Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VIVOS INC | |
Entity Central Index Key | 1,449,349 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 80,897,370 | |
Trading Symbol | RDGL | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 16 | $ 8,317 |
Prepaid expenses | 0 | 6,711 |
Total current assets | 16 | 15,028 |
Fixed assets, net of accumulated depreciation | 0 | 0 |
Other assets: | ||
Deposits | 669 | 669 |
Total other assets | 669 | 669 |
Total assets | 685 | 15,697 |
Current liabilities: | ||
Accounts payable and accrued expenses | 905,342 | 840,972 |
Related party accounts payable | 39,988 | 57,297 |
Accrued interest payable | 414,288 | 347,069 |
Payroll liabilities payable | 144,236 | 85,786 |
Convertible notes payable, net | 3,128,127 | 2,563,272 |
Loan from shareholder | 40,000 | 0 |
Notes payable | 32,279 | 0 |
Related party promissory note | 383,771 | 383,771 |
Total current liabilities | 5,088,031 | 4,278,167 |
Total liabilities | 5,088,031 | 4,278,167 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $.001 par value, 20,000,000 shares authorized; 3,204,422 and 3,778,622 shares issued and outstanding, respectively | 3,204 | 3,779 |
Paid in capital, preferred stock | 10,311,616 | 13,547,780 |
Common stock, $.001 par value; 2,000,000,000 shares authorized; 72,067,213 and 65,695,213 shares issued and outstanding, respectively | 72,067 | 65,695 |
Paid in capital | 49,715,119 | 46,408,443 |
Accumulated deficit | (65,189,352) | (64,288,167) |
Total stockholders' equity (deficit) | (5,087,346) | (4,262,470) |
Total liabilities and stockholders' equity (deficit) | $ 685 | $ 15,697 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 3,204,422 | 3,778,622 |
Preferred stock, outstanding | 3,204,422 | 3,778,622 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 72,067,213 | 65,695,213 |
Common stock, outstanding | 72,067,213 | 65,695,213 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 4,054 |
Operating expenses | ||
Sales and marketing expenses | 10,000 | 25,998 |
Depreciation and amortization | 0 | 740 |
Professional fees | 70,058 | 134,604 |
Reserved stock units granted | 52,094 | 0 |
Stock options granted | 23,755 | 28,240 |
Payroll expenses | 78,870 | 104,780 |
Research and development | 32,814 | 0 |
General and administrative expenses | 19,103 | 74,407 |
Total operating expenses | 286,694 | 368,769 |
Operating loss | (286,694) | (364,715) |
Non-operating income (expense) | ||
Interest expense | (632,074) | (527,951) |
Net gain on sale of assets | 0 | 2,800 |
Grants received | 17,583 | 0 |
Net gain (loss) on debt extinguishment | 0 | 147,710 |
Net gain (loss) on derivative liability | 0 | 325,390 |
Non-operating income (expense), net | (614,491) | (52,051) |
Income (Loss) before Income Taxes | (901,185) | (416,766) |
Income Tax Provision | 0 | 0 |
Net Income (Loss) | $ (901,185) | $ (416,766) |
Basic and Diluted Income (Loss) per Common Share | $ (0.014) | $ (0.011) |
Basic and diluted weighted average common shares outstanding | 66,514,118 | 38,021,103 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (901,185) | $ (416,766) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation of fixed assets | 0 | 740 |
Amortization of convertible debt discount | 564,865 | 462,928 |
Gain on sale of assets | 0 | (2,800) |
Common stock issued for services | 449 | 0 |
Stock options and warrants issued for services | 23,755 | 28,240 |
Reserved stock units issued for services | 52,094 | 0 |
(Gain) loss on derivative liability | 0 | (325,390) |
Loss on settlement of debt | 0 | (147,711) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 6,711 | 11,990 |
Accounts payable | 96,650 | 109,110 |
Accounts payable from related parties | (17,309) | 0 |
Payroll liabilities | 58,450 | (57,424) |
Accrued interest | 67,219 | 61,425 |
Net cash used by operating activities | (48,301) | (275,658) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sale of fixed assets | 0 | 2,800 |
Net cash from vesting activities | 0 | 2,800 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from shareholder advances | 40,000 | 137,000 |
Proceeds from convertible debt | 0 | 131,669 |
Net cash provided by financing activities | 40,000 | 268,669 |
Net decrease in cash | (8,301) | (4,189) |
Cash, beginning of period | 8,317 | 27,889 |
