Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VIVOS INC | |
Entity Central Index Key | 1,449,349 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 1,302,950,426 | |
Trading Symbol | RDGL | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 8,317 | |
Prepaid expenses | 11,062 | 6,711 |
Total current assets | 11,062 | 15,028 |
Fixed assets, net of accumulated depreciation | ||
Other assets: | ||
Deposits | 669 | 669 |
Total other assets | 669 | 669 |
Total assets | 11,731 | 15,697 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,013,076 | 840,972 |
Related party payables | 106,833 | 57,297 |
Accrued interest payable | 476,599 | 347,069 |
Payroll liabilities payable | 290,336 | 85,786 |
Derivative liability | 30,059,956 | |
Convertible notes payable, net | 2,328,269 | 2,563,272 |
Loan from shareholder | 50,000 | |
Related party promissory note | 383,771 | 383,771 |
Total current liabilities | 34,708,840 | 4,278,167 |
Total liabilities | 34,708,841 | 4,278,167 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $.001 par value, 20,000,000 shares authorized; 2,770,939 and 3,778,622 shares issued and outstanding, respectively | 2,770 | 3,779 |
Paid in capital, preferred stock | 9,498,134 | 13,547,780 |
Common stock, $.001 par value; 2,000,000,000 shares authorized; 715,255,247 and 65,695,213 shares issued and outstanding, respectively | 715,255 | 65,695 |
Paid in capital | 53,200,468 | 46,408,443 |
Accumulated deficit | (98,113,736) | (64,288,167) |
Total stockholders' equity (deficit) | (34,697,109) | (4,262,470) |
Total liabilities and stockholders' equity (deficit) | $ 11,731 | $ 15,697 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 2,770,939 | 3,778,622 |
Preferred stock, shares outstanding | 2,770,939 | 3,778,622 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 715,255,247 | 65,695,213 |
Common stock, shares outstanding | 715,255,247 | 65,695,213 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,054 | |||
Operating expenses | ||||
Sales and marketing expenses | 750 | 52,620 | 13,700 | 93,870 |
Depreciation and amortization | 1,473 | |||
Professional fees | 16,223 | 211,954 | 231,501 | 642,101 |
Reserved stock units granted | 19,515 | 169,650 | 104,410 | 169,650 |
Stock options granted | 24,283 | 45,400 | 79,582 | |
Payroll expenses | 82,500 | 436,319 | 243,570 | 722,594 |
Research and development | 2,455 | 43,758 | 77,035 | 157,168 |
General and administrative expenses | 15,463 | 23,215 | 49,884 | 83,301 |
Total operating expenses | 136,906 | 961,799 | 765,500 | 1,949,739 |
Operating loss | (136,906) | (961,799) | (765,500) | (1,945,685) |
Non-operating income (expense) | ||||
Interest expense | (60,752) | (527,188) | (5,626,892) | (1,836,279) |
Net gain on sale of assets | 2,800 | |||
Grants received | 17,583 | |||
Net gain (loss) on debt extinguishment | 394,618 | (369,428) | 526,222 | (423,291) |
Gain (loss) on derivative liability | (27,109,374) | 9 | (27,976,982) | 408,488 |
Non-operating income (expense), net | (26,775,508) | (896,607) | (33,060,069) | (1,848,282) |
Income (Loss) before Income Taxes | (26,912,414) | (1,858,406) | (33,825,569) | (3,793,967) |
Income Tax Provision | ||||
Net Income (Loss) | $ (26,912,414) | $ (1,858,406) | $ (33,825,569) | $ (3,793,967) |
Basic and Diluted Income (Loss) per Common Share | $ (0.07) | $ (0.04) | $ (0.19) | $ (0.08) |
Basic and Diluted Weighted average common shares outstanding | 386,361,058 | 52,471,896 | 181,985,090 | 45,777,689 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (33,825,569) | $ (3,793,967) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation of fixed assets | 1,473 | |
Amortization of convertible debt discount | 791,937 | 1,473,205 |
Gain on sale of assets | (2,800) | |
Common stock issued for services | 449 | 250,393 |
Common stock issued for wages | 365,989 | |
Stock options and warrants issued for services | 45,400 | 79,582 |
Reserved stock units issued for services | 104,410 | 169,650 |
New derivatives recorded as loan fees | 4,636,517 | |
(Gain) loss on derivative liability | 27,976,982 | (408,488) |
(Gain) loss on settlement of debt | (526,222) | 423,291 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (4,351) | 5,198 |
Accounts payable | 239,596 | 22,226 |
Accounts payable from related parties | (9,955) | (4,675) |
Payroll liabilities | 204,550 | (67,310) |
Accrued interest | 198,448 | 361,951 |
Net cash used by operating activities | (167,808) | (1,124,282) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sale of fixed assets | 2,800 | |
Net cash from investing activities | 2,800 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments made for loan fees | (101,631) | |
Proceeds from shareholder advances | 50,000 | 137,000 |
