Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | ADVANCED MEDICAL ISOTOPE Corp | ||
Entity Central Index Key | 1,449,349 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 7,280,000 | ||
Entity Common Stock, Shares Outstanding | 37,541,697 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 27,889 | $ 179,032 |
Prepaid expenses | 11,990 | 26,211 |
Inventory | 0 | 8,475 |
Total current assets | 39,879 | 213,718 |
Fixed assets, net of accumulated depreciation | 1,473 | 4,420 |
Other assets: | ||
License fees, net of amortization | 0 | 0 |
Patents and intellectual property | 0 | 35,482 |
Deposits | 644 | 644 |
Total other assets | 644 | 36,126 |
Total assets | 41,996 | 254,264 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,137,086 | 1,182,112 |
Related party accounts payable | 109,718 | 102,647 |
Accrued interest payable | 114,755 | 229,246 |
Payroll liabilities payable | 499,502 | 298,900 |
Convertible notes payable, net | 544,508 | 1,788,384 |
Derivative liability | 324,532 | 4,235,016 |
Related party promissory note | 332,195 | 1,280,450 |
Liability for lack of authorized shares | 0 | 852,091 |
Total current liabilities | 3,062,296 | 9,968,846 |
Total liabilities | 3,062,296 | 9,968,846 |
Commitments and contingencies | ||
MEZZANINE EQUITY | ||
Preferred stock, $.001 par value, 20,000,000 shares of authorized Series A preferred stock, $.001 par value, 2,5005,000 ,000 Series A shares authorized; 3,773,592 and 1,627,000 - shares issued and outstanding, respectively | 14,144,571 | 4,617,052 |
Total mezzanine equity | 14,144,571 | 4,617,052 |
Stockholders’ equity (deficit): | ||
Common stock, $.001 par value; 2,000,000,000 shares authorized; 31,743,797 and 19,969,341 shares issued and outstanding, respectively | 31,744 | 19,969 |
Paid in capital | 40,672,825 | 33,662,942 |
Accumulated deficit | (57,869,440) | (48,014,545) |
Total stockholders’ equity (deficit) | (17,164,871) | (14,331,634) |
Total liabilities and stockholders’ equity (deficit) | $ 41,996 | $ 254,264 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 31,743,797 | 19,969,341 |
Common stock, outstanding | 31,743,797 | 19,969,341 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 2,500,000 | 2,500,000 |
Preferred stock, issued | 3,773,592 | 1,627,000 |
Preferred stock, outstanding | 3,773,592 | 1,627,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Consulting Revenues | $ 8,108 | $ 24,108 |
Operating expenses | ||
Cost of materials | 0 | 474 |
Sales and marketing expenses | 284,138 | 0 |
Depreciation and amortization expense | 2,947 | 5,672 |
Professional fees | 2,068,796 | 741,375 |
Stock based compensation | 675,324 | 80,635 |
Payroll expenses | 652,877 | 679,259 |
Research and development | 328,026 | 149,650 |
General and administrative expenses | 432,470 | 408,306 |
Total operating expenses | 4,444,578 | 2,065,371 |
Operating loss | (4,436,470) | (2,041,263) |
Non-operating income (expense): | ||
Interest expense | (6,259,467) | (3,196,153) |
Gain on settlement of debt | 3,108,342 | 3,562,067 |
Grant income | 21,010 | 21,010 |
Gain (loss) on derivative liability | (2,244,353) | 7,887,025 |
Loss on impaired assets | (43,957) | 0 |
Non-operating income (expense), net | (5,418,425) | 8,273,949 |
Income (loss) before income taxes | (9,854,895) | 6,232,686 |
Income tax provision | 0 | 0 |
Net income (loss) | $ (9,854,895) | $ 6,232,686 |
Earnings (loss) per common share | $ (0.46) | $ 0.34 |
Weighted average number of common shares outstanding | 21,497,069 | 18,505,467 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 17,053,825 | $ 34,068,009 | $ (54,247,231) | $ (20,162,168) |
Balance, shares at Dec. 31, 2014 | 17,054 | |||
Common stock issued for: Exercise of options and warrants | $ 1,995 | $ (1,995) | $ 0 | $ 0 |
Common stock issued for: Exercise of options and warrants, shares | 1,995,000 | |||
Common stock issued for: Loan fees on convertible debt | $ 43,326 | |||
Common stock issued for: Loan fees on convertible debt, shares | 43 | 6,344 | 0 | 6,387 |
Common stock issued for: Conversion of debt | $ 920 | $ 108,892 | $ 0 | $ 109,812 |
Common stock issued for: Conversion of debt, shares | 920,516 | |||
Classified to liability due to lack of authorized shares | $ (43) | (598,943) | 0 | (598,986) |
Classified to liability due to lack of authorized shares, shares | (43,326) | |||
Options and warrants issued for services | 80,635 | 80,635 | ||
Net gain (loss) | 6,232,686 | 6,232,686 | ||
Balance at Dec. 31, 2015 | $ 19,969 | 33,662,942 | (48,014,545) | (14,331,634) |
Balance, shares at Dec. 31, 2015 | 19,969,341 | |||
Common stock issued for: Exercise of options and warrants | $ 31 | (31) | 0 | 0 |
Common stock issued for: Exercise of options and warrants, shares | 30,644 | |||
Common stock issued for: Settlement of debt | $ 564 | 70,299 | 70,863 | |
Common stock issued for: Settlement of debt, shares | 563,523 | |||
Common stock issued for: Conversion of preferred stock | $ 11,180 | 4,817,024 | 4,828,204 | |
Common stock issued for: Conversion of preferred stock, shares | 11,180,289 | |||
Classified to liability due to lack of authorized shares | 852,092 | 852,092 | ||
Options and warrants issued for services | 1,270,499 | 675,324 | ||
Net gain (loss) | (9,854,895) | (9,854,895) | ||
Balance at Dec. 31, 2016 | $ 31,744 | $ 40,672,825 | $ (57,869,440) | $ (17,164,871) |
Balance, shares at Dec. 31, 2016 | 31,743,797 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (9,854,895) | $ 6,232,686 |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Depreciation of fixed assets | 2,947 | 4,333 |
Amortization of licenses and intangible assets | 0 | 1,339 |
Amortization of convertible debt discount | 604,042 | 1,080,771 |
Amortization of prepaid expenses paid with stock | (2,500) | 0 |
Amortization of debt issuance costs | 0 | 13,917 |
(Gain) loss on derivative liability | 2,244,353 | (7,887,025) |
(Gain) on settlement of debt | (3,108,342) | (3,562,067) |
Loss on impaired assets | 43,957 | 0 |
Preferred stock issued for services | 1,003,814 | 334,880 |
Preferred stock issued for loan fees | 162,456 | 527,325 |
Stock options and warrants issued for services | 1,270,499 | 80,635 |
New derivatives recorded as loan fees | 4,935,638 | 0 |
Penalties on notes payable | 0 | 1,148,997 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 16,721 | (4,501) |
Accounts payable | 102,954 | 151,607 |
Payroll liabilities | 200,602 | 252,240 |
Accrued interest | 451,041 | 431,758 |
Net cash used by operating activities | (1,926,713) | (1,193,105) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on capital lease | 0 | (39,481) |
Proceeds from convertible note | 1,273,534 | 1,666,415 |
Proceeds from related party notes | 723,308 | 0 |
Proceeds from shareholder advances | 132,533 | 0 |
Proceeds from warrant exercised for preferred stock | 250 | 0 |
Proceeds from sale of preferred stock | 70,000 | 0 |
Payments on convertible debt | (419,055) | 0 |
Payments on shareholder advances | (5,000) | 0 |
Payments on short term debt | 0 | (255,000) |
Net cash provided by financing activities | 1,775,570 | 1,371,934 |
Net increase in cash | (151,143) | 178,829 |
Cash, beginning of period | 179,032 | 203 |
CASH, END OF PERIOD | 27,889 | 179,032 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 105,758 | 9,920 |
Cash paid for income taxes | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Business Overview In September of 2006, the Company began operating as Advanced Medical Isotope Corporation (the “ Company Our principal place of business is 1021 N Kellogg Street, Kennewick, Washington, 99336. Our telephone number is (509) 736-4000. Our corporate website address is http://www.isotopeworld.com. Our common stock is currently listed for quotation on the OTC Pink Marketplace under the symbol “ADMD.” The Company is a late stage 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 Food and Drug Administration (“ FDA de novo In previous FDA submittals, the Company proposed applying RadioGel™ for a very broad range of cancer therapies, referred to as Indication for Use. The FDA has requested that the Company reduce its Indications for Use. To comply with that request, the Company has expanded its Medical Advisory Board (“ MAB The MAB selected eighteen applications for RadioGel™, each of which meet the criteria described above. This large number confirms the wide applicability of the device and defines the path for future business growth. The Company intends to apply to the FDA for a single Indication for Use, followed by subsequent applications for additional Indications for Use. The initial application should facilitate each subsequent application, and the testing for many of the subsequent applications could be conducted in parallel, depending on available resources. The MAB selected the treatment of basal cell and squamous cell skin cancers for the first Indication for Use to be submitted to the FDA. According to the American Cancer Society, one out of every three new cancers diagnosed in the U.S. is a cancerous skin lesion of this type, representing 5.5 million tumors diagnosed annually. The MAB believes RadioGel™ has the potential to be the preferred treatment in a reasonable number of cases in a very large market. The Company’s, IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market. The Company has engaged four different university veterinarian hospitals to begin using RadioGel™ for treatment of four different cancer types in dogs and cats. Washington State University Veterinary Hospital has tested one cat to demonstrate the procedures and the absence of any significant toxicity effect. The other three centers are expected to begin therapy during the second quarter of 2017 after their internal administrative review process is completed. 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. In 2018, Dr. Alice Villalobos, the Chair of our Veterinarian Advisory Board, will be the first licensee of these therapies in her private clinic to demonstrate the business model. The Company anticipates that future profit will be derived from direct sales of RadioGel™ and related services, and from licensing to private medical and veterinary clinics in the U.S. and internationally. 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, 2016 the Company has $27,889 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, 2016 | |