CASH, END OF PERIOD | 16 | 23,700 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | The accompanying condensed financial statements of Vivos Inc. (the “ Company In April of 2017, the Company filed a Certificate of Merger with the Delaware Division of Corporations in order to merge the Company’s wholly-owned subsidiary, IsoPet Solutions Corporation, with and into the Company. The Company therefore no longer prepares Consolidated Financial Statements. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2018 and December 31, 2017, 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. Reclassifications Certain account balances from prior periods have been reclassified in the current period financial statements so as to conform to current period classifications. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 March 31, 2018, the Company has $16 cash on hand. There are currently commitments to vendors for products and services purchased, plus, the employment agreements of the CEO and CFO of the Company that will necessitate liquidation of the Company if it is unable to raise additional capital. The current level of cash is not enough to cover the fixed and variable obligations of the Company. Assuming the Company is successful in the Company’s sales/development effort, it believes that it will be able to raise additional funds through strategic agreements or the sale of the Company’s stock to either current or new stockholders. There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed assets consist of the following at March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - Depreciation expense for the above fixed assets for the three months ended March 31, 2018 and 2017, respectively, was $0 and $740. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Convertible Notes Payable In March 2017, the Company combined Outstanding Notes owed to a director and major stockholder, along with $51,576 of accrued interest payable, into one promissory note (the “ Related Party Note Preferred Shares Issued to Officers During 2017, the Company issued 100,000 shares of its Series A Preferred to its CEO, in exchange for $32,308 of accrued payroll, $67,692 of accounts payable, and wages valued at $199,690. During 2017, the Company issued 83,279 shares of its Series A Preferred to its CFO, in exchange for $83,280 of accrued payroll and wages valued at $166,299. Rent Expenses The Company was renting office space from a significant shareholder and director of the Company on a month-to-month basis with a monthly payment of $1,500. This rental agreement was terminated as of April 1, 2017. Rental expense was $0 and $4,500 for each of the three months ended March 31, 2018 and 2017 and is recorded in general and administrative expense. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | As of March 31, 2018 and December 31, 2017 the Company had the following convertible notes outstanding: March 31, 2018 December 31, 2017 Principal(net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 30,546 $ 45,000 29,218 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $0, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a $0.20 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $164,720 and $544,845, respectively 2,213,435 178,304 1,833,310 178,304 May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a $0.12 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $44,543 and $147,335, respectively 603,495 52,832 500,703 52,831 May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a $0.13 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $7,584 and $25,085, respectively 102,728 15,773 85,227 15,773 November 2017 $166,666 Note convertible at maturity or upon the issuance of a variable security at a $0.12 conversion price (subject to adjustment), with a one-time interest charge of 10%, due April 15, 2018, net of debt discounts of $10,666 and $74,662, respectively 156,000 71,667 92,004 16,667 January 2018 $32,279 one year Promissory Note, 18% interest 32,279 1,429 - - January 2018 $40,000 shareholder advance with no stated terms 40,000 - - - Penalties on notes in default 7,470 - 7,028 - Total Convertible Notes Payable, Net $ 3,200,407 $ 374,541 $ 2,563,272 $ 316,784 |
Common Stock Options and Warran