Proceeds from related party advances | 59,491 | |
Proceeds from convertible debt | 50,000 | 1,080,334 |
Net cash provided by financing activities | 159,491 | 1,115,703 |
Net increase (decrease) in cash | (8,317) | (5,779) |
Cash, beginning of period | 8,317 | 27,889 |
CASH, END OF PERIOD | 22,110 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed financial statements of Vivos Inc. (the “ Company In April of 2017, the Company filed a Certificate of Merger with the Delaware Division of Corporations in order to merge the Company’s wholly-owned subsidiary, IsoPet Solutions Corporation, with and into the Company. The Company therefore no longer prepares Consolidated Financial Statements. 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. 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 September 30, 2018 and December 31, 2017, the balances reported for cash, prepaid expenses, 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 September 30, 2018: September 30, 2018 Total Level 1 Level 2 Level 3 Liabilities: Derivative Liability $ 30,059,956 $ $ $ 30,059,956 Total Liabilities Measured at Fair Value $ 30,059,956 $ - $ - $ 30,059,956 Derivative Liabilities The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard and Accounting Standards Update 2017-11, which was adopted by the Company effective January 1, 2018. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and with the change in fair value recognized in the statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is removed from the books. Gains or losses on debt extinguishment are recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction are recorded at market value. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Instruments that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings. The Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of each instrument, based on available market data using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. For instruments in default with no remaining time to maturity the Company uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Reclassifications Certain account balances from prior periods have been reclassified in the current period financial statements so as to conform to current period classifications. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2: 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 September 30, 2018, the Company has no cash. There are currently commitments to vendors for products and services purchased, plus, the employment agreements of the CEO and CFO of the Company 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. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 3: FIXED ASSETS Fixed assets consist of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - Depreciation expense for the above fixed assets for the three months ended September 30, 2018 and 2017, respectively, was $0 and $0 and for the nine months ended September 30, 2018 and 2017, respectively, was $0 and $1,473. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4: RELATED PARTY TRANSACTIONS Related Party Convertible Notes Payable In March 2017, the Company combined Outstanding Notes owed to a director and major stockholder, along with $51,576 of accrued interest payable, into one promissory note (the “ Related Party Note Related Party Payables The Company periodically receives advances for operating funds from related parties or has related parties make payments on the Company’s behalf. As a result of these activities the Company had related party payables of $106,833 and $57,297 as of September 30, 2018 and December 31, 2017, respectively. 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. Rent Expenses 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. There was no rental expense for each of the three months ended September 30, 2018 and 2017. Rental expense was $0 and $4,500 for the nine months ended September 30, 2018 and 2017, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5: CONVERTIBLE NOTES PAYABLE As of September 30, 2018 and December 31, 2017 the Company had the following convertible notes outstanding: September 30, 2018 December 31, 2017 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 $ 33,246 $ 45,000 29,218 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 18,396 - 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 $0, 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 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $544,845, respectively 1,631,061 206,812 1,833,310 178,304 May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $147,335, respectively 448,039 56,200 500,703 52,831 May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $25,085, respectively 2,892 27 85,227 15,773 November 2017 $166,666 Note convertible at maturity at a 50% discount to lowest trade price for previous 25 days ($0.0026 at September 30, 2018), with a one-time interest charge of 10%, due April 15, 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $74,662, respectively 142,906 96,667 92,004 16,667 July 2018 $50,000 Note convertible upon a Company capital raise of at least $500,000. Conversion is into same securities as are issued in the capital raise after the total of the principal and interest in increased to 120% of the balance owed including 8% interest. 