Accounting Policies [Abstract] | |
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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Advanced Medical Isotope Corporation and its wholly-owned subsidiary IsoPet Solutions Corporation (“ Iso-Pet Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these audited consolidated 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, 2016 and December 31, 2015, 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, 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 Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2015: Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Liability for lack of authorized shares 852,091 - - 852,091 Derivative Liability 4,235,016 - - 4,235,016 Total Liabilities Measured at Fair Value $ 5,087,107 $ - $ - $ 5,087,107 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 $10,000 investment in 2010 for an exclusive license with Battelle Memorial Institute regarding its technology for the production of a Brachytherapy seed. In August 2010 the Company entered into a License Agreement for the Patent Rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. This Agreement calls for a $10,000 nonrefundable fee upon execution, a royalty agreement on sales and on funds received from any sublicenses. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight-line basis over a three-year life. Additionally the Agreement calls for a minimum annual fee. The Company agreed for a mutual termination of this license effective December 31, 2016 and that the $25,000 minimum annual fee for 2016 due January 2017 would not be owed. The Company was carrying $35,482 in patent costs relating to this license, which was written off as impaired assets during the twelve months ended December 31, 2016. The Company still has a $7,026 balance owed for patent expense accrued during 2016. Calendar Year Minimum Royalties per Calendar Year 2010 $ - 2011 $ - 2012 $ 2,500 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 and each calendar year thereafter $ 25,000 (4) (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) No longer owed due to termination of license agreement effective December 31, 2016 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 and each calendar year thereafter $ 25,000 (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. 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. Amortization of license fees was $0, and $1,339 for the years ended December 31, 2016, and 2015, respectively. 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, 2016 and December 31, 2015 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 September 1, 2015, the Company received notification it had been awarded from Washington State University, $42,019 grant funds from the sub-award project entitled “Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors”. The Company received $21,010 and $21,009 of the grand award in the twelve months ended December 31, 2016 and 2015, respectively. 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. However, since the Company does not have sufficient authorized shares of common stock, we did not include these in our calculation. Securities, all of which represent common stock equivalents, that could be dilutive in the future as of December 31, 2016 and 2015, are as follows: December 31, 2016 December 31, 2015 Convertible debt 6,441,644 7,848,421 Preferred stock 37,735,920 16,270,000 Common stock options 2,402,500 51,350 Common stock warrants 3,579,505 6,791,003 Total potential dilutive securities 50,159,569 30,960,774 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 $328,026 and $149,650 research and development costs for the years ended December 31, 2016, and 2015, 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, 2016, and 2015 were $0 and $14,800, respectively. During the twelve months ended December 31, 2016 and 2015, the Company incurred $284,138 and $0, 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. 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, and Delaware. The Company did not have any tax expense for the years ended December 31, 2016 and 2015. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2016 and 2015. 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, 2016 and 2015, 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. 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. Reclassifications Certain prior-year amounts have been reclassified to conform with current year’s presentation. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed assets consist of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Production equipment $ 15,182 $ 1,938,532 Building - 446,772 Leasehold improvements - 3,235 Office equipment 14,594 32,769 29,776 2,421,308 Less accumulated depreciation (28,303 ) (2,416,888 ) $ 1,473 $ 4,420 Depreciation expense for the above fixed assets for the years ended December 31, 2016 and 2015, respectively, was $2,947 and $4,332. 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 of the equipment written off during the year ended December 31, 2016 had been fully depreciated. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following at December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 License Fee $ 112,500 $ 112,500 Less accumulated amortization (112,500 ) (112,500 ) - - Patents and intellectual property - 35,482 $ - $ 35,482 Amortization expense for the above intangible assets for the years ended December 31, 2016 and 2015, respectively, was $0 and $1,339. |
Debt Issuance Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Debt Issuance Costs | During the years ending December 31, 2016 and 2015, the Company paid $0 and $5,000, respectively, in cash for debt arrangements. The Company amortizes debt issuance costs on a straight-line basis over the life of the debt arrangements and recognized $0, and $18,917, during the years ending December 31, 2016, and 2015, respectively. During the twelve months ending December 31, 2016 and 2015 the Company had the following activity in their debt issuance cost account: Debt issuance costs at December 31, 2014 $ 13,917 Cash paid as fees for debt arrangements 5,000 Amortization of debt issuance costs (18,917 ) Debt issuance costs at December 31, 2015 - Cash paid as fees for debt arrangements - Amortization of debt issuance costs - Debt issuance costs at December 31, 2016 $ - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Promissory Notes As of December 31, 2016 and 2015, the Company had the following related party promissory notes outstanding: December 31, 2016 December 31, 2015 Principal (net) Accrued Interest Principal (net) Accrued Interest September 2015 $1,055,535 Note, 8% interest, due on demand after March 2017 $ - $ - $ 1,055,535 27,299 September 2015 $142,415 Note, 10% interest, due May 2016 - - 142,415 4,669 October 2015 $82,500 Note, 10% interest due October 2016 82,500 10,239 82,500 1,966 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 - - Total Convertible Notes Payable, Net $ 332,195 $ 26,949 $ 1,280,450 $ 33,934 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. During the year ending December 31, 2015 the Company received proceeds from new related party promissory notes of $224,915. Additionally, in September of 2015 multiple convertible notes were rolled in together for a total new non-convertible promissory note of $1,055,532. 