Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | 5Barz International, Inc. | ||
Entity Central Index Key | 1,454,124 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
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 | $ 23,751,643 | ||
Entity Common Stock, Shares Outstanding | 340,994,687 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 294,561 | $ 25,103 |
Inventories | 167,059 | 165,091 |
Prepaid expenses and deposits | 119,061 | $ 73,711 |
Other receivables | 1,326 | |
TOTAL CURRENT ASSETS | 582,007 | $ 263,905 |
FIXED ASSETS: | ||
Furniture and equipment, net | 143,967 | 262,355 |
OTHER ASSETS: | ||
Intangible assets, net | 2,753,585 | 3,236,033 |
Goodwill | 1,140,246 | 1,140,246 |
TOTAL OTHER ASSETS | 3,893,831 | 4,376,279 |
TOTAL ASSETS | $ 4,619,805 | $ 4,902,539 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||
COMMITMENTS AND CONTINGENCIES | ||
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | $ 4,997,218 | $ 2,866,276 |
Derivative liabilities | $ 1,868,439 | 547,940 |
Capital lease obligation ( current portion ) | 70,000 | |
Notes payable, net of debt discount | $ 2,883,264 | 280,486 |
TOTAL CURRENT LIABILITIES | $ 9,748,921 | 3,764,702 |
Capital lease obligation (non- current portion ) | 50,906 | |
TOTAL LIABILITIES | $ 9,748,921 | 3,815,608 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common stock, $.001 par value, 400,000,000 shares authorized; 298,097,334 and 213,384,526 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 298,096 | 213,383 |
Capital in excess of par value | 19,265,220 | 15,135,856 |
Accumulated deficit | (25,260,274) | (14,862,230) |
Accumulated other comprehensive income | 30,275 | 31,633 |
Non-controlling interest | 537,567 | 568,289 |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (5,129,116) | 1,086,931 |
TOTAL AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 4,619,805 | $ 4,902,539 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 298,097,334 | 213,384,526 |
Common stock,outstanding | 298,097,334 | 213,384,526 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 2,350 | |
Cost of Sales | (6,989) | |
Gross profit (loss) | (4,639) | |
Operating expenses: | ||
Amortization and depreciation | 566,929 | $ 282,636 |
Bank charges and interest | 1,486,670 | 74,473 |
Sales and marketing expenses | 1,179,616 | 1,210,812 |
Research and development | 3,148,561 | 4,123,841 |
General and administrative expenses | 3,177,695 | 3,704,013 |
Total operating expenses | 9,559,471 | 9,395,775 |
Loss from operations | $ (9,564,110) | (9,395,775) |
Other income (expense): | ||
Interest income | 58 | |
Change in fair value of derivative liability | $ 45,356 | (224,432) |
Interest expense-debt discount | (754,761) | (105,504) |
Liquidation expenses 5BARz AG | (155,251) | (14,583) |
Total other expense | (864,656) | (344,461) |
Net loss before non-controlling interest | (10,428,766) | (9,740,236) |
Non-controlling interest share of net loss | 30,722 | 51,604 |
Net loss after non-controlling interest | $ (10,398,044) | $ (9,688,632) |
Basic and diluted (loss) per common share | $ (0.04) | $ (0.05) |
Weighted average number of shares outstanding | 232,848,166 | 179,383,808 |
Other comprehensive income | ||
Foreign currency translation (loss) gain | $ (1,358) | $ 2,399 |
Other comprehensive (loss) income | (1,358) | 2,399 |
Comprehensive loss | $ (10,399,402) | $ (9,686,233) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,428,766) | $ (9,740,236) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 566,929 | 282,636 |
Stock based compensation | 375,697 | 1,676,676 |
Change in fair value of derivative liability | (45,356) | 224,432 |
Common shares issued for services | 1,235,321 | 491,720 |
Interest expense- debt discount | 754,761 | $ 105,504 |
Liquidation of AG | 155,251 | |
Changes in operating assets and liabilities: | ||
Change in inventories | (1,968) | $ (3,191) |
Change in note receivable | (1,326) | 65,000 |
Change in accounts payable and accrued expenses | 1,949,706 | 1,517,506 |
Change in prepaid expenses and deposits | (45,350) | (10,730) |