50,000 668 Penalties on notes in default 8,371 - 7,028 - Total Convertible Notes Payable, Net $ 2,328,269 $ 417,610 $ 2,563,272 $ 316,784 |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Derivative Liability | NOTE 6: DERIVATIVE LIABILITY During the nine months ended September 30, 2018 the Company had certain convertible notes become convertible on a set date at variable conversion rates. Upon becoming convertible the Company bifurcated the embedded conversion feature and recorded a derivative liability at fair value with the offsetting entry recorded in the statement of operations. The activity in the derivative liability account during the nine months ended September 30, 2018 is summarized as follows: Derivative Liability at December 31, 2017 $ - Derivative Liability Recorded 4,636,517 Elimination of Liability on Conversion (2,553,543 ) Change in Fair Value 27,976,982 Derivative Liability at September 30, 2018 $ 30,059,956 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 nine months ended September 30, 2018 the Company used the following assumptions in their Black-Scholes model: Risk-free interest rate 1.62% - 2.59 % Expected life in years 0.11 – 1.10 Dividend yield 0 % Expected volatility 174.46% - 519.42 % |
Common Stock Options and Warran
Common Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Options and Warrants | NOTE 7: COMMON STOCK OPTIONS AND WARRANTS Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, 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 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, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at September 30, 2018 1,222,500 $ 0.50-15 2.16 years $ - $ 1.08 Exercisable at September 30, 2018 1,222,500 $ 0.50-15 2.16 years $ - $ 1.08 During the three and nine months ended September 31, 2018 the Company recognized $0 and $45,400 worth of stock based compensation related to the vesting of its stock options. Common Stock Warrants The following schedule summarizes the changes in the Company’s 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, 2017 304,200 $ 0.40-10 1.19 years $ - $ 2.63 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled 233,733 $ - - $ 0.41 Balance at September 30, 2018 70,467 $ 10 2.25 years $ - $ 10.00 Exercisable at September 30, 2018 70,467 $ 10 2.25 years $ - $ 10.00 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, 2017 5,740,000 $ 0.07 RSU’s granted - $ - RSU’s vested (1,860,000 ) $ - RSU’s forfeited - $ - Balance at September 30, 2018 3,880,000 $ 0.07 During the three and the nine months ended September 30, 2018 the Company recognized $19,515 and $104,410 worth of expense related to the vesting of its RSU’s. As of September 30, 2018, the Company had $250,019 worth of expense yet to be recognized for RSU’s not yet vested. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8: STOCKHOLDERS’ EQUITY Common Stock During the nine months ending September 30, 2018 the Company issued 637,613,204 shares of its common stock valued at $3,240,661 for conversion of convertible debt, 10,000 shares of its common stock valued at $449 for services, 10,076,830 shares of its common stock valued at $4,050,654 for conversions of 1,007,683 shares of Series A Preferred Stock, and 1,860,000 shares of its common stock valued at $1,860 in the form of Restricted Stock Units. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 9: SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ending September 30,2018 the Company had the following non-cash investing and financing activities: ● Exchanged $32,279 of accounts payable for a one year, 18% Promissory note. ● Issued 10,076,830 shares of common stock in exchange for 1,007,683 shares of Series A Preferred stock decreasing preferred stock by $1,008, decreasing paid in capital, preferred stock by $4,049,646, increasing common stock by $10,077, and increasing paid in capital by $4,040,577. ● Increased common stock and decreased paid in capital by $1,860 due to the vesting of restricted stock units. ● Issued 637,613,204 shares of common stock in exchange for convertible note principal of $1,078,274, notes payable principal of $32,279, and accrued interest of $67,553, reducing the derivative liability by $2,553,543. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10: COMMITMENTS AND CONTINGENCIES The Company is continuing work on many avenues to find the money needed to fund operations and provide sufficient funds needed to bring its product to market. The Company entered into an agreement in May 2018 to find accredited investors for funding the Company under which it will pay a 5% finders fee of the gross proceeds for any financing made available to the Company plus common stock shares equal to 5% of the aggregate proceeds divided by the price per share of common stock issued in connection with the financing. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11: SUBSEQUENT EVENTS ● On October 8, 2018 the Company created out of the shares of Preferred Stock, par value $0.001 per share, of the Company, as authorized in Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series B Convertible Preferred Stock,” consisting of Five Million (5,000,000) shares. ● On October 10, 2018 the Company successfully completed the terms of the path forward and restructuring agreement eliminating the remaining outstanding balance on all the secured debentures totaling $2,253,538, converting the debt into Company stock at a fixed conversion price of $.004, resulting in the issuance of 299,821,300 common shares, 251,800 Series A preferred shares, and 2,610,452 Series B preferred shares. These shares will be subject to a restriction on any sales below $.02 through December 31, 2018 and will have volume limitations on any sales below $.01 during the first six months of 2019. ● On October 10, 2018 the Company completed a common stock equity financing through a private placement financing of $738,140 of new cash funding, as well as an additional $1,010,455 from the exchange of bridge notes, past due executive compensation, and certain other liabilities into the private placement. All shares to be issued in the private placement are restricted securities. Under the terms of the private placement, the per share purchase price is $.005 per share resulting in the issuance of 287,168,409 common shares, and 695,302 Series B preferred shares. The private placement purchasers are also to be issued warrants in an amount equal to 50% of the common shares purchased. The warrants have a two-year term and an exercise price of $.01. On October 3, 2018 the Company exchanged 70,547 of Series A preferred for 705,470 of common shares. The Company has evaluated subsequent events through the date of this filing pursuant to ASC Topic 855 and has determined that, except as disclosed herein, there are no additional subsequent events to disclose. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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. |
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 September 30, 2018 and December 31, 2017, the balances reported for cash, prepaid expenses, 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 September 30, 2018: September 30, 2018 Total Level 1 Level 2 Level 3 Liabilities: Derivative Liability $ 30,059,956 $ $ $ 30,059,956 Total Liabilities Measured at Fair Value $ 30,059,956 $ - $ - $ 30,059,956 |
Derivative Liabilities | Derivative Liabilities The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard and Accounting Standards Update 2017-11, which was adopted by the Company effective January 1, 2018. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and with the change in fair value recognized in the statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is removed from the books. Gains or losses on debt extinguishment are recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction are recorded at market value. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Instruments that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings. The Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of each instrument, based on available market data using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. For instruments in default with no remaining time to maturity the Company uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. |