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 During the year ending December 31, 2015, the Company received proceeds from new related party convertible notes of $156,500. Of that $156,500, $113,500 was convertible at a fixed rate and $43,000 was convertible at a variable rate. The new related party convertible notes of $113,500 were convertible into the Company’s common stock at $0.001 per share. The convertible notes were issued with 43,326 shares of common stock (see Note 11), therefore the Company recorded debt discounts at inception of $4,896 to allocate the convertible note proceeds to the common stock. In September of 2015, the $113,500 of new convertible notes were rolled in together with multiple other notes for a total new promissory note of $1,055,532 which was not convertible. The $4,896 of debt discounts were fully amortized prior to the convertible notes being rolled into the promissory note. The new related party convertible notes of $43,000 were issued with 3,440 shares of Series A preferred stock as loan fees valued at $17,401 (see Note 11). Each of these related party convertible notes have a conversion rate that is variable, therefore the Company has accounted for such conversion features as derivative instruments (see Note 9). As a result of recording the preferred stock and the derivative liabilities at note inception , the Company increased the debt discount recorded on these convertible notes by $43,000 and recorded $17,401 in additional interest expense. During the year ending December 31, 2016 the Company recorded amortization of $43,000 on these related party convertible note debt discounts and recorded conversions of $43,000 for related party note principal. During the year ending December 31, 2015 the Company recorded additional conversions of $3,638,566 of note principal and amortization of $6,328 of debt discounts for related party convertible notes that had been outstanding as of December 31, 2014. As a result of all related party convertible notes being rolled into a non-convertible promissory note or converted during the year ending December 31, 2015 the related party convertible notes payable balance was $0 as of December 31, 2015. Preferred Shares Issued to Officers During 2016, the Company issued 10,000 shares of its Series A Preferred to its CFO, representing $54,152, for services (see Note 11). During 2015, the Company issued the CEO and CFO a combined total of 175,000 shares of Series A Preferred in exchange for a combined total of $262,500 of accrued and unpaid wages (see Note 11). 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 rents office space from a significant shareholder and director of the Company on a month-to-month basis with a monthly payment of $1,500. Rental expense for the years ended December 31, 2016 and 2015 consisted of the following: Year ended December 31, 2016 Year ended December 31, 2015 Office and warehouse space $ 40,000 $ 155,306 Corporate office 18,000 18,000 Total Rental Expense $ 58,000 $ 173,306 |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Capital Lease Obligations | During September 2007, the Company obtained two master lease agreements for $1,875,000 and $631,000, with interest on both leases accruing at 8.6% annually, secured by equipment and personal guarantee of two of the major stockholders. These long-term agreements shall be deemed capital lease obligations for purposes of financial statement reporting. The purpose of the lease is to acquire a Pulsar 10.5 PET Isotope Production System plus ancillary equipment. This capital lease and its resulting obligation is recorded at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any portion of the payments representing taxes to be paid by the Company. This amount does not exceed the fair value of the leased property at the lease inception, so the recorded amount is the fair value. The lease requires the Company to maintain a minimum debt service coverage ratio of 1:1 measured at fiscal year-end. Non-compliance with this provision shall constitute a default and guarantors must contribute capital sufficient to fund any deficit in the debt service coverage ratio. The Company fully paid this capital lease obligations during the twelve months ending December 31, 2015; however there is an ongoing dispute with the lessor as the Company believes it has overpaid its lease obligations. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable | |
Convertible Notes Payable | As of December 31, 2016 and 2015, the Company had the following convertible notes outstanding: December 31, 2016 December 31, 2015 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 $ 95,000 $ 50,365 $ 165,000 69,712 January 2014 $50,000 Note convertible into common stock at a variable conversion price, 8% interest, due January 2015 - - 50,000 7,682 January 2014 $55,500 Note convertible into common stock at a variable conversion price, 10% interest, due October 2014 - - 10,990 5,457 February 2014 $46,080 Note convertible into common stock at a variable conversion price, 10% interest, due February 2015 - - - 2,358 February 2014 $27,800 Note convertible into common stock at a variable conversion price, 10% one-time interest, due February 2015 - - 20,000 - March 2014 $50,000 Note convertible into common stock at a variable conversion price, 10% interest, due March 2015 - - 36,961 6,572 March 2014 $165,000 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 61,301 24,109 April 2014 $32,000 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 22,042 3,034 April 2014 $46,080 Note convertible into common stock at a variable conversion price, 10% interest due April 2015 - - 5,419 4,608 May 2014 $55,000 Note convertible into common stock at a variable conversion price, 12% interest, due May 2015 - - 25,000 1,836 June 2014 $28,800 Note convertible into common stock at a variable conversion price, 10% interest due June 2015 - - 28,800 2,880 June 2014 $40,000 Note convertible into common stock at a variable conversion price, 10% interest, due June 2015 - - 40,000 6,049 June 2014 $40,000 Note convertible into common stock at a variable conversion price, 10% interest, due June 2015 - - 38,689 5,851 June 2014 $56,092 Note convertible into common stock at a variable conversion price, 16% interest, due July 2015 - - 56,092 13,462 July 2014 $37,500 Note convertible into common stock at a variable conversion price, 12% interest, due July 2015 - - 37,015 6,377 August 2014 $36,750 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 36,750 5,538 August 2014 $33,500 Note convertible into common stock at a variable conversion price, 4% interest, due February 2015 - - 33,500 - September 2014 $37,500 Note convertible into common stock at a variable conversion price, 12% interest, due September 2015 - - 36,263 5,576 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 18,264 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 52,087 2,519 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 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 - - Penalties on notes in default 11,066 - 1,032,475 - Total Convertible Notes Payable, Net $ 544,508 $ 86,752 $ 1,788,384 $ 191,884 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 9). 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. During the year ending December 31, 2015, the Company received proceeds from new convertible notes of $1,285,000, recorded default penalties on new convertible notes of $116,521, and recorded original issue discounts of $5,000, which also increased the debt discounts recorded on the convertible notes. The Company recorded $255,000 of payments on their convertible notes conversions of $584,700 of convertible note principal, a total loss on settlement of $967,038 representing the write-off of convertible note principal, and $3,035 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 9). As a result of recording derivative liabilities at note inception, the Company has increased the debt discount recorded on their convertible notes by $1,285,000 during the year ending December 31, 2015. The Company also recorded amortization of $1,031,443 on their convertible note debt discounts . |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Derivative Liability | During the years ending December 31, 2016 and 2015, the Company had the following activity in their derivative liability account: Warrants Conversion Feature Total Derivative Liability at December 31, 2014 1,263,929 10,238,451 11,502.380 Derivative Liability Recorded on New Instruments - 698,705 698,705 Elimination of Liability on Conversion - (79,044 ) (79,044 ) Change in Fair Value (549,528 ) (7,337,497 ) (7,887,025 ) 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 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 year ending December 31, 2016, and 2015, the Company used the following assumptions in their Black-Scholes model: December 31, 2016 December 31, 2015 Warrants Conversion Feature Warrants Conversion Feature Risk-free interest rate 0.46% - 1.38% 0.12% - 0.85% 0.65% - 1.31% 0.02% - 0.25% Expected life in years 0.53 - 4.08 0.01 - 1.00 0.70 - 4.00 0.07 - 0.94 Dividend yield 0% 0% 0% 0% Expected volatility 156.29% - 273.70% 115.46% - 239.93% 197.83% - 263.33% 279.01% - 555.60% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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, 2016 and 2015: December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss carryover $ 8,854,900 $ 8,007,900 Depreciation - 247,900 Related party accrual 179,400 113,400 Capital Loss Carryover 5,500 5,500 Deferred tax liabilities Depreciation (197,200 ) - Valuation allowance (8,842,600 ) (8,374,700 ) 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, 2016 and 2015 due to the following: December 31, 2016 December 31, 2015 Book income (loss) $ (3,350,700 ) $ 2,119,100 Grant income (7,100 ) (7,100 ) Depreciation (25,300 ) (41,500 ) Intangible asset impairment 12,100 - Related party accrual 65,900 (516,100 ) Meals and entertainment 1,600 1,600 Stock for services 341,300 113,900 Options expense 229,600 9,700 Non-cash interest expense 1,976,300 581,500 Other non-deductable expenses (90,600 ) (3,112,100 ) Valuation allowance 846,900 851,000 Income tax expense $ - $ - At December 31, 2016, the Company had net operating loss carryforwards of approximately $26,043,700 that may be offset against future taxable income from the year 2017 through 2036. 