | |||||
Reduction of net deferred tax assets | 3,300,000 | |||||
December 31, 2018 [Member] | ||||||
Income from grants | $ 17,500 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total Assets Measured at Fair Value | ||
Derivative Liability | 324,532 | |
Total Liabilities Measured at Fair Value | 324,532 | |
Level 1 [Member] | ||
Total Assets Measured at Fair Value | ||
Derivative Liability | ||
Total Liabilities Measured at Fair Value | ||
Level 2 [Member] | ||
Total Assets Measured at Fair Value | ||
Derivative Liability | ||
Total Liabilities Measured at Fair Value | ||
Level 3 [Member] | ||
Total Assets Measured at Fair Value | ||
Derivative Liability | 324,532 | |
Total Liabilities Measured at Fair Value | $ 324,532 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Depreciation Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Production Equipment [Member] | Minimum [Member] | |
Estimated useful life | 3 years |
Production Equipment [Member] | Maximum [Member] | |
Estimated useful life | 7 years |
Office Equipment [Member] | Minimum [Member] | |
Estimated useful life | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful life | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful life | 5 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Schedule of License Minimum Annual Fee (Details) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | ||
2,012 | ||
2,013 | 5,000 | [1] |
2,014 | 7,500 | [2] |
2,015 | 10,000 | [3] |
2,016 | 10,000 | [4] |
2,017 | 10,000 | [5] |
2,018 | 10,000 | |
2,019 | 10,000 | |
2,020 | 25,000 | |
2,021 | 50,000 | |
2022, to be paid each year thereafter | $ 100,000 | |
[1] | Paid February 2014 | |
[2] | Paid February 2015 | |
[3] | Paid February 2016 | |
[4] | $5,399 was paid January 2017 and the remaining $4,601 was paid February 2017. | |
[5] | Paid January, 2018 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of License Minimum Annual Fee (Details) (Parenthetical) - USD ($) | 1 Months Ended | |
Feb. 28, 2017 | Jan. 31, 2017 | |
Accounting Policies [Abstract] | ||
Royalties paid | $ 4,601 | $ 5,399 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Dilutive Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total potential dilutive securities | 57,343,832 | 50,159,569 |
Convertible Debt [Member] | ||
Total potential dilutive securities | 18,155,788 | 6,441,644 |
Preferred Stock [Member] | ||
Total potential dilutive securities | 37,786,220 | 37,735,920 |
Common Stock Options [Member] | ||
Total potential dilutive securities | 1,097,623 | 2,402,500 |
Common Stock Warrants [Member] | ||
Total potential dilutive securities | 304,201 | 3,579,505 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation expense | $ 1,473 | $ 2,947 |
Total Fixed assets | 15,182 | 29,776 |
Production Equipment, Building, Leasehold Improvements, and Office Equipment [Member] | ||
Total Fixed assets | $ 14,594 | |
Production Equipment, Building, Leasehold Improvements, and Office Equipment [Member] | ||
Total Fixed assets | 1,016,532 | |
Linear Accelerator [Member] | ||
Total Fixed assets | $ 1,375,000 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total fixed assets | $ 15,182 | $ 29,776 |
Less accumulated depreciation | (15,182) | (28,303) |
Net fixed assets | 1,473 | |
Production Equipment [Member] | ||
Total fixed assets | 15,182 | 15,182 |
Office Equipment [Member] | ||
Total fixed assets | $ 14,594 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 0 | $ 0 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Fee | $ 112,500 | |
Less accumulated amortization | (112,500) | |
License Fee, Net |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 17, 2007 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Proceeds from related party | $ 723,308 | |||
Accrued interest payable | $ 316,784 | $ 86,752 | ||
Common stock issued for: conversion of debt, shares | 347,400 | 347,400 | ||
Lease term | 5 years | |||
Ownership percentage | 5.00% | |||
Rental expense | $ 11,904 | $ 4,500 | $ 58,000 | |