Common Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Common Stock Options and Warrants | Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The following schedule summarizes the changes in the Company’s stock options: Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at March 31, 2018 1,222,500 $ 0.50-15 2.66 years $ - $ 1.08 Exercisable at March 31, 2018 1,162,966 $ 0.50-15 2.64 years $ - $ 1.10 During the three months ended March 31, 2018 the Company recognized $23,755 worth of stock based compensation related to the vesting of its stock options. Common Stock Warrants The following schedule summarizes the changes in the Company’s stock warrants: Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2017 304,200 $ 0.40-10 1.19 years $ - $ 2.63 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2018 304,200 $ 0.40-10 .94 years $ - $ 2.63 Exercisable at March 31, 2018 304,200 $ 0.40-10 .94 years $ - $ 2.63 Restricted Stock Units The following schedule summarizes the changes in the Company’s restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2017 5,740,000 $ 0.07 RSU’s granted - $ - RSU’s vested (620,000 ) $ - RSU’s forfeited - $ - Balance at March 31, 2018 5,120,000 $ 0.07 During the three months ended March 31, 2018 the Company recognized $52,094 worth of expense related to the vesting of its RSU’s. As of March 31, 2018, the Company had $302,335 worth of expense yet to be recognized for RSU’s not yet vested. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Common Stock During the three months ending March 31, 2018 the Company issued 10,000 shares of its common stock valued at $449 for services, 5,742,000 shares of its common stock valued at $3,236,738 for conversions of 574,200 shares of Series A Preferred, and 620,000 shares of its common stock valued at $620 in the form of Restricted Stock Units. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | During the three months ending March 31, 2018 the Company had the following non-cash investing and financing activities: Exchanged $32,279 of accounts payable for a one year, 18% Promissory note. ● Issued 5,742,000 shares of common stock in exchange for 574,200 shares of Series A Preferred decreasing preferred stock by $3,236,738, increasing common stock by $5,742, and increasing paid in capital by $3,230,996. ● Increased common stock and decreased paid in capital by $620 due to the vesting of restricted stock units. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Effective June 21, 2017, the Company entered into a separation agreement with an individual previously associated with the Company, at times as a consultant and as an employee at other times. Pursuant to the agreement, the Company agreed to pay regular bi-weekly checks beginning July 7, 2017 and ending September 15, 2017, for a total of six checks in the aggregate amount of $28,846. This obligation was fully paid as of September 30, 2017. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | ● In May 2018, the Company received $28,484 as a loan from a Director. ● In April and May 2018, the Company issued 6,230,157 shares of common stock in exchange for $50,000 of convertible debt. ● In April and May 2018, the Company issued 2,600,000 shares of common stock for 260,000 shares of Series A Preferred. ● In May 2017 the Company signed Secured Convertible Debentures due May 8, 2018 with conversion prices ranging from $0.12 to $0.20. The debentures allowed for a conversion price after April 15, 2018 of: (A) the Initial Conversion Price and (B) 60% of the lowest trading prices of the Common Stock on the Trading Market in the ten (10) Trading Days prior to the date of conversion (the “Alternate Conversion Price”). The Company is in negotiations with the Debenture holders to extend the May 8, 2018 due date and the April 15, 2018 conversion date to November 15, 2018. The Company has evaluated subsequent events through the date of this filing pursuant to ASC Topic 855 and has determined that, except as disclosed herein, there are no additional subsequent events to disclose. |
Basis of Presentation and Sig16
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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. |
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 March 31, 2018 and December 31, 2017, 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. |
Reclassifications | Certain account balances from prior periods have been reclassified in the current period financial statements so as to conform to current period classifications. |