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, 2016, 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 2013. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | As of December 31, 2016 and 2015, 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. Effective June of 2015, the Board of Directors designated the Series A Preferred as a new series of preferred stock. As of December 31, 2016 and 2015, the Company has 5,000,000 shares of Series A Preferred authorized, with a par value of $0.001, and as of December 31, 2016 and 2015, the Company has 3,773,592 and 1,627,000 shares issued and outstanding, respectively. Each Series A Preferred share is convertible into shares of the Company’s common stock at a conversion price of $0.50 per share, subject to adjustment. Each holder of Series A Preferred is entitled to the equivalent of five votes for every conversion share, where the conversion shares are the number of common stock the Series A Preferred would be convertible into. The holders of the Series A Preferred have a liquidation preference equal to $5.00 per share. The Company has 2,000,000,000 shares of common stock authorized, with a par value of $0.001, and as of December 31, 2016 and 2015, the Company has 31,743,797 and 19,969,341 shares issued and outstanding, respectively. As of December 31, 2015, there was an insufficient amount of the Company’s authorized common stock to satisfy the potential number of shares that would be required to satisfy the outstanding options, warrants and convertible debt into common stock. As a result, the Company recorded a liability in the amount of $852,091, offset by $852,091 of equity for the year ending December 31, 2015. Effective October 2016, the Company filed a Certificate of Amendment to perform a 1:100 reverse stock split which eliminated the shortage of sufficient authorized common shares. Additionally, the Company removed the $852,091 liability for lack of authorized shares and increased paid in capital. The Company’s financial statements have been retroactively adjusted for all periods presented to reflect the reverse stock split. Common Stock Issued for the Exercise of Options and Warrants During 2015, the Company issued 1,995,000 shares of common stock for cashless warrants exercise. During 2016, the Company issued 30,644 shares of common stock for cashless warrants exercise. Common Stock Issued for Loan Fees on Convertible Debt During the year ending December 31, 2016, the Company did not issue any common stock for loan fees. During the year ending December 31, 2015, the Company issued 43,326 shares of common stock for loan fees when entering into related party convertible notes. The shares were valued at $6,387, of which $4,896 was allocated to a debt discount (see Note 6) and $1,491 was recorded as interest expense. Common Stock Issued for Settlement and Conversion of Debt 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. During 2015, the Company issued 920,516 shares of common stock valued at $109,812 in exchange for convertible debt raised in 2014 resulting in a reduction in debt of $31,721, a reduction in derivative liability of $79,044, with an offset of $3,035 to debt discount and a $2,083 gain on extinguishment of debt. Common Stock Issued for Conversion of Preferred Stock During 2016, the Company 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. 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, 2014 87,850 $ 9.00- 15.00 3.42 years $ - $ 14.00 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired (36,500 ) $ 9.00- 21.00 - $ 12.00 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 Exercisable at December 31, 2016 1,939,062 $ 0.50-15 3.95 years $ - $ 0.88 During the year ending December 31, 2016 and 2015, the Company recognized $675,324 and $80,635, 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 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, 2014 23,107,701 $ 0.01-25 2.86 years $ - $ 1 Warrants granted 312,500 $ 0.10-0.15 2.94 years $ 0.013 Warrants exercised (2,856,041 ) $ 0.30 - $ 0.30 Warrants adjusted (1) (13,601,951 ) $ 0.10-0.15 - 0.01 Warrants expired/cancelled (158,706 ) $ 6.00-25.00 - $ 8.76 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 1.71 years $ 0.34 Warrants exercised (202,500 ) $ 0.10 - $ 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 Exercisable at December 31, 2016 3,579,505 $ 0.01-10 0.52 years $ 749 $ 4.45 (1) Based upon Delaware law and on the terms and conditions set forth in the applicable warrant agreement, any adjustments to the warrants were limited to a floor price of $0.001. Pursuant to the defective warrant exercise notice using an exercise price below $0.001, the Company issued at total of 1,473,777 shares of common stock to the warrant holders, which the Company believes are voidable, and also recorded 16,009,450 warrants outstanding to the holder on the Company’s financial statements for the year ended December 31, 2014, and for the periods ending March 31 and June 30, 2015. Management believes that the warrants were recorded in error during the periods presented, and has recorded the revised number of warrants outstanding at September 30, 2015 at 2,407,500, which reflects the number of shares of common stock purchase warrants outstanding and exercisable under the terms of the warrants at an exercise price of $0.001 per share. This net adjustment of 13,601,951 warrants has been reflected in the schedule for the twelve months ending December 31, 2015. The Company reached a Settlement Agreement in 2016 with this warrant holder to cancel all the remaining 2,407,500 warrants in exchange for 50,000 shares of Series A Preferred. During the year ending December 31, 2016 and 2015, the Company recognized $595,175 and $0, respectively, worth of expense related to warrants granted for services. Preferred Stock Issued 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 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 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 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 services (see Note 6). During 2015, the Company issued 100,000 shares of its Series A Preferred, representing $334,880, for services. Preferred Stock Issued for Loan Fees During 2016, the Company issued 30,000 shares of its Series A Preferred, valued at $162,456, as a finders fee and issued 37,906 shares of its Series A Preferred, valued at $29,156 (see Note 6), 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 (see Note 8), and issued 47,840 shares of its Series A Preferred, valued at $39,904, as loan fees on convertible notes recorded as derivative liabilities. During 2015, the Company issued 133,833 shares of its Series A Preferred, valued at $527,325, as loan fees on convertible notes and issued 3,440 shares of its Series A Preferred, valued at $17,401 (see Note 6), as loan fees on related party convertible notes. Preferred Stock Issued 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 (see Note 6). 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. In September 2015, the Company issued 148,310 shares of Series A Preferred in exchange for $1,414,100 of related party debt plus $810,538 of accrued interest and 207,620 shares of Series A preferred stock in exchange for $2,224,466 of related party debt plus $889,838 of accrued interest, to the major shareholder and director of the Company (see Note 6). In September 2015, the Company issued 43,000 shares of Series A Preferred in exchange for $43,000 of related party convertible debt raised during 2015 (see Note 6). In November and December 2015, the Company issued 99,000 shares of Series A Preferred in exchange for $22,700 of convertible debt, $9,812 of accrued interest, and extension of a due date for a payment on a debt settled. In September 2015 the Company issued 552,000 shares of Series A Preferred in exchange for $552,000 of convertible debt raised during 2015. In October 2015 the Company issued 10,000 shares of Series A Preferred in exchange for $10,000 of convertible debt raised during 2015 (see Note 8). Preferred Stock Issued for Accounts Payable and Accrued Liabilities In December 2015, the Company issued 100,000 and 75,000 shares of Series A Preferred to the CEO and CFO, in exchange for $150,000 and $112,500, respectively, of accrued payroll (see Note 6). In December 2015, the Company issued 246,797 shares of Series A Preferred in exchange for $370,197 of accounts payable. |
Concentrations of Credit and Ot
Concentrations of Credit and Other Risks | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