Payment of rent | 438,830 | |||
Settlement Agreement [Member] | ||||
Payment of rent | $ 438,830 | |||
Shareholder and Director [Member] | ||||
Rental expense | 1,500 | |||
Series A Convertible Preferred Stock [Member] | ||||
Common stock issued for: conversion of debt, shares | 37,906 | |||
Series A Preferred Stock [Member] | CEO [Member] | ||||
Number of shares issued, shares | 100,000 | |||
Accrued payroll | 32,308 | |||
Accrued payable | 67,692 | |||
Wages valued | 199,690 | |||
Series A Preferred Stock [Member] | CFO [Member] | ||||
Number of shares issued, shares | 83,279 | $ 10,000 | ||
Accrued payroll | 83,280 | |||
Wages valued | 166,299 | 54,152 | ||
Related Party Promissory Notes [Member] | ||||
Proceeds from related party | 249,695 | |||
Debt conversion of convertible debt | 1,197,950 | |||
Related Party Convertible Notes Payable [Member] | ||||
Proceeds from related party | 473,613 | 473,613 | ||
Loan fees | 29,156 | |||
Interest expense | 1,912,587 | 1,912,587 | ||
Debt discount | $ 473,613 | 448,613 | ||
Amortization of debt discounts | 25,000 | |||
Convertible notes payable | $ 0 | |||
Director and Major Stockholder [Member] | ||||
Accrued interest payable | $ 51,576 |
Related Party Transaction - Sch
Related Party Transaction - Schedule of Related Party Transaction (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Principal | $ 383,771 | $ 332,195 |
Accrued Interest | 29,230 | 26,949 |
Related Party Note One [Member] | ||
Principal | 82,500 | |
Accrued Interest | 10,239 | |
Related Party Note Two [Member] | ||
Principal | 50,000 | |
Accrued Interest | 4,192 | |
Related Party Note Three [Member] | ||
Principal | 109,695 | |
Accrued Interest | 7,093 | |
Related Party Note Four [Member] | ||
Principal | 90,000 | |
Accrued Interest | 5,425 | |
Related Party Note Five [Member] | ||
Principal | 383,771 | |
Accrued Interest | $ 29,230 |
Related Party Transaction - S41
Related Party Transaction - Schedule of Related Party Transaction (Details) (Parenthetical) - USD ($) | 1 Months Ended | |||
Mar. 31, 2017 | May 31, 2016 | Feb. 29, 2016 | Oct. 31, 2015 | |
Promissory Note [Member] | ||||
Note, amount | $ 332,195 | $ 109,695 | $ 50,000 | $ 82,500 |
Note, interest rate | 10.00% | 10.00% | 10.00% | 10.00% |
Note due date, description | due May 2017 | due July 2017 | due February 2017 | due October 2016 |
Promissory Note One [Member] | ||||
Note, amount | $ 90,000 | |||
Note, interest rate | 10.00% | |||
Note due date, description | due May 2017 |
Related Party Transaction - S42
Related Party Transaction - Schedule of Rent Expense (Details) - USD ($) | Jul. 17, 2007 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | |||
Office and warehouse space | $ 40,000 | ||
Corporate office | 4,500 | 18,000 | |
Total Rental Expense | $ 11,904 | $ 4,500 | $ 58,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from convertible note payable | $ 1,230,334 | $ 1,273,534 |
Advances from shareholders | 127,533 | |
Accrued interest payable | 316,784 | 86,752 |
Payment of convertible note payable | 419,055 | |
Amortization of debt discount | $ 2,023,144 | 604,042 |
Number of shares issued | 3,096,483 | |
Increase in debt discount | 809,835 | |
Gross proceeds of debt and equity finance | 1,273,534 | |
Debt instrument conversion features | 1,444,950 | |
Gain (loss) on debt restructuring | 1,456,113 | |
Debt discount decrease amount | 814,625 | |
Amortization of convertible note debt discount | $ 579,042 | |
Common stock issued for: Conversion of debt, shares | 347,400 | 347,400 |
Convertible debt instrument accrued interest | $ 363,807 | |
April 19, 2018 [Member] | ||
Repurchase of notes | $ 228,332 | |
Series A Preferred Stock [Member] | ||
Number of shares issued | 627,302 | 46,666 |
Convertible Notes [Member] | ||
Debt instrument percentage | 10.00% | |
Advances from shareholders | $ 137,000 | |
Accrued interest payable | 69,732 | |
Debt principal amount | 774,362 | |
Loan fees | $ 386,758 | |
Convertible Debentures [Member] | ||