Reclassifications | Reclassifications Certain account balances from prior periods have been reclassified in the current period financial statements so as to conform to current period classifications. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments | Assets and liabilities measured at fair value on a recurring basis were calculated using the Black-Scholes pricing model and are as follows at September 30, 2018: September 30, 2018 Total Level 1 Level 2 Level 3 Liabilities: Derivative Liability $ 30,059,956 $ $ $ 30,059,956 Total Liabilities Measured at Fair Value $ 30,059,956 $ - $ - $ 30,059,956 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | As of September 30, 2018 and December 31, 2017 the Company had the following convertible notes outstanding: September 30, 2018 December 31, 2017 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 $ 33,246 $ 45,000 29,218 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 18,396 - 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 $0, 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 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $544,845, respectively 1,631,061 206,812 1,833,310 178,304 May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $147,335, respectively 448,039 56,200 500,703 52,831 May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a 45% discount to lowest trade price for previous 30 days ($0.0026 at September 30, 2018), 7.5% interest, due May 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $25,085, respectively 2,892 27 85,227 15,773 November 2017 $166,666 Note convertible at maturity at a 50% discount to lowest trade price for previous 25 days ($0.0026 at September 30, 2018), with a one-time interest charge of 10%, due April 15, 2018 therefore in default as of September 30, 2018, net of debt discounts of $0 and $74,662, respectively 142,906 96,667 92,004 16,667 July 2018 $50,000 Note convertible upon a Company capital raise of at least $500,000. Conversion is into same securities as are issued in the capital raise after the total of the principal and interest in increased to 120% of the balance owed including 8% interest. 50,000 668 Penalties on notes in default 8,371 - 7,028 - Total Convertible Notes Payable, Net $ 2,328,269 $ 417,610 $ 2,563,272 $ 316,784 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liability Account Activity | The activity in the derivative liability account during the nine months ended September 30, 2018 is summarized as follows: Derivative Liability at December 31, 2017 $ - Derivative Liability Recorded 4,636,517 Elimination of Liability on Conversion (2,553,543 ) Change in Fair Value 27,976,982 Derivative Liability at September 30, 2018 $ 30,059,956 |
Schedule of Assumptions for Fair Value Determination | During the nine months ended September 30, 2018 the Company used the following assumptions in their Black-Scholes model: Risk-free interest rate 1.62% - 2.59 % Expected life in years 0.11 – 1.10 Dividend yield 0 % Expected volatility 174.46% - 519.42 % |
Common Stock Options and Warr_2
Common Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [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, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at September 30, 2018 1,222,500 $ 0.50-15 2.16 years $ - $ 1.08 Exercisable at September 30, 2018 1,222,500 $ 0.50-15 2.16 years $ - $ 1.08 |
Schedule of Changes in Stock Warrants | The following schedule summarizes the changes in the Company’s 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, 2017 304,200 $ 0.40-10 1.19 years $ - $ 2.63 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled 233,733 $ - - $ 0.41 Balance at September 30, 2018 70,467 $ 10 2.25 years $ - $ 10.00 Exercisable at September 30, 2018 70,467 $ 10 2.25 years $ - $ 10.00 |
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, 2017 5,740,000 $ 0.07 RSU’s granted - $ - RSU’s vested (1,860,000 ) $ - RSU’s forfeited - $ - Balance at September 30, 2018 3,880,000 $ 0.07 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Schedule of Fair Value of Financial Instruments (Details) | Sep. 30, 2018USD ($) |
Fair Value, Measurements, Recurring [Member] | |
Derivative Liability | $ 30,059,956 |
Total Liabilities Measured at Fair Value | 30,059,956 |
Level 1 [Member] | |
Derivative Liability | |
Total Liabilities Measured at Fair Value | |
Level 2 [Member] | |
Derivative Liability | |
Total Liabilities Measured at Fair Value | |
Level 3 [Member] | |
Derivative Liability | 30,059,956 |
Total Liabilities Measured at Fair Value | $ 30,059,956 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Requires funding to maintain current operating activities | $ 1,500,000 | |
Cash on hand | $ 8,317 | |
Minimum [Member] | ||
Capital | 5,000,000 | |
Maximum [Member] | ||
Capital | $ 10,000,000 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0 | $ 0 | $ 1,473 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Net fixed assets | ||
Production Equipment [Member] | ||
Production equipment | 15,182 | 15,182 |
Less accumulated depreciation | (15,182) | (15,182) |
Net fixed assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 09, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued interest payable | $ 417,610 | $ 417,610 | $ 316,784 | |||
Debt conversion, amount converted | $ 3,240,661 | |||||