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, 2016 and 2015. The customer that represented 100% of the Company’s total revenue for the years ended December 31, 2016 and 2015, and accounted for 100% of the consulting revenue for that year. The Company had no net accounts receivable balance at December 31, 2016 and 2015. The loss of a significant customer representing the percentage of total revenue as represented for the years ended December 31, 2016 and 2015 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, 2016 and 2015, the Company had no allowance or bad debt expense recorded. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 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 related party notes by $1,197,950, decrease related party 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. During the year ended December 31, 2015, the Company had the following non-cash investing and financing activities: - Issued 1,995,000 shares of common stock valued at $0 for the issuance of cashless warrants. - Issued 43,326 shares of common stock as loan fees on convertible debt. - Issued 108,833 shares of preferred stock as loan fees on convertible debt. - Issued 920,516 shares of common stock for an extinguishment of $31,721 worth of principal on convertible notes payable $0 worth of accrued interest, $79,044 worth of derivative liabilities and $3,035 worth of debt discount. - Issued 74,000 shares of preferred stock for an extinguishment of $22,700 worth of principal on convertible notes payable $0 worth of accrued interest, $0 worth of derivative liabilities and $0 worth of debt discount. - Issued 960,929 shares of preferred stock valued at $2,201,963 in exchange for $4,243,566 of notes. - Issued 421,797 shares of preferred stock valued at $1,358,726 in exchange for $370,197 of accounts payable and $262,500 of accrued payroll. - Issued 25,000 shares of preferred stock as loan extension fees. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | In January, February and through March 6, 2017, the Company issued 5,517,900 shares of common stock for 531,790 shares of Series A Preferred. In February 2017, the Company issued 280,000 shares of common stock shares in exchange for $140,000 of accounts payable. In March 2017, the Company received $25,000 as a shareholder loan. 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 Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Advanced Medical Isotope Corporation and its wholly-owned subsidiary IsoPet Solutions Corporation (“ Iso-Pet |
Financial Statement Reclassification | Certain account balances from prior periods have been reclassified in these audited consolidated 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, 2016 and December 31, 2015, 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, 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 Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2015: Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Liability for lack of authorized shares 852,091 - - 852,091 Derivative Liability 4,235,016 - - 4,235,016 Total Liabilities Measured at Fair Value $ 5,087,107 $ - $ - $ 5,087,107 |
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 $10,000 investment in 2010 for an exclusive license with Battelle Memorial Institute regarding its technology for the production of a Brachytherapy seed. In August 2010 the Company entered into a License Agreement for the Patent Rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. This Agreement calls for a $10,000 nonrefundable fee upon execution, a royalty agreement on sales and on funds received from any sublicenses. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight-line basis over a three-year life. Additionally the Agreement calls for a minimum annual fee. The Company agreed for a mutual termination of this license effective December 31, 2016 and that the $25,000 minimum annual fee for 2016 due January 2017 would not be owed. The Company was carrying $35,482 in patent costs relating to this license, which was written off as impaired assets during the twelve months ended December 31, 2016. The Company still has a $7,026 balance owed for patent expense accrued during 2016. Calendar Year Minimum Royalties per Calendar Year 2010 $ - 2011 $ - 2012 $ 2,500 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 and each calendar year thereafter $ 25,000 (4) (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) No longer owed due to termination of license agreement effective December 31, 2016 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 and each calendar year thereafter $ 25,000 (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. 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. Amortization of license fees was $0, and $1,339 for the years ended December 31, 2016, and 2015, respectively. |
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, 2016 and December 31, 2015 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 September 1, 2015, the Company received notification it had been awarded from Washington State University, $42,019 grant funds from the sub-award project entitled “Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors”. The Company received $21,010 and $21,009 of the grand award in the twelve months ended December 31, 2016 and 2015, respectively. |
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. However, since the Company does not have sufficient authorized shares of common stock, we did not include these in our calculation. Securities, all of which represent common stock equivalents, that could be dilutive in the future as of December 31, 2016 and 2015, are as follows: December 31, 2016 December 31, 2015 Convertible debt 6,441,644 7,848,421 Preferred stock 37,735,920 16,270,000 Common stock options 2,402,500 51,350 Common stock warrants 3,579,505 6,791,003 Total potential dilutive securities 50,159,569 30,960,774 |
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 $328,026 and $149,650 research and development costs for the years ended December 31, 2016, and 2015, 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, 2016, and 2015 were $0 and $14,800, respectively. During the twelve months ended December 31, 2016 and 2015, the Company incurred $284,138 and $0, 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. |
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, and Delaware. The Company did not have any tax expense for the years ended December 31, 2016 and 2015. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2016 and 2015. 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, 2016 and 2015, 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. |
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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments | 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 Total Level 1 Level 2 Level 3 Assets Total Assets Measured at Fair Value $ - $ - $ - $ - Liabilities Liability for lack of authorized shares 852,091 - - 852,091 Derivative Liability 4,235,016 - - 4,235,016 Total Liabilities Measured at Fair Value $ 5,087,107 $ - $ - $ 5,087,107 |
Schedule Of Depreciation Estimated Useful Life | 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 2010 $ - 2011 $ - 2012 $ 2,500 2013 $ 5,000 (1) 2014 $ 7,500 (2) 2015 $ 10,000 (3) 2016 and each calendar year thereafter $ 25,000 (4) (1) Paid February, 2014 (2) Paid February, 2015 (3) Paid February, 2016 (4) No longer owed due to termination of license agreement effective December 31, 2016 |
Schedule Of Future Annual Amortization License 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 and each calendar year thereafter $ 25,000 (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. |
Earnings (Loss) Per Share | December 31, 2016 December 31, 2015 Convertible debt 6,441,644 7,848,421 Preferred stock 37,735,920 16,270,000 Common stock options 2,402,500 51,350 Common stock warrants 3,579,505 6,791,003 Total potential dilutive securities 50,159,569 30,960,774 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | December 31, 2016 December 31, 2015 Production equipment $ 15,182 $ 1,938,532 Building - 446,772 Leasehold improvements - 3,235 Office equipment 14,594 32,769 29,776 2,421,308 Less accumulated depreciation (28,303 ) (2,416,888 ) $ 1,473 $ 4,420 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2016 December 31, 2015 License Fee $ 112,500 $ 112,500 Less accumulated amortization (112,500 ) (112,500 ) - - Patents and intellectual property - 35,482 $ - $ 35,482 |
Debt Issuance Costs (Tables)
Debt Issuance Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Schedule of Debt Issuance Cost Account | Debt issuance costs at December 31, 2014 $ 13,917 Cash paid as fees for debt arrangements 5,000 Amortization of debt issuance costs (18,917 ) Debt issuance costs at December 31, 2015 - Cash paid as fees for debt arrangements - Amortization of debt issuance costs - Debt issuance costs at December 31, 2016 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | December 31, 2016 December 31, 2015 Principal (net) Accrued Interest Principal (net) Accrued Interest September 2015 $1,055,535 Note, 8% interest, due on demand after March 2017 $ - $ - $ 1,055,535 27,299 September 2015 $142,415 Note, 10% interest, due May 2016 - - 142,415 4,669 October 2015 $82,500 Note, 10% interest due October 2016 82,500 10,239 82,500 1,966 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 - - Total Convertible Notes Payable, Net $ 332,195 $ 26,949 $ 1,280,450 $ 33,934 |
Schedule of Rent Expense | Year ended December 31, 2016 Year ended December 31, 2015 Office and warehouse space $ 40,000 $ 155,306 Corporate office 18,000 18,000 Total Rental Expense $ 58,000 $ 173,306 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable Tables | |