Original issue discount | 7.50% | |
Proceeds from convertible note payable | $ 1,230,334 | |
Debt conversion of convertible debt | $ 1,358,750 | |
Debt principal amount | 774,362 | |
Loan fees | 386,758 | |
Outstanding Notes [Member] | ||
Loan fees | 101,631 | |
Payment of convertible note payable | 322,381 | |
Amortization of debt discount | $ 2,023,144 | |
Outstanding Notes [Member] | Series A Preferred Stock [Member] | ||
Number of shares issued | 843,699 | |
Increase in debt discount | $ 1,212,503 | |
Convertible Notes Payable [Member] | ||
Accrued interest payable | 455,150 | |
New Convertible Notes Payable [Member] | ||
Loan fees | 6,000 | |
Debt instrument original issue discount | $ 193,831 | |
May 2017 Notes [Member] | ||
Debt discount | 2,419,240 | |
Notes payable | $ 3,136,506 | |
Debt instrument, maturity date | Dec. 31, 2017 | |
Debt instrument, extended date | May 31, 2018 | |
November 2017 Notes [Member] | ||
Debt discount | $ 92,004 | |
Notes payable | $ 166,666 | |
Principal amount, percentage | 130.00% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Principal (net) | $ 2,563,272 | $ 544,508 |
Accrued Interest | 316,784 | 86,752 |
Penalties on notes past due principal (net) | 7,028 | 11,066 |
Penalties on notes in default accrued interest | ||
Convertible Notes Payable One [Member] | ||
Principal (net) | 45,000 | 95,000 |
Accrued Interest | 29,218 | 50,365 |
Convertible Notes Payable Two [Member] | ||
Principal (net) | ||
Accrued Interest | 17,341 | 17,341 |
Convertible Notes Payable Three [Member] | ||
Principal (net) | ||
Accrued Interest | 5,953 | 5,953 |
Convertible Notes Payable Four [Member] | ||
Principal (net) | ||
Accrued Interest | 696 | 696 |
Convertible Notes Payable Five [Member] | ||
Principal (net) | 438,442 | |
Accrued Interest | 12,397 | |
Convertible Notes Payable Six [Member] | ||
Principal (net) | 1,833,310 | |
Accrued Interest | 178,304 | |
Convertible Notes Payable Seven [Member] | ||
Principal (net) | 500,703 | |
Accrued Interest | 52,831 | |
Convertible Notes Payable Eight [Member] | ||
Principal (net) | 85,227 | |
Accrued Interest | 15,773 | |
Convertible Notes Payable Nine [Member] | ||
Principal (net) | 92,004 | |
Accrued Interest | $ 16,667 |
Convertible Notes Payable - S45
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible Notes Payable One [Member] | ||
Debt principal amount | $ 1,060,000 | |
Debt conversion price per share | $ 4.60 | |
Debt interest rate | 12.00% | |
Debt maturity date description | December 2013 and January 2014 | |
Convertible Notes Payable Two [Member] | ||
Debt principal amount | $ 605,000 | |
Debt conversion price per share | $ 1 | |
Debt maturity date description | September 30, 2015 | |
Convertible Notes Payable Two [Member] | Minimum [Member] | ||
Debt interest rate | 8.00% | |
Convertible Notes Payable Two [Member] | Maximum [Member] | ||
Debt interest rate | 10.00% | |
Convertible Notes Payable Three [Member] | ||
Debt principal amount | $ 613,000 | |
Debt conversion price per share | $ 1 | |
Debt interest rate | 8.00% | |
Debt maturity date description | June 30, 2016 | |
Debt discount | $ 0 | $ 560,913 |
Convertible Notes Payable Four [Member] | ||
Debt principal amount | $ 345,000 | |
Debt conversion price per share | $ 1 | |
Debt interest rate | 8.00% | |
Debt maturity date description | June 30, 2016 | |
Convertible Notes Payable Five [Member] | ||
Debt principal amount | $ 979,162 | |
Debt interest rate | 10.00% | |
Debt maturity date description | May 2,017 | |
Debt discount | $ 540,720 | 0 |
Convertible Notes Payable Six [Member] | ||
Debt principal amount | $ 2,378,155 | |
Debt conversion price per share | $ 0.20 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 544,845 | 0 |
Convertible Notes Payable Seven [Member] | ||
Debt principal amount | $ 820,420 | |
Debt conversion price per share | $ 0.12 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 147,335 | 0 |
Convertible Notes Payable Eight [Member] | ||