Debt conversion, shares issued | 637,613,204 | |||||
Related party note | 383,771 | $ 383,771 | 383,771 | |||
Related party payables | 106,833 | $ 106,833 | 57,297 | |||
Expire Date | Apr. 1, 2017 | |||||
Rental expense | $ 4,500 | |||||
Shareholder and Director [Member] | ||||||
Payment of rent | 1,500 | |||||
Rental expense | 0 | |||||
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 | |||||
Accrued payroll | 83,280 | |||||
Wages valued | 166,299 | |||||
Path Forward and Restructuring Agreement [Member] | ||||||
Conversion price per share | $ 0.004 | |||||
Debt conversion, amount converted | $ 500,000 | |||||
Path Forward and Restructuring Agreement [Member] | Series B Preferred Stock [Member] | ||||||
Debt conversion, shares issued | 385,302 | |||||
Path Forward and Restructuring Agreement [Member] | Common Stock [Member] | ||||||
Debt conversion, shares issued | 50,000,000 | |||||
Related Party Note [Member] | ||||||
Accrued interest payable | $ 57,934 | $ 57,934 | $ 29,230 | |||
Director and Major Stockholder [Member] | ||||||
Accrued interest payable | $ 51,576 | |||||
Director and Major Stockholder [Member] | Related Party Note [Member] | ||||||
Related party transaction accrued interest rate | 10.00% | |||||
Note maturity date | May 9, 2018 | |||||
Note maturity date, description | The note holder agreed to an extension of the due date until May 9, 2018 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Principal (net) | $ 2,328,269 | $ 2,563,272 |
Accrued Interest | 417,610 | 316,784 |
Penalties on notes past due principal (net) | 8,371 | 7,028 |
Convertible Notes Payable One [Member] | ||
Principal (net) | 45,000 | 45,000 |
Accrued Interest | 33,246 | 29,218 |
Convertible Notes Payable Two [Member] | ||
Principal (net) | ||
Accrued Interest | 18,396 | 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) | 1,631,061 | 1,833,310 |
Accrued Interest | 206,812 | 178,304 |
Convertible Notes Payable Six [Member] | ||
Principal (net) | 448,039 | 500,703 |
Accrued Interest | 56,200 | 52,831 |
Convertible Notes Payable Seven [Member] | ||
Principal (net) | 2,892 | 85,227 |
Accrued Interest | 27 | 15,773 |
Convertible Notes Payable Eight [Member] | ||
Principal (net) | 142,906 | 92,004 |
Accrued Interest | 96,667 | 16,667 |
Convertible Notes Payable Nine [Member] | ||
Principal (net) | 50,000 | |
Accrued Interest | $ 668 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2018USD ($)Number$ / shares | Dec. 31, 2017USD ($) | |
Convertible Notes Payable One [Member] | ||
Debt principal amount | $ 1,060,000 | |
Debt conversion price per share | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 1 | |
Debt interest rate | 8.00% | |
Debt maturity date description | June 30, 2016 | |
Debt discount | $ 0 | $ 0 |
Convertible Notes Payable Four [Member] | ||
Debt principal amount | $ 345,000 | |
Debt conversion price per share | $ / shares | $ 1 | |
Debt interest rate | 8.00% | |
Debt maturity date description | June 30, 2016 | |
Convertible Notes Payable Five [Member] | ||
Debt principal amount | $ 2,378,155 | |
Debt conversion price per share | $ / shares | $ 0.0026 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 0 | 544,845 |
Debt instrument trading percentage | 45.00% | |
Debt trading days | Number | 30 | |
Convertible Notes Payable Six [Member] | ||
Debt principal amount | $ 820,420 | |
Debt conversion price per share | $ / shares | $ 0.0026 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 0 | 147,335 |
Debt instrument trading percentage | 45.00% | |
Debt trading days | Number | 30 | |
Convertible Notes Payable Seven [Member] | ||
Debt principal amount | $ 110,312 | |
Debt conversion price per share | $ / shares | $ 0.0026 | |
Debt interest rate | 7.50% | |
Debt maturity date description | May 2,018 | |
Debt discount | $ 0 | 25,085 |
Debt instrument trading percentage | 45.00% | |
Debt trading days | Number | 30 | |
Convertible Notes Payable Eight [Member] | ||
Debt principal amount | $ 166,666 | |
Debt conversion price per share | $ / shares | $ 0.0026 | |
Debt interest rate | 10.00% | |
Debt maturity date description | April 15, 2018 | |
Debt discount | $ 0 | $ 74,662 |
Debt instrument trading percentage | 50.00% | |
Debt trading days | Number | 25 | |
Convertible Notes Payable Nine [Member] | ||
Debt principal amount | $ 50,000 | |
Debt interest rate | 8.00% | |
Capital raise amount | $ 500,000 | |
Convertible Notes Payable Nine [Member] | Maximum [Member] | ||
Debt interest rate | 120.00% |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability Account Activity (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative Liability, Beginning balance | |
Derivative Liability Recorded | 4,636,517 |
Elimination of Liability on Conversion | (2,553,543) |