Schedule of Convertible Notes Payable | December 31, 2016 December 31, 2015 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 $ 95,000 $ 50,365 $ 165,000 69,712 January 2014 $50,000 Note convertible into common stock at a variable conversion price, 8% interest, due January 2015 - - 50,000 7,682 January 2014 $55,500 Note convertible into common stock at a variable conversion price, 10% interest, due October 2014 - - 10,990 5,457 February 2014 $46,080 Note convertible into common stock at a variable conversion price, 10% interest, due February 2015 - - - 2,358 February 2014 $27,800 Note convertible into common stock at a variable conversion price, 10% one-time interest, due February 2015 - - 20,000 - March 2014 $50,000 Note convertible into common stock at a variable conversion price, 10% interest, due March 2015 - - 36,961 6,572 March 2014 $165,000 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 61,301 24,109 April 2014 $32,000 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 22,042 3,034 April 2014 $46,080 Note convertible into common stock at a variable conversion price, 10% interest due April 2015 - - 5,419 4,608 May 2014 $55,000 Note convertible into common stock at a variable conversion price, 12% interest, due May 2015 - - 25,000 1,836 June 2014 $28,800 Note convertible into common stock at a variable conversion price, 10% interest due June 2015 - - 28,800 2,880 June 2014 $40,000 Note convertible into common stock at a variable conversion price, 10% interest, due June 2015 - - 40,000 6,049 June 2014 $40,000 Note convertible into common stock at a variable conversion price, 10% interest, due June 2015 - - 38,689 5,851 June 2014 $56,092 Note convertible into common stock at a variable conversion price, 16% interest, due July 2015 - - 56,092 13,462 July 2014 $37,500 Note convertible into common stock at a variable conversion price, 12% interest, due July 2015 - - 37,015 6,377 August 2014 $36,750 Note convertible into common stock at a variable conversion price, 10% interest, due April 2015 - - 36,750 5,538 August 2014 $33,500 Note convertible into common stock at a variable conversion price, 4% interest, due February 2015 - - 33,500 - September 2014 $37,500 Note convertible into common stock at a variable conversion price, 12% interest, due September 2015 - - 36,263 5,576 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 18,264 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 52,087 2,519 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 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 - - Penalties on notes in default 11,066 - 1,032,475 - Total Convertible Notes Payable, Net $ 544,508 $ 86,752 $ 1,788,384 $ 191,884 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liability Account Activity | Warrants Conversion Feature Total Derivative Liability at December 31, 2014 1,263,929 10,238,451 11,502.380 Derivative Liability Recorded on New Instruments - 698,705 698,705 Elimination of Liability on Conversion - (79,044 ) (79,044 ) Change in Fair Value (549,528 ) (7,337,497 ) (7,887,025 ) 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 |
Schedule of Assumptions for Fair Value Determination | December 31, 2016 December 31, 2015 Warrants Conversion Feature Warrants Conversion Feature Risk-free interest rate 0.46% - 1.38% 0.12% - 0.85% 0.65% - 1.31% 0.02% - 0.25% Expected life in years 0.53 - 4.08 0.01 - 1.00 0.70 - 4.00 0.07 - 0.94 Dividend yield 0% 0% 0% 0% Expected volatility 156.29% - 273.70% 115.46% - 239.93% 197.83% - 263.33% 279.01% - 555.60% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss carryover $ 8,854,900 $ 8,007,900 Depreciation - 247,900 Related party accrual 179,400 113,400 Capital Loss Carryover 5,500 5,500 Deferred tax liabilities Depreciation (197,200 ) - Valuation allowance (8,842,600 ) (8,374,700 ) Net deferred tax asset $ - $ - Net deferred tax asset $ - $ - |
Schedule of Federal Income Tax Rate | December 31, 2016 December 31, 2015 Book income (loss) $ (3,350,700 ) $ 2,119,100 Grant income (7,100 ) (7,100 ) Depreciation (25,300 ) (41,500 ) Intangible asset impairment 12,100 - Related party accrual 65,900 (516,100 ) Meals and entertainment 1,600 1,600 Stock for services 341,300 113,900 Options expense 229,600 9,700 Non-cash interest expense 1,976,300 581,500 Other non-deductable expenses (90,600 ) (3,112,100 ) Valuation allowance 846,900 851,000 Income tax expense $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule Summarizes Changes in Stock Option | 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, 2014 87,850 $ 9.00- 15.00 3.42 years $ - $ 14.00 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired (36,500 ) $ 9.00- 21.00 - $ 12.00 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 Exercisable at December 31, 2016 1,939,062 $ 0.50-15 3.95 years $ - $ 0.88 |
Schedule Summarizes Changes in 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, 2014 23,107,701 $ 0.01-25 2.86 years $ - $ 1 Warrants granted 312,500 $ 0.10-0.15 2.94 years $ 0.013 Warrants exercised (2,856,041 ) $ 0.30 - $ 0.30 Warrants adjusted (1) (13,601,951 ) $ 0.10-0.15 - 0.01 Warrants expired/cancelled (158,706 ) $ 6.00-25.00 - $ 8.76 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 1.71 years $ 0.34 Warrants exercised (202,500 ) $ 0.10 - $ 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 Exercisable at December 31, 2016 3,579,505 $ 0.01-10 0.52 years $ 749 $ 4.45 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Basis Of Presentation Details Narrative | ||
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 |
Cash | $ 27,889 | $ 179,032 |
Summary of Significant Accoun32
Summary of Significant Accounting Policy - Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total Assets Measured at Fair Value | $ 0 | $ 0 |
Liabiity for lack of authorized shares | 852,091 | |
Derivative Liability | 324,532 | 4,235,016 |
Total Liabilities Measured at Fair Value | 324,532 | 5,087,107 |
Level 3 [Member] | ||
Total Assets Measured at Fair Value | 0 | 0 |
Liabiity for lack of authorized shares | 852,091 | |
Derivative Liability | 0 | 4,235,016 |
Total Liabilities Measured at Fair Value | 0 | 5,087,107 |
Level 1 [Member] | ||
Total Assets Measured at Fair Value | 0 | 0 |
Liabiity for lack of authorized shares | 0 | |
Derivative Liability | 0 | 0 |
Total Liabilities Measured at Fair Value | 0 | 0 |
Level 2 [Member] | ||
Total Assets Measured at Fair Value | 0 | 0 |
Liabiity for lack of authorized shares | 0 | |
Derivative Liability | 324,532 | 0 |
Total Liabilities Measured at Fair Value | $ 324,532 | $ 0 |
Summary of Significant Accoun33
Summary of Significant Accounting Policie - Schedule of Depreciation Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Office Equipment [Member] | Minimum [Member] | |
Estimated useful life | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Estimated useful life | 5 years |
Furniture And Fixtures | Minimum [Member] | |
Estimated useful life | 2 years |
Furniture And Fixtures | Maximum [Member] | |
Estimated useful life | 5 years |
ProductionEquipmentMember | Minimum [Member] | |
Estimated useful life | 3 years |
ProductionEquipmentMember | Maximum [Member] | |
Estimated useful life | 7 years |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of License Minimum Annual Fee (Details) - Minimum Royalties per Calendar Year | Dec. 31, 2016USD ($) |
2,010 | $ 0 |
2,011 | 0 |
2,012 | 2,500 |
2,013 | 5,000 |
2,014 | 7,500 |
2,015 | 10,000 |
2016 and each calendar year thereafter | $ 25,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Future Annual Amortization License Fee (Details) | Dec. 31, 2016USD ($) |
Summary Of Significant Accounting Policies Details 2 | |
2,012 | $ 0 |
2,013 | 5,000 |
2,014 | 7,500 |
2,015 | 10,000 |
2,016 | 10,000 |
2017 and each calendar year thereafter | $ 25,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule Of Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total potential dilutive securities | 50,159,569 | 30,960,774 |
Convertible Debt Securities [Member] | ||
Total potential dilutive securities | 6,441,644 | 7,848,421 |
Preferred Stock [Member] | ||
Total potential dilutive securities | 37,735,920 | 16,270,000 |
Common Stock Options [Member] | ||
Total potential dilutive securities | 2,402,500 | 51,350 |
Common Stock Warrants [Member] | ||
Total potential dilutive securities | 3,579,505 | 6,791,003 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory write-off | $ 8,475 | |
Production equipment cost | 2,500 | |
Fixed assets capitalized cost | 1,500 | |
Patent impairment | 35,482 | |
Amortization of license fees | 0 | $ 1,339 |
Research and development costs | 328,026 | 149,650 |
Advertising costs | 284,138 | $ 0 |
Payment for rent, interest and costs | 438,830 | |
Overpaid loan amount | 300,000 | |
Legal contingencies, disputes amount | $ 527,876 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total Fixed assets | $ 29,776 | $ 2,421,308 |
Less accumulated depreciation | (28,303) | (2,416,888) |
Net Fixed assets | 1,473 | 4,420 |
Production Equipment [Member] | ||
Total Fixed assets | 15,182 | 32,769 |
Building [Member] | ||
Total Fixed assets | 0 | 3,235 |
Leasehold Improvements [Member] | ||
Total Fixed assets | 0 | 446,772 |
Office Equipment [Member] | ||
Total Fixed assets | $ 14,594 | $ 1,938,532 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2,947 | $ 4,333 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Fee | $ 112,500 | $ 112,500 |