Debt principal amount | $ 110,312 | |
Debt conversion price per share | $ 0.13 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 25,085 | 0 |
Convertible Notes Payable Nine [Member] | ||
Debt principal amount | $ 166,666 | |
Debt conversion price per share | $ 0.12 | |
Debt interest rate | 10.00% | |
Debt maturity date description | April 15, 2018 | |
Debt discount | $ 74,662 | $ 0 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability Account Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative liability Beginning Balance | $ 324,532 | $ 4,235,016 |
Derivative Liability Recorded on New Instruments | 99,661 | 6,150,026 |
Elimination of Liability on Conversion | (11,647,933) | |
(Gain) on Settlement of Debt | (15,704) | (656,930) |
Change in Fair Value at Year End | (408,489) | (2,244,353) |
Derivative liability, ending balance | 324,532 | |
Warrants [Member] | ||
Derivative liability Beginning Balance | 58 | 714,401 |
Derivative Liability Recorded on New Instruments | ||
Elimination of Liability on Conversion | (1,266,795) | |
(Gain) on Settlement of Debt | ||
Change in Fair Value at Year End | (58) | 552,452 |
Derivative liability, ending balance | 58 | |
Conversion Feature [Member] | ||
Derivative liability Beginning Balance | 324,474 | 3,520,615 |
Derivative Liability Recorded on New Instruments | 99,661 | 6,150,026 |
Elimination of Liability on Conversion | (10,381,138) | |
(Gain) on Settlement of Debt | (15,704) | (656,930) |
Change in Fair Value at Year End | (408,431) | 1,691,901 |
Derivative liability, ending balance | $ 324,474 |
Derivative Liability - Schedu47
Derivative Liability - Schedule of Assumptions for Fair Value Determination (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants [Member] | ||
Risk-free interest rate | 1.39% | |
Expected life in years | 2 months 30 days | |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 187.59% | |
Warrants [Member] | Minimum [Member] | ||
Risk-free interest rate | 0.46% | |
Expected life in years | 6 months 10 days | |
Expected volatility | 156.29% | |
Warrants [Member] | Maximum [Member] | ||
Risk-free interest rate | 1.38% | |
Expected life in years | 4 years 29 days | |
Expected volatility | 273.70% | |
Conversion Feature [Member] | ||
Risk-free interest rate | ||
Expected life in years | 0 years | |
Dividend yield | 0.00% | |
Expected volatility | ||
Conversion Feature [Member] | Minimum [Member] | ||
Risk-free interest rate | 0.12% | |
Expected life in years | 4 days | |
Expected volatility | 115.46% | |
Conversion Feature [Member] | Maximum [Member] | ||
Risk-free interest rate | 0.85% | |
Expected life in years | 1 year | |
Expected volatility | 239.93% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Income tax description | The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. | |
US federal corporate tax rate | 21.00% | |
Reduction of net deferred tax assets | $ 3,300,000 | |
Net operating loss carryforwards | $ 26,856,300 | |
Net operating loss carryforwards expiration date description | year 2018 through 2037 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 5,640,000 | $ 8,854,900 |
Depreciation | ||
Related party accrual | 110,600 | 179,400 |
Capital Loss Carryover | 3,400 | 5,500 |
Deferred tax liabilities | ||
Depreciation | (2,100) | (197,200) |
Valuation allowance | (5,751,900) | (8,842,600) |
Net deferred tax asset | ||
Net deferred tax asset |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) | $ (1,347,900) | $ (3,350,700) |
Grant income | (7,100) | |
Depreciation | (700) | (25,300) |
Intangible asset impairment | 12,100 | |
Related party accrual | (100) | (65,900) |
Meals and entertainment | 200 | 1,600 |
Stock for services | 130,300 | 341,300 |
Options expense | 142,600 | 229,600 |
Non-cash interest expense | 946,500 | 1,976,300 |
Other non-deductible expenses | (12,200) | (90,600) |
Valuation allowance | 141,300 | 846,900 |
Income tax expense |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Common stock shares issued | 65,695,213 | 31,743,797 | ||