Recent Accounting Pronouncements | There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | March 31, 2018 December 31, 2017 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | March 31, 2018 December 31, 2017 Principal(net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 30,546 $ 45,000 29,218 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $0, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 May 2017 $2,378,155 Notes convertible into common stock after April 15, 2018 at a $0.20 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $164,720 and $544,845, respectively 2,213,435 178,304 1,833,310 178,304 May 2017 $820,420 Notes convertible into common stock after April 15, 2018 at a $0.12 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $44,543 and $147,335, respectively 603,495 52,832 500,703 52,831 May 2017 $110,312 Notes convertible after April 15, 2018 into common stock at a $0.13 conversion price (subject to adjustment), 7.5% interest, due May 2018, net of debt discounts of $7,584 and $25,085, respectively 102,728 15,773 85,227 15,773 November 2017 $166,666 Note convertible at maturity or upon the issuance of a variable security at a $0.12 conversion price (subject to adjustment), with a one-time interest charge of 10%, due April 15, 2018, net of debt discounts of $10,666 and $74,662, respectively 156,000 71,667 92,004 16,667 January 2018 $32,279 one year Promissory Note, 18% interest 32,279 1,429 - - January 2018 $40,000 shareholder advance with no stated terms 40,000 - - - Penalties on notes in default 7,470 - 7,028 - Total Convertible Notes Payable, Net $ 3,200,407 $ 374,541 $ 2,563,272 $ 316,784 |
Common Stock Options and Warr19
Common Stock Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 1,222,500 $ 0.50-15 2.91 years $ - $ 1.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at March 31, 2018 1,222,500 $ 0.50-15 2.66 years $ - $ 1.08 Exercisable at March 31, 2018 1,162,966 $ 0.50-15 2.64 years $ - $ 1.10 |
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, 2017 304,200 $ 0.40-10 1.19 years $ - $ 2.63 Warrants granted - $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2018 304,200 $ 0.40-10 .94 years $ - $ 2.63 Exercisable at March 31, 2018 304,200 $ 0.40-10 .94 years $ - $ 2.63 |
Schedule Summarizes Changes in Restricted Stock Units | Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2017 5,740,000 $ 0.07 RSU’s granted - $ - RSU’s vested (620,000 ) $ - RSU’s forfeited - $ - Balance at March 31, 2018 5,120,000 $ 0.07 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash on hand | $ 16 | $ 8,317 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Less accumulated depreciation | $ (15,182) | $ (15,182) |
Net fixed assets | 0 | 0 |
Production Equipment [Member] | ||
Total fixed assets | $ 15,182 | $ 15,182 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 740 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Related party promissory note | $ 383,771 | $ 383,771 | |
Accrued interest payable on related party promissory note | 38,693 | $ 29,230 | |
Rental expense | $ 0 | $ 4,500 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Interest | $ 38,693 | $ 29,230 |
Convertible Notes Payable One [Member] | ||
Principal (net) | 45,000 | 45,000 |
Accrued Interest | 30,546 | 29,218 |
Convertible Notes Payable Two [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 17,341 | 17,341 |
Convertible Notes Payable Three [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 5,953 | 5,953 |
Convertible Notes Payable Four [Member] | ||
Principal (net) | 0 | 0 |
Accrued Interest | 696 | 696 |
Convertible Notes Payable Five [Member] | ||
Principal (net) | 2,213,435 | 1,833,310 |
Accrued Interest | 178,304 | 178,304 |
Convertible Notes Payable Six [Member] | ||
Principal (net) | 603,495 | 500,703 |
Accrued Interest | 52,832 | 52,831 |
Convertible Notes Payable Seven [Member] | ||
Principal (net) | 102,728 | 85,227 |
Accrued Interest | 15,773 | 15,773 |
Convertible Notes Payable Eight [Member] | ||
Principal (net) | 156,000 | 92,004 |
Accrued Interest | 71,667 | 16,667 |
Convertible Notes Payable Nine [Member] | ||
Principal (net) | 32,279 | 0 |
Accrued Interest | 1,429 | 0 |
Convertible Notes Payable Ten [Member] | ||
Principal (net) | 40,000 | 0 |
Accrued Interest | 0 | 0 |
Penalties on Notes in Default [Member] | ||
Principal (net) | 7,470 | 7,028 |
Accrued Interest | 0 | 0 |
Convertible Notes Payable [Member] | ||
Principal (net) | 3,200,407 | 2,563,272 |
Accrued Interest | $ 374,541 | $ 316,784 |
Common Stock Options and Warr25
Common Stock Options and Warrants (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Number of Options Outstanding, Beginning | shares | 1,222,500 |
Number of Options Granted | shares | 0 |
Number of Options Exercised | shares | 0 |
Number of Options Expired | shares | 0 |
Number of Options Outstanding, Ending | shares | 1,222,500 |
Number of Options Exercisable | shares | 1,162,966 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 2 years 10 months 28 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 2 years 7 months 28 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 2 years 7 months 20 days |