Less accumulated amortization | (112,500) | (112,500) |
License Fee, Net | 0 | 0 |
Patents and intellectual property | 0 | 35,482 |
Intangible assets net of accumulated amortization | $ 0 | $ 35,482 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets Details Narrative | ||
Amortization expense of intangible assets | $ 0 | $ 1,339 |
Debt Issuance Costs - Schedule
Debt Issuance Costs - Schedule of Debt Issuance Cost Account (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Issuance Costs - Schedule Of Debt Issuance Cost Account Details | ||
Debt issuance costs Beginning Balance | $ 0 | $ 13,917 |
Cash paid as fees for debt arrangements | 0 | 5,000 |
Amortization of debt issuance costs | 0 | (18,917) |
Debt issuance costs Ending Balance | $ 0 | $ 0 |
Debt Issuance Costs (Details Na
Debt Issuance Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Issuance Costs Details Narrative | ||
Cash paid as fees for debt arrangements | $ 0 | $ 0 |
Amortization of debt issuance costs | $ 0 | $ 18,917 |
Related Party Transaction - Sch
Related Party Transaction - Schedule of Rent Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Office and warehouse | $ 40,000 | $ 155,306 |
Corporate office | 18,000 | 18,000 |
Total Rental Expense | $ 58,000 | $ 173,306 |
Related Party Transaction - S45
Related Party Transaction - Schedule of Related Party Promissory Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Principal | $ 332,195 | $ 1,280,450 |
Accrued Interest | 26,949 | 33,934 |
Related Party Note One [Member] | ||
Principal | 0 | 1,055,535 |
Accrued Interest | 0 | 27,299 |
Related Party Note Two [Member] | ||
Principal | 0 | 142,415 |
Accrued Interest | 0 | 4,669 |
Related Party Note Three [Member] | ||
Principal | 82,500 | 82,500 |
Accrued Interest | 10,239 | 1,966 |
Related Party Note Four [Member] | ||
Principal | 50,000 | 0 |
Accrued Interest | 4,192 | 0 |
Related Party Note Five [Member] | ||
Principal | 109,695 | 0 |
Accrued Interest | 7,093 | 0 |
Related Party Note Six [Member] | ||
Principal | 90,000 | 0 |
Accrued Interest | $ 5,425 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from related party | $ 249,695 | $ 224,915 |
Payment of rent | 438,830 | |
Series A Preferred Stock [Member] | ||
Number of shares issued for exchange of debt | $ 10,000 | |
Number of shares issued for exchange of debt, shares | 54,152 | |
Series A Preferred Stock [Member] | CEO And CFO [Member] | ||
Number of shares issued for exchange of debt | $ 262,500 | |
Number of shares issued for exchange of debt, shares | 175,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Penalties on notes in default principal (net) | $ 11,066 | $ 1,032,475 |
Penalties on notes in default accrued interest | 0 | 0 |
Principal (net) | 544,508 | 1,788,384 |
Accrued Interest | 455,150 | |
Convertible Notes Payable One [Member] | ||
Principal (net) | 95,000 | 165,000 |
Accrued Interest | 50,365 | 69,712 |
Convertible Notes Payable Two [Member] | ||
Principal (net) | 0 | 50,000 |
Accrued Interest | 0 | 7,682 |
Convertible Notes Payable Three [Member] | ||
Principal (net) | 0 | 10,990 |
Accrued Interest | 0 | 5,457 |
Convertible Notes Payable Four [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 0 | 2,358 |
Convertible Notes Payable Five [Member] | ||
Principal (net) | 0 | 20,000 |
Accrued Interest | 0 | 0 |
Convertible Notes Payable Six [Member] | ||
Principal (net) | 0 | 36,961 |
Accrued Interest | 0 | 6,572 |
Convertible Notes Payable Seven [Member] | ||
Principal (net) | 0 | 61,301 |
Accrued Interest | 0 | 24,109 |
Convertible Notes Payable Eight [Member] | ||
Principal (net) | 0 | 22,042 |
Accrued Interest | 0 | 3,034 |
Convertible Notes Payable Nine [Member] | ||
Principal (net) | 0 | 5,419 |
Accrued Interest | 0 | 4,608 |
Convertible Notes Payable Ten [Member] | ||
Principal (net) | 0 | 25,000 |
Accrued Interest | 0 | 1,836 |
Convertible Notes Payable Eleven [Member] | ||
Principal (net) | 0 | 28,800 |
Accrued Interest | 0 | 2,880 |
Convertible Notes Payable Twelve [Member] | ||
Principal (net) | 0 | 40,000 |
Accrued Interest | 0 | 6,049 |
Convertible Notes Payable Thirteen [Member] | ||
Principal (net) | 0 | 38,689 |
Accrued Interest | 0 | 5,851 |
Convertible Notes Payable Fourteen [Member] | ||
Principal (net) | 0 | 56,092 |
Accrued Interest | 0 | 13,462 |
Convertible Notes Payable Fifteen [Member] | ||
Principal (net) | 0 | 37,015 |
Accrued Interest | 0 | 6,377 |
Convertible Notes Payable Sixteen [Member] | ||
Principal (net) | 0 | 36,750 |
Accrued Interest | 0 | 5,538 |
Convertible Notes Payable Seventeen [Member] | ||
Principal (net) | 0 | 33,500 |
Accrued Interest | 0 | 0 |
Convertible Notes Payable Eighteen [Member] | ||
Principal (net) | 0 | 36,263 |
Accrued Interest | 0 | 5,576 |
Convertible Notes Payable Nineteen [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 17,341 | 1,751,918,264 |
Convertible Notes Payable Twenty [Member] | ||
Principal (net) | 0 | 52,087 |
Accrued Interest | 5,953 | 2,519 |
Convertible Notes Payable Twenty One [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 696 | 0 |
Convertible Notes Payable Twenty Two [Member] | ||
Principal (net) | 438,442 | 0 |
Accrued Interest | $ 12,397 | $ 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable Details Narrrative | ||
Debt discount | $ 809,835 | $ 1,285,000 |
Amortization of convertible note debt discount | 579,042 | 1,031,443 |
Debt instrument conversion features | 1,444,950 | 584,700 |
Debt instrument original issue discount | 193,831 | 5,000 |
Debt discount decrease amount | 814,625 | 3,035 |
Gross proceeds of debt and equity finance | 1,273,534 | 1,285,000 |
Accrued interest payable | 455,150 | |
Payment of remaining debt | 419,055 | 255,000 |
Gain (loss) on debt restructuring | $ 1,456,113 | $ (967,038) |
Debt instrument issued for warrants as loan origination fee | 6,000 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Assumptions for Fair Value Determination (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants [Member] | ||
Dividend yield | 0.00% | 0.00% |
Warrants [Member] | Minimum [Member] | ||
Risk-free interest rate | 0.46% | 0.65% |
Expected life in years | 6 months 11 days | 8 months 12 days |
Expected volatility | 156.29% | 197.83% |
Warrants [Member] | Maximum [Member] | ||
Risk-free interest rate | 1.38% | 1.31% |
Expected life in years | 4 years 29 days | 4 years |
Expected volatility | 273.70% | 263.33% |
Conversion Feature [Member] | ||
Dividend yield | 0.00% | 0.00% |
Conversion Feature [Member] | Minimum [Member] | ||
Risk-free interest rate | 0.12% | 0.02% |
Expected life in years | 4 days | 25 days |
Expected volatility | 115.46% | 279.01% |
Conversion Feature [Member] | Maximum [Member] | ||
Risk-free interest rate | 0.85% | 0.25% |
Expected life in years | 1 year | 11 months 8 days |
Expected volatility | 239.93% | 555.60% |
Derivative Liability - Schedu50
Derivative Liability - Schedule of Derivative Liability Account Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative liability Beginning Balance | $ 4,235,016 | $ 11,502,380 |
Derivative Liability Recorded on New Instruments | 6,150,026 | 698,705 |
Elimination of Liability on Conversion | (11,647,933) | (79,044) |
(Gain) on Settlement of Debt | (656,930) | |
Change in Fair Value at Year End | (2,244,353) | (7,887,025) |
Derivative liability, ending balance | 324,532 | 4,235,016 |
Warrants [Member] | ||
Derivative liability Beginning Balance | 714,401 | 1,263,929 |
Derivative Liability Recorded on New Instruments | 0 | 0 |
Elimination of Liability on Conversion | (1,266,795) | 0 |
(Gain) on Settlement of Debt | 0 | |
Change in Fair Value at Year End | 552,452 | (549,528) |
Derivative liability, ending balance | 58 | 714,401 |
Conversion Feature [Member] | ||
Derivative liability Beginning Balance | 3,520,615 | 10,238,451 |
Derivative Liability Recorded on New Instruments | 6,150,026 | 698,705 |
Elimination of Liability on Conversion | (10,381,138) | (79,044) |
(Gain) on Settlement of Debt | (656,930) | |
Change in Fair Value at Year End | 1,691,901 | (7,337,497) |
Derivative liability, ending balance | $ 324,474 | $ 3,520,615 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes - Schedule Of Net Deferred Tax Assets Details | ||
Net operating loss carryover | $ 8,854,900 | $ 8,007,900 |
Depreciation | 0 | 247,900 |
Related party accrual | 179,400 | 113,400 |
Capital Loss Carryover | 5,500 | 5,500 |
Depreciation | (197,200) | 0 |
Valuation allowance | (8,842,600) | (8,374,700) |
Net deferred tax asset | 0 | 0 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes - Schedule Of Federal Income Tax Rate Details | ||
Book income (loss) | $ (3,350,700) | $ 2,119,100 |
Grant income | (7,100) | (7,100) |
Depreciation | (25,300) | (41,500) |
Intangible asset impairment | 12,100 | 0 |
Related party accrual | 65,900 | (516,100) |
Meals and entertainment | 1,600 | 1,600 |
Stock for services | 341,300 | 113,900 |
Options expense | 229,600 | 9,700 |
Non-cash interest expense | 1,976,300 | 581,500 |
Other non-deductable expenses | (90,600) | (3,112,100) |
Valuation allowance | 846,900 | 851,000 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Taxes Details Narrative | |
Net operating loss carryforwards | $ 26,043,700 |