Common stock shares outstanding | 65,695,213 | 31,743,797 | ||
Reserve split stock | 1:100 reverse stock split | |||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock par value | $ 0.001 | $ 0.001 | ||
Common stock issued for services, value | $ (254,438) | |||
Number of common stock issued for warrants exercise | 30,644 | |||
Convertible debt instrument accrued interest | $ 363,807 | |||
Number of shares issued, value | 309,450 | 70,000 | ||
Gain on extinguishment of debt | 7,018 | |||
Stock issued during period for conversion of shares, value | ||||
Number of shares issued, shares | 3,096,483 | |||
Conversion of debt, shares | 347,400 | 347,400 | ||
Stock based compensation | $ 103,865 | $ 675,324 | ||
Expenses related to vesting of RSU's | 575,011 | $ 0 | ||
Expenses related to RSU's not yet vested | 354,429 | |||
Chief Financial Officer [Member] | ||||
Common stock issued for services | 10,000 | |||
Common stock issued for services, value | $ 54,152 | |||
Third Party and Former Employees [Member] | ||||
Gain on extinguishment of debt | 294,530 | |||
Accrued payroll | 272,164 | |||
Accounts payable | $ 205,283 | |||
Warrant [Member] | ||||
Gain on extinguishment of debt | $ 7,018 | |||
Preferred stock issued for warrants | 2,407,500 | |||
Perferred stock issued for warrants value | $ 407,973 | |||
Derivative liabilities | $ 1,179,710 | |||
Common Stock [Member] | ||||
Common stock issued for services | 2,302,194 | |||
Common stock issued for services, value | $ 2,302 | |||
Number of shares issued, value | ||||
Stock issued during period for conversion of shares, shares | 18,692,500 | 11,180,289 | ||
Stock issued during period for conversion of shares, value | $ 18,693 | $ 11,180 | ||
Number of shares issued, shares | ||||
Common Stock [Member] | Third Party and Former Employees [Member] | ||||
Number of shares issued, shares | 3,096,483 | |||
Series A Preferred Stock [Member] | Third Party and Former Employees [Member] | ||||
Number of shares issued, shares | 160,000 | |||
Settlement of Debt [Member] | ||||
Common stock issued for settlement and conversion of debt | 3,040,239 | 563,523 | ||
Value of common stock issued for settlement and conversion of debt | $ 322,381 | $ 70,863 | ||
Convertible debt instrument accrued interest | 36,479 | |||
Number of shares issued, value | 334,048 | |||
Debt discount | 159,299 | |||
Gain on extinguishment of debt | 21,282 | |||
Additional paid in capital | $ 113,205 | |||
Convertible Notes Payable One [Member] | ||||
Conversion price per share | $ 4.60 | |||
Convertible Notes Payable Two [Member] | ||||
Conversion price per share | 1 | |||
Convertible Notes Payable Three [Member] | ||||
Conversion price per share | $ 1 | |||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock shares authorized | 2,500,000 | 2,500,000 | ||
Preferred stock, liquidation preference per share | $ 5 | |||
Conversion price per share | $ 0.50 | |||
Gross proceeds from preferred stock | $ 5,000,000 | |||
Voting percentage | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred in cash at a price per share of Series A Preferred equal to 100% of the Liquidation Preference. | |||
Redemption percentage | 100.00% | |||
Conversion of debt, shares | 37,906 | |||
Series A Convertible Preferred Stock [Member] | Maximum [Member] | ||||
Preferred stock shares authorized | 5,000,000 | |||
Common Stock [Member] | ||||
Common stock issued for services | 2,302,194 | |||
Common stock issued for services, value | $ 254,438 | |||
Stock issued during period for conversion of shares, shares | 18,692,500 | 11,180,289 | ||
Stock issued during period for conversion of shares, value | $ 4,305,962 | $ 4,828,204 | ||
Series A Preferred Stock [Member] | ||||
Common stock issued for services | 218,000 | |||
Common stock issued for services, value | $ 942,644 | |||
Number of shares issued, value | 1,488,650 | 70,000 | ||
Debt discount | 1,212,503 | |||