Aggregate Intrinsic Value Outstanding | $ | $ 0 |
Aggregate Intrinsic Value Outstanding | $ | 0 |
Aggregate Intrinsic Value Exercisable | $ | $ 0 |
Weighted Average Exercise Price Per Share Outstanding, Beginning | $ 1.08 |
Weighted Average Exercise Price Per Share Options Granted | 0 |
Weighted Average Exercise Price Per Share Options Exercised | 0 |
Weighted Average Exercise Price Per Share Options Expired | 0 |
Weighted Average Exercise Price Per Share Outstanding, Ending | 1.08 |
Weighted Average Exercise Price Per Share Exercisable | 1.10 |
Minimum [Member] | |
Exercise Price Per Share Outstanding, Beginning | 0.50 |
Exercise Price Per Share Granted | 0 |
Exercise Price Per Share Exercised | 0 |
Exercise Price Per Share Expired | 0 |
Exercise Price Per Share Outstanding, Ending | 0.50 |
Exercise Price Per Share Exercisable | 0.50 |
Maximum [Member] | |
Exercise Price Per Share Outstanding, Beginning | 15 |
Exercise Price Per Share Granted | 0 |
Exercise Price Per Share Exercised | 0 |
Exercise Price Per Share Expired | 0 |
Exercise Price Per Share Outstanding, Ending | 15 |
Exercise Price Per Share Exercisable | $ 15 |
Common Stock Options and Warr26
Common Stock Options and Warrants (Details 1) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Number of Warrants Outstanding, Beginning | shares | 304,200 |
Number of Warrants Granted | shares | 0 |
Number of Warrants Exercised | shares | 0 |
Number of Warrants Expired/Cancelled | shares | 0 |
Number of Warrants Outstanding, Ending | shares | 304,200 |
Number of Warrants Exercisable | shares | 304,200 |
Weighted Average Remaining Contractual Life (in years) Warrants Outstanding, Beginning | 1 year 2 months 8 days |
Weighted Average Remaining Contractual Life (in years) Warrants Outstanding, Ending | 11 months 8 days |
Weighted Average Remaining Contractual Life (in years) Warrants Exercisable | 11 months 8 days |
Aggregate Intrinsic Value Outstanding | $ | $ 0 |
Aggregate Intrinsic Value Outstanding | $ | 0 |
Aggregate Intrinsic Value Exercisable | $ | $ 0 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Outstanding, Beginning | $ 2.63 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Granted | .00 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercised | .00 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Expired/cancelled | .00 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Outstanding, Ending | 2.63 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 2.63 |
Minimum [Member] | |
Exercise Price Per Share Warrants Outstanding, Beginning | .40 |
Exercise Price Per Share Warrants Granted | 0 |
Exercise Price Per Share Warrants Exercised | 0 |
Exercise Price Per Share Warrants Expired/Cancelled | 0 |
Exercise Price Per Share Warrants Outstanding, Ending | .40 |
Exercise Price Per Share Exercisable | 0.40 |
Maximum [Member] | |
Exercise Price Per Share Warrants Outstanding, Beginning | 10 |
Exercise Price Per Share Warrants Granted | .00 |
Exercise Price Per Share Warrants Exercised | 0 |
Exercise Price Per Share Warrants Expired/Cancelled | 0 |
Exercise Price Per Share Warrants Outstanding, Ending | 10 |
Exercise Price Per Share Exercisable | $ 10 |
Common Stock Options and Warr27
Common Stock Options and Warrants (Details 2) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of RSU's Outstanding, Beginning | shares | 5,740,000 |
Number of RSU's Granted | shares | 0 |
Number of RSU's Vested | shares | (620,000) |
Number of RSU's Forfeited | shares | 0 |
Number of RSU's Outstanding, Ending | shares | 5,120,000 |
Weighted Average Grant Date Fair Value, RSU's Outstanding, Beginning | $ / shares | $ .07 |
Weighted Average Grant Date Fair Value, RSU's Granted | $ / shares | .00 |
Weighted Average Grant Date Fair Value, RSU's Vested | $ / shares | .00 |
Weighted Average Grant Date Fair Value, RSU's Forfeited | $ / shares | .00 |
Weighted Average Grant Date Fair Value, RSU's Outstanding, Ending | $ / shares | $ .07 |
Common Stock Options and Warr28
Common Stock Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock based compensation, options | $ 23,755 | $ 28,240 |
Restricted stock expense | 52,094 | |
Restricted Stock Units [Member] | ||
Stock options expense yet to be recognized | $ 302,335 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Common stock issued for services, share | 10,000 | |
Common stock issued for services, value | $ 449 | $ 0 |
Common stock issued for debt conversions, shares | 5,742,000 | |
Common stock issued for debt conversions, value | $ 3,236,738 |