Net operating loss carryforwards expiration date Description | year 2017 through 2036 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule Summarizes Changes in Stock Option (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants [Member] | ||
Number Outstanding | 6,803,503 | 23,107,701 |
Number of Options Granted | 233,334 | 312,500 |
Number of Options Exercised | (202,500) | (2,856,041) |
Number of Options Adjusted | (13,601,951) | |
Number of Options Expired | (3,254,832) | (158,706) |
Number Outstanding | 3,579,505 | 6,803,503 |
Exercisable, end of period | 3,579,505 | |
Weighted Average Exercise Price Granted | $ 0.40 | |
Weighted Average Exercise Price Exercised | 0.10 | $ 0.30 |
Weighted Average Exercise Price Exercisable, end | $ 4.45 | $ 4.45 |
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning | 1 year 10 months 24 days | 2 years 10 months 10 days |
Weighted Average Remaining Contractual Life (in years) Granted | 1 year 8 months 16 days | 2 years 11 months 8 days |
Weighted Average Remaining Contractual Life (in years) Outstanding | 6 months 7 days | 1 year 10 months 24 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 6 months 7 days | |
Aggregate Intrinsic Value Outstanding | $ 2,052,699 | |
Aggregate Intrinsic Value vested and expected to vest | 749 | |
Aggregate Intrinsic Value Exercisable | $ 749 | |
Outstanding, beginning of period | $ 0.81 | $ 1 |
Excercise Price, Options granted | 0.34 | 0.013 |
Excercise Price, Options exercised | 0.10 | 0.30 |
Excercise Price, Options adjusted | 0.01 | |
Excercise Price, Options expired | 0.13 | 8.76 |
Outstanding, end of period | 4.45 | 0.81 |
Weighted Average Exercise Price Exercisable | 4.45 | |
Weighted Average Exercise Price Exercisable, end | 4.45 | |
Warrants [Member] | Minimum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | 0.10 | 0.01 |
Weighted Average Exercise Price Granted | 0.10 | |
Weighted Average Exercise Price Adjusted | 0.10 | |
Weighted Average Exercise Price Expired | 0.01 | 6 |
Weighted Average Exercise Price Outstanding, Ending | 0.01 | 0.10 |
Weighted Average Exercise Price Exercisable, end | 0.01 | |
Weighted Average Exercise Price Exercisable, end | 0.01 | |
Warrants [Member] | Maximum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | 10 | 25 |
Weighted Average Exercise Price Granted | 0.15 | |
Weighted Average Exercise Price Adjusted | 0.15 | |
Weighted Average Exercise Price Expired | 6 | 25 |
Weighted Average Exercise Price Outstanding, Ending | 10 | $ 10 |
Weighted Average Exercise Price Exercisable, end | 10 | |
Weighted Average Exercise Price Exercisable, end | $ 10 | |
Stock Options | ||
Number Outstanding | 51,350 | 87,850 |
Number of Options Granted | 2,370,000 | 0 |
Number of Options Exercised | 0 | 0 |
Number of Options Expired | (18,850) | (36,500) |
Number Outstanding | 2,402,500 | 51,350 |
Exercisable, end of period | 1,939,062 | |
Weighted Average Exercise Price Granted | $ 0 | |
Weighted Average Exercise Price Exercised | $ 0 | 0 |
Weighted Average Exercise Price Exercisable, end | $ 0.88 | $ 15 |
Weighted Average Remaining Contractual Life (in years) Outstanding, beginning | 7 years 1 month 13 days | 3 years 5 months 1 day |
Weighted Average Remaining Contractual Life (in years) Outstanding | 4 years 18 days | |
Weighted Average Remaining Contractual Life (in years) Exercisable | 3 years 11 months 12 days | 7 years 1 month 13 days |
Outstanding, beginning of period | $ 15 | $ 14 |
Excercise Price, Options granted | 0.62 | |
Excercise Price, Options exercised | 0 | |
Excercise Price, Options expired | 14.84 | 12 |
Outstanding, end of period | 0.81 | 15 |
Weighted Average Exercise Price Exercisable | 15 | |
Weighted Average Exercise Price Exercisable, end | 0.88 | 15 |
Stock Options | Minimum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | 12 | 9 |
Weighted Average Exercise Price Granted | 0.50 | |
Weighted Average Exercise Price Expired | 0.12 | 9 |
Weighted Average Exercise Price Outstanding, Ending | 0.50 | 12 |
Weighted Average Exercise Price Exercisable, end | 0.50 | |
Weighted Average Exercise Price Exercisable, end | 0.50 | |
Stock Options | Maximum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | 15 | 15 |
Weighted Average Exercise Price Granted | 1 | |
Weighted Average Exercise Price Expired | 0.15 | 21 |
Weighted Average Exercise Price Outstanding, Ending | 15 | $ 15 |
Weighted Average Exercise Price Exercisable, end | 15 | |
Weighted Average Exercise Price Exercisable, end | $ 15 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 31,743,797 | 19,969,341 |
Common stock, outstanding | 31,743,797 | 19,969,341 |
Number of common stock issued | 31,743,797 | 19,969,341 |
Number of common stock issued for warrants exercise | 30,644 | 1,995,000 |
Common stock issued for loan fees on convertible debt | 0 | 43,326 |
Value of common stock issued for loan fees on convertible debt | $ 6,387 | |
Common stock issued for settlement and conversion of debt | 563,523 | 920,516 |
Value of common stock issued for settlement and conversion of debt | $ 70,863 | $ 109,812 |
Common stock issued for conversion of preferred stock | 11,180,289 | |
Value of common stock issued for conversion of preferred stock | $ 1,590,801 | |
Value of preferred stock in exchange | 4,828,204 | |
Increase in retained earnings due to stock conversion | 3,237,403 | |
Stock based compensation | 675,324 | 80,635 |
Warrants granted for services | $ 595,175 | $ 0 |
Preferred stock issued for cash | 46,666 | |
Perferred stock issued for cash value | $ 70,000 | |
Preferred stock issued for warrants | 250,000 | |
Perferred stock issued for warrants value | $ 250 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 2,500,000 | 2,500,000 |
Preferred stock, issued | 3,773,592 | 1,627,000 |
Preferred stock, outstanding | 3,773,592 | 1,627,000 |
Concentrations of Credit and 56
Concentrations of Credit and Other Risks (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivable | $ 0 | $ 0 |
Revenue [Member] | Customer One[Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Consulting Revenues [Member] | Customer One[Member] | ||
Concentration risk percentage | 100.00% | 100.00% |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Number of common stock shares issued for cashless warrants | 30,644 | 1,995,000 |
Number of common stock issued for cashless warrants | $ 0 | $ 0 |
Issued shares of common stock as loan fees on convertible debt | 43,326 | |
Issued shares of preferred stock as loan fees on convertible debt | 433,146 | 108,833 |
Value of shares of preferred stock as loan fees on convertible debt | $ 432,866 | |
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 | |
Value of shares of common stock in exchange for preferred stock | $ 1,590,801 | |
Shares Of Preferred Stock Due To Exchange | 1,118,024 | |
Value of preferred stock in exchange | $ 4,828,204 | |
Increase in retained earnings due to stock conversion | 3,237,403 | |
Issued shares of common stock for extinguishment | 920,516 | |
Issued shares of common stock for extinguishment worth of principal on convertible notes payable | $ 31,721 | |
Issued shares of common stock for extinguishment worth of accrued interest | 0 | |
Issued shares of common stock for extinguishment worth of derivative liabilities | 79,044 | |
Issued shares of common stock for extinguishment worth of debt discount | $ 3,035 | |
Issued shares of preferred stock for extinguishment | 74,000 | |
Issued shares of preferred stock for extinguishment worth of principal on convertible notes payable | $ 22,700 | |
Issued shares of preferred stock for extinguishment worth of accrued interest | 0 | |
Issued shares of preferred stock for extinguishment worth of derivative liabilities | 0 | |
Issued shares of preferred stock for extinguishment worth of debt discount | $ 0 | |
Issued shares of preferred stock | 960,929 | |
Issued shares of preferred stock value | $ 2,201,963 | |
Issued shares of preferred stock in exchange for notes payable value | $ 4,243,566 | |
Issued shares of preferred stock as loan extension fees | 25,000 | |
Issued shares of preferred stock | 421,797 | |
Issued shares of preferred stock value | $ 1,358,726 | |
Issued shares of preferred stock in exchange for accounts payable | 370,197 | |
Issued shares of preferred stock in exchange for accrued payroll | $ 262,500 | |
Value of decreased related party convertible notes | 1,197,950 | |
Value of decreased related party convertible notes payable | 473,613 | |
Issued shares of common stock in exchange for cash | $ 62,854 | |
Issued shares of common stock as stock for services | 407,973 | |
Increased convertible notes payable and decreased accrued interest for the reclassification of accrued interest to principal | $ 455,150 | |
Issued shares of preferred stock | 62,854 | |
Issued shares of preferred stock value | $ 407,973 | |
Value of decreased derivative liabilities | 1,179,710 | |
Value of gain on debt extinguishment | 771,737 | |
Increased derivative liabilities to record a debt discount on related party convertible notes | 1,283,448 | |
Value of related party convertible note | 473,613 | |
Value of debt discount | 809,835 | |
Increased paid in capital and decreased liability for lack of authorized shares | 852,092 | |
Increased convertible notes payable and decreased loan from shareholder to roll proceeds from shareholder advances to a formal convertible note payable. | $ 127,533 |