Gain on extinguishment of debt | $ 294,530 | $ 771,737 | ||
Stock issued during period for conversion of shares, shares | 1,809,250 | 1,118,024 | ||
Number of shares issued, shares | 627,302 | 46,666 | ||
Stock issued for exercise of warrants | $ 250 | |||
Stock issued for exercise of warrants, shares | 250,000 | |||
Preferred stock issued for warrants | 62,854 | |||
Preferred stock issued for loan fees, shares | 843,699 | |||
Preferred stock issued for loan fees | $ 1,212,503 | |||
Conversion date description | December 15, 2017 to May 9, 2018 | |||
Number of shares issued for finders fee | 30,000 | |||
Value of shares issued for finders fee | $ 162,456 | |||
Series A Preferred Stock [Member] | CEO and CFO [Member] | ||||
Number of shares issued, shares | 183,279 | |||
Accrued payroll | $ 115,587 | |||
Accounts payable | 67,692 | |||
Wages | $ 365,989 | |||
Series A Preferred Stock [Member] | Convertible Notes Payable One [Member] | ||||
Preferred stock issued for loan fees, shares | 37,906 | |||
Preferred stock issued for loan fees | $ 29,156 | |||
Series A Preferred Stock [Member] | Convertible Notes Payable Two [Member] | ||||
Preferred stock issued for loan fees, shares | 347,400 | |||
Preferred stock issued for loan fees | $ 363,807 | |||
Series A Preferred Stock [Member] | Convertible Notes Payable Three [Member] | ||||
Preferred stock issued for loan fees, shares | 47,840 | |||
Preferred stock issued for loan fees | $ 39,904 | |||
Series A Preferred Stock One [Member] | ||||
Convertible debt instrument accrued interest | 59,671 | |||
Gain on extinguishment of debt | $ 144,139 | |||
Conversion of debt, shares | 215,961 | |||
Debt conversion of convertible debt | $ 1,401,760 | |||
Value of preferred stock in exchange | 1,197,950 | |||
Series A Preferred Stock Two [Member] | ||||
Convertible debt instrument accrued interest | 0 | |||
Debt discount | 448,613 | |||
Gain on extinguishment of debt | 24,278 | |||
Derivative liabilities | $ 2,330,154 | |||
Conversion of debt, shares | 473,830 | |||
Debt conversion of convertible debt | $ 2,330,876 | |||
Value of preferred stock in exchange | 473,613 | |||
Series A Preferred Stock Three [Member] | ||||
Convertible debt instrument accrued interest | 50,711 | |||
Debt discount | 814,625 | |||
Gain on extinguishment of debt | 266,358 | |||
Derivative liabilities | $ 8,138,070 | |||
Conversion of debt, shares | 1,460,600 | |||
Debt conversion of convertible debt | $ 8,552,746 | |||
Value of preferred stock in exchange | $ 1,444,950 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Stock Option (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Options Outstanding Beginning Balance | 2,402,500 | 51,350 |
Number of Options granted | 2,370,000 | |
Number of Options exercised | ||
Number of Options expired | (1,180,000) | (18.850) |
Number of Shares Options Outstanding Ending Balance | 1,222,500 | 2,402,500 |
Number of Shares Options Exercisable | 1,097,623 | |
Weighted Average Exercise Price exercised | ||
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 7 years 1 month 13 days | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 2 years 10 months 28 days | 4 years 18 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 2 years 10 months 6 days | |
Aggregate Intrinsic Value Outstanding | ||
Aggregate Intrinsic Value Exercisable | ||
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.81 | $ 15 |
Weighted Average Exercise Price Per Share Options granted | 0.62 | |
Weighted Average Exercise Price Per Share Options exercised | ||
Weighted Average Exercise Price Per Share Options expired | 0.53 | 14.84 |
Weighted Average Exercise Price Per Share Outstanding Ending | 1.08 | 0.81 |
Weighted Average Exercise Price Per Share Exercisable | 1.14 | |
Minimum [Member] | ||
Weighted Average Exercise Price Outstanding Beginning Balance | 0.50 | 12 |
Weighted Average Exercise Price granted | 0.50 | |
Weighted Average Exercise Price exercised | ||
Weighted Average Exercise Price expired | 1 | 0.12 |