Change in Fair Value | 27,976,982 |
Derivative Liability, Ending balance | $ 30,059,956 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Assumptions for Fair Value Determination (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Risk-free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, percentage | 1.62% |
Risk-free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, percentage | 2.59% |
Expected Term [Member] | Minimum [Member] | |
Fair value assumption, expected term | 1 month 9 days |
Expected Term [Member] | Maximum [Member] | |
Fair value assumption, expected term | 1 year 1 month 6 days |
Dividend Yield [Member] | |
Fair value assumptions, percentage | 0.00% |
Expected Volatility [Member] | Minimum [Member] | |
Fair value assumptions, percentage | 174.46% |
Expected Volatility [Member] | Maximum [Member] | |
Fair value assumptions, percentage | 519.42% |
Common Stock Options and Warr_3
Common Stock Options and Warrants (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Common Stock Option [Member] | ||
Stock based compensation | $ 0 | $ 45,400 |
Restricted Stock Units [Member] | ||
Restricted stock expense | 19,515 | 104,410 |
Stock options expense yet to be recognized | $ 250,019 | $ 250,019 |
Common Stock Options and Warr_4
Common Stock Options and Warrants - Schedule of Changes in Stock Option (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares Options Outstanding Beginning Balance | shares | 1,222,500 |
Number of Options granted | shares | |
Number of Options exercised | shares | |
Number of Options expired | shares | |
Number of Shares Options Outstanding Ending Balance | shares | 1,222,500 |
Number of Shares Options Exercisable | shares | 1,222,500 |
Weighted Average Exercise Price granted | |
Weighted Average Exercise Price exercised | |
Weighted Average Exercise Price expired | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 2 years 10 months 28 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 2 years 1 month 27 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 2 years 1 month 27 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Aggregate Intrinsic Value Outstanding Ending | $ | |
Aggregate Intrinsic Value Exercisable | $ | |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 1.08 |
Weighted Average Exercise Price Per Share Options granted | |
Weighted Average Exercise Price Per Share Options exercised | |
Weighted Average Exercise Price Per Share Options expired | |
Weighted Average Exercise Price Per Share Outstanding Ending | 1.08 |
Weighted Average Exercise Price Per Share Exercisable | 1.08 |
Minimum [Member] | |
Weighted Average Exercise Price Outstanding Beginning Balance | 0.50 |
Weighted Average Exercise Price granted | |
Weighted Average Exercise Price exercised | |
Weighted Average Exercise Price expired | |
Weighted Average Exercise Price Outstanding Ending Balance | 0.50 |
Exercise Price Per Share Exercisable | 0.50 |
Maximum [Member] | |
Weighted Average Exercise Price Outstanding Beginning Balance | 15 |
Weighted Average Exercise Price granted | |
Weighted Average Exercise Price exercised | |
Weighted Average Exercise Price expired | |
Weighted Average Exercise Price Outstanding Ending Balance | 15 |
Exercise Price Per Share Exercisable | $ 15 |
Common Stock Options and Warr_5
Common Stock Options and Warrants - Schedule of Changes in Stock Warrants (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares, Warrants Outstanding Beginning | shares | 304,200 |
Number of Shares, Warrants granted | shares | |
Number of Shares, Warrants exercised | shares | |
Number of Shares, Warrants expired/cancelled | shares | 233,733 |
Number of Shares, Warrants Outstanding Ending | shares | 70,467 |
Number of Shares, Warrants Exercisable Ending | shares | 70,467 |
Exercise Price Per Share Warrants granted | |
Exercise Price Per Share Warrants exercised | |
Exercise Price Per Share Warrants expired/cancelled | |
Weighted Average Exercise Price Outstanding | 10 |
Exercise Price Per Share Exercisable | $ 10 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 2 months 8 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 2 months 30 days |
Weighted Average Remaining Contractual Life Warrants Exercisable | 2 years 2 months 30 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Aggregate Intrinsic Value Outstanding Ending | $ | |
Aggregate Intrinsic Value Exercisable | $ | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 2.63 |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | |
Weighted Average Exercise Price Per Share Exercise Price Warrants exercised | |
Weighted Average Exercise Price Per Share Exercise Price Warrants expired/cancelled | 0.41 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Ending | 10 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 10 |
Minimum [Member] | |
Warrants outstanding Exercise Price Per Share Beginning | 0.40 |
Exercise Price Per Share Warrants expired/cancelled | |
Maximum [Member] | |
Warrants outstanding Exercise Price Per Share Beginning | 10 |
Exercise Price Per Share Warrants expired/cancelled |
Common Stock Options and Warr_6
Common Stock Options and Warrants - Schedule of Changes in Restricted Stock Units (Details) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Shares, RSU's Outstanding Beginning | shares | 5,740,000 |
Number of Shares, RSU's Granted | shares | |
Number of Shares, RSU's Vested | shares | (1,860,000) |
Number of Shares, RSU's Forfeited | shares | |
Number of Shares, RSU's Outstanding Ending | shares | 3,880,000 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ / shares | $ 0.07 |
Weighted Average Grant Date Fair Value, RSU's Granted | $ / shares | |
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 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Number of shares issued for conversion of convertible debt | 637,613,204 |
Number of shares issued for conversion of convertible debt, amount | $ | $ 3,240,661 |
Restricted Stock Units [Member] | |
Number of stock issued during period | 1,860,000 |
Value of stock issued during period | $ | $ 1,860 |
Common Stock [Member] | |
Common stock issued for services | 10,000 |
Common stock issued for services, value | $ | $ 449 |
Number of common shares issued for conversion of preferred stock | 10,076,830 |
Series A Preferred Stock [Member] | |
Number of common shares issued for conversion of preferred stock | 1,007,683 |
Number of common shares issued for conversion of preferred stock, value | $ | $ 4,050,654 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Issued shares of common stock in exchange for preferred stock | shares | 10,076,830 |
Decrease in preferred stock | $ 1,008 |
Decrease in capital and preferred stock | 4,049,646 |
Increase in common stock | 10,077 |
Increase in additional paid in capital | $ 4,040,577 |
Number of shares issued to exchange convertible note principal | shares | 637,613,204 |
Convertible notes payable | $ 1,078,274 |
Notes payable | 32,279 |
Accrued interest | 67,553 |
Reducing derivative liability | 2,553,543 |
Restricted Stock Units [Member] | |
Increased common stock and decreased in capital | $ 1,860 |
Series A Preferred Stock [Member] | |
Number of shares exchanged | shares | 1,007,683 |
Promissory Note [Member] | |
Exchanged accounts payable | $ 32,279 |
Debt interest rate | 18.00% |
Debt maturity date description | Accounts payable for a one year |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2018 | |
Employee [Member] | |
Investors funding, description | The Company under which it will pay a 5% finders fee of the gross proceeds for any financing made available to the Company plus common stock shares equal to 5% of the aggregate proceeds divided by the price per share of common stock issued in connection with the financing. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 10, 2018 | Oct. 03, 2018 | Sep. 30, 2018 | Oct. 08, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock issued for conversion of debt, shares | 637,613,204 | ||||
Subsequent Event [Member] | |||||
Preferred stock, par value | $ 0.001 | ||||
Preferred stock, shares authorized | 5,000,000 | ||||
Secured debentures | $ 2,253,538 | ||||
Conversion price per share | $ 0.004 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Warrant term | 2 years | ||||
Warrants exercise price | $ 0.01 | ||||
Subsequent Event [Member] | Bridge Notes [Member] | Private Placement [Member] | |||||
Sales price per share | $ 0.005 | ||||
Common stock equity funding, amount | $ 738,140 | ||||
Stock issued during period, private placement | $ 1,010,455 | ||||
Common stock purchased, percentage | 50.00% | ||||
Subsequent Event [Member] | December 31, 2018 [Member] | |||||
Sales price per share | $ 0.02 | ||||
Subsequent Event [Member] | June 31, 2019 [Member] | |||||
Sales price per share | $ 0.01 | ||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||
Common stock issued for conversion of debt, shares | 251,800 | 70,547 | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
Common stock issued for conversion of debt, shares | 2,610,452 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | |||||
Stock issued during period, private placement, shares | 695,302 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Common stock issued for conversion of debt, shares | 299,821,300 | 705,470 | |||
Subsequent Event [Member] | Common Stock [Member] | Private Placement [Member] | |||||
Stock issued during period, private placement, shares | 287,168,409 |