Weighted Average Exercise Price Outstanding Ending Balance | 0.50 | 0.50 |
Exercise Price Per Share Exercisable | 0.50 | |
Maximum [Member] | ||
Weighted Average Exercise Price Outstanding Beginning Balance | 15 | 15 |
Weighted Average Exercise Price granted | 1 | |
Weighted Average Exercise Price exercised | ||
Weighted Average Exercise Price expired | 0.50 | 0.15 |
Weighted Average Exercise Price Outstanding Ending Balance | 15 | $ 15 |
Exercise Price Per Share Exercisable | $ 15 |
Stockholders' Equity - Schedu53
Stockholders' Equity - Schedule of Changes in Stock Warrants (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares, Warrants Outstanding Beginning | 3,579,505 | 6,803,503 |
Number of Shares, Warrants granted | 233,334 | |
Number of Shares, Warrants exercised | (202,500) | |
Number of Shares, Warrants expired/cancelled | (3,275,305) | (3,254,832) |
Number of Shares, Warrants Outstanding Ending | 304,200 | 3,579,505 |
Number of Shares, Warrants Exercisable Ending | 304,200 | |
Exercise Price Per Share Warrants granted | ||
Exercise Price Per Share Warrants exercised | ||
Exercise Price Per Share Warrants expired/cancelled | 4.62 | |
Weighted Average Exercise Price Outstanding | 1.19 | |
Exercise Price Per Share Exercisable | $ 1.19 | |
Weighted Average Remaining Contractual Life (in years) Warrants Outstanding, Beginning | 6 months 7 days | 1 year 10 months 25 days |
Weighted Average Remaining Contractual Life (in years) Warrants Outstanding, Warrants Granted | 1 year 8 months 16 days | |
Weighted Average Remaining Contractual Life (in years) Warrants Outstanding Ending | 1 year 2 months 8 days | 6 months 7 days |
Weighted Average Remaining Contractual Life (in years) Warrants Exercisable | 1 year 2 months 8 days | |
Aggregate Intrinsic Value Outstanding | $ 749 | $ 2,052,699 |
Aggregate Intrinsic Value Outstanding | $ 749 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 4.45 | $ 0.81 |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | 0.34 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants exercised | 0.10 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants expired/cancelled | 0.13 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Ending | 2.63 | 4.45 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 2.63 | |
Minimum [Member] | ||
Weighted Average Exercise Price Outstanding | 0.01 | 0.1 |
Exercise Price Per Share Warrants granted | 0.40 | |
Exercise Price Per Share Warrants expired/cancelled | 0.01 | |
Weighted Average Exercise Price Outstanding | 0.01 | |
Maximum [Member] | ||
Weighted Average Exercise Price Outstanding | $ 10 | 10 |
Exercise Price Per Share Warrants granted | 0.1 | |
Exercise Price Per Share Warrants expired/cancelled | 6 | |
Weighted Average Exercise Price Outstanding | $ 10 |
Stockholders' Equity - Schedu54
Stockholders' Equity - Schedule of Changes in Restricted Stock Units (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Shares, RSU's Outstanding Beginning | shares | |
Number of Shares, RSU's Granted | shares | 12,560,000 |
Number of Shares, RSU's Vested | shares | (6,820,000) |
Number of Shares, RSU's Forfeited | shares | |
Number of Shares, RSU's Outstanding Ending | shares | 5,740,000 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Granted | $ / shares | 0.07 |
Weighted Average Grant Date Fair Value, RSU's Vested | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Outstanding Ending | $ / shares | $ 0.07 |
Concentrations of Credit and 55
Concentrations of Credit and Other Risks (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Revenue [Member] | Customer One[Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Revenue [Member] | Customer [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Consulting Revenues [Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Decrease in convertible note payable | $ 322,381 | $ 1,444,950 |
Decrease in offset in debt discount | 159,299 | 814,624 |
Decrease in accrued interest | 36,479 | 110,382 |
Increase in common stock | 3,040 | |
Shares issued in conjunction with the settlement of convertible notes | 196,540 | |
Number of shares issued for reduction of accrued payroll | 387,751 | |
Number of shares issued for reduction of accounts payable | 272,976 | |
Increase in additional paid in capital | 4,287,269 | |
Decrease in preferred stock | 1,809 | |
Decrease in additional paid in capital | 4,304,153 | |
Increase in debt discount for preferred shares issued for loan fees | 1,212,503 | |
Decrease in additional paid in capital for vesting of restricted stock units | 6,820 | |
Increased convertible notes payable and decreased loan from shareholder | 137,000 | |
Increase in debt discount on convertible notes payable | 99,660 | |
Decrease in accrued interest | 121,308 | $ 455,150 |
Increase in related party debt | 51,576 | |
Reclassification of accrued interest | $ 69,732 | |
Number of common stock shares issued for cashless warrants | 30,644 | |
Number of common stock issued for cashless warrants | $ 0 | |
Value of decreased related party convertible notes payable | 473,613 | |
Decrease in debt discount | 448,613 | |
Decrease in derivative liabilities | 10,468,224 | |
Increase in preferred shares | $ 12,431,882 | |
Shares issued in conjunction with the settlement of convertible notes | 2,150,391 | |
Gain loss on extinguishment of debt | $ 7,018 | |
Increase decrease in derivative liabilities | 852,092 | |
Proceeds from shareholder advances a formal convertible note payable | 127,533 | |
Increase in convertible debt discount due to loan fees | 363,807 | |
Increase in derivative liabilities due to loan fees | $ 69,059 | |
Issued shares of common stock in exchange for preferred stock | 11,180,289 | |
Increase in retained earnings | $ 3,237,403 | |
Series A Preferred Stock [Member] | ||
Number of common stock issued for cashless warrants | $ 407,973 | |
Number of shares issued | 62,854 | |
Number of shares issued, value | $ 407,973 | |
Gain loss on extinguishment of debt | $ 294,530 | $ 771,737 |
Number of preferred stock shares issued for loan fees on convertible promissory notes | 433,146 | |
Number of preferred stock issued for loan fees on convertible promissory notes | $ 432,866 | |
Issued shares of common stock in exchange for preferred stock | 1,118,024 | |
Issued shares of common stock in exchange for preferred stock, value | $ 4,828,204 | |
Convertible Notes [Member] | ||
Value of decreased related party convertible notes payable | 473,613 | |
Decrease in debt discount | 809,835 | |
Decrease in derivative liabilities | 1,179,710 | |
Gain loss on extinguishment of debt | 771,737 | |
Increase decrease in derivative liabilities | $ 1,283,448 | |
Common Stock [Member] | ||
Increase in common stock | 18,693 | |
Number of shares issued to extinguish liabilities | 660,727 | |
Issued shares of common stock in exchange for preferred stock | 1,590,801 | |
Preferred Stock [Member] | ||
Number of shares issued to extinguish liabilities | 660,727 | |
Number of preferred stock issued for loan fees | 1,211,659 | |
Paid-In Capital [Member] | ||
Number of shares issued to extinguish liabilities | 660,727 | |
Number of preferred stock issued for loan fees | $ 844 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 31, 2018 | Mar. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Received shareholder loan | $ 137,000 | $ 132,533 | ||
Number of shares issued | 3,096,483 | |||
Series A Preferred Stock [Member] | ||||
Number of shares issued | 627,302 | 46,666 | ||
Subsequent Event [Member] | ||||
Promissory notes issued | $ 32,279 | |||
Maturity date | Jan. 2, 2019 | |||
Accounts payable | $ 32,279 | |||
Received shareholder loan | $ 40,000 | |||
Subsequent Event [Member] | Veterinary Medical Advisory Board [Member] | ||||
Number of shares issued | 10,000 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Number of shares issued | 5,742,000 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||
Number of shares issued | 5,742,000 |