Change in due to escrow agent | (52,321) | |
Change in unpaid interest and penalties on notes payable | 1,442,960 | 2,588 |
Net cash used in operating activities | (4,042,141) | (5,440,416) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of intangible assets | (9,418) | (52,033) |
Purchase of furniture and equipment assets | (22,413) | (115,601) |
Net cash used in investing activities | (31,831) | (167,634) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 2,476,750 | 400,000 |
Proceeds used to settle notes payable | (1,071,434) | (53,997) |
Proceeds from issuance of common stock | $ 2,960,168 | 4,840,545 |
Proceeds from issuance of common stock by subsidiary - 5BARz AG | 33,549 | |
Cancellation of capital leases | $ (18,804) | (39,558) |
Net cash provided by financing activities | 4,346,680 | 5,180,539 |
Effect of foreign currency exchange | (3,250) | 2,399 |
NET INCREASE IN CASH | 269,458 | (425,112) |
CASH, BEGINNING OF PERIOD | 25,103 | 450,215 |
CASH, END OF PERIOD | 294,561 | 25,103 |
Supplementary disclosure of Cash Flow Information | ||
Cash paid for interest | 11,723 | 12,376 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion of notes payable | 458,852 | 70,300 |
Settlement of accounts payable with common stock | $ 109,000 | 105,000 |
Settlement of notes payable with common stock | $ 66,700 | |
Issuance of warrants in connection with debt | $ 600,000 | |
Reclassification warrants to derivative liabilities from equity | $ 1,823,083 | |
Lease obligation | $ 120,906 | |
Cancellation of capital lease | $ 83,940 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) | Common Stock [Member] | Excess of Par Value | Accumulated Deficit | Noncontrolling Interest | Other Comprehensive Income | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 163,909,191 | |||||
Beginning Balance, Amount at Dec. 31, 2013 | $ 163,909 | $ 7,721,140 | $ (5,173,598) | $ 619,893 | $ 29,234 | $ 3,360,578 |
Shares issued for cash, shares | 44,053,632 | |||||
Shares issued for cash, amount | $ 44,054 | 4,796,491 | 4,840,545 | |||
Shares issued for services, shares | 4,274,481 | |||||
Shares issued for services, amount | $ 4,273 | 487,447 | 491,720 | |||
Shares issued for debt, shares | 700,000 | |||||
Shares issued for debt, amount | $ 700 | 104,300 | 105,000 | |||
Conversion of convertible note, shares | 447,222 | |||||
Conversion of convertible note, amount | $ 447 | 66,253 | 66,700 | |||
Shares sold by 5BARz AG | 33,549 | 33,549 | ||||
Stock option expense | 1,478,733 | 1,478,733 | ||||
Warrants issued for services | 157,557 | 157,557 | ||||
Warrants issued with debt | 132,688 | 132,688 | ||||
Beneficial conversion feature | 117,312 | 117,312 | ||||
Stock paid compensation CelLynx | 40,386 | |||||
Net loss | (9,688,632) | (51,604) | (9,740,236) | |||
Foreign currency gain (loss) -AOCI | 2,399 | 2,399 | ||||
Ending Balance, Shares at Dec. 31, 2014 | 213,384,526 | |||||
Ending Balance, Amount at Dec. 31, 2014 | $ 213,383 | 15,135,856 | (14,862,230) | 568,289 | 31,633 | 1,086,931 |
Shares issued for cash, shares | 59,344,173 | |||||
Shares issued for cash, amount | $ 59,344 | 2,900,824 | 2,960,168 | |||
Shares issued for services, shares | 14,097,220 | |||||
Shares issued for services, amount | $ 14,098 | 1,221,223 | 1,235,321 | |||
Shares issued for debt, shares | 2,180,000 | |||||
Shares issued for debt, amount | $ 2,180 | 106,820 | 109,000 | |||
Conversion of convertible note, shares | 9,091,415 | |||||
Conversion of convertible note, amount | $ 9,091 | 449,761 | 458,852 | |||
Stock option expense | 375,697 | 375,697 | ||||
Warrants issued with debt | 531,468 | 531,468 | ||||
Beneficial conversion feature | 366,654 | 366,654 | ||||
Reclassification of Warrants to derivative liability upon issuance | (1,823,083) | (1,823,083) | ||||
Net loss | (10,398,044) | (30,722) | (10,428,766) | |||
Foreign currency gain (loss) -AOCI | (1,358) | (1,358) | ||||
Ending Balance, Shares at Dec. 31, 2015 | 298,097,334 | |||||
Ending Balance, Amount at Dec. 31, 2015 | $ 298,096 | $ 19,265,220 | $ (25,260,274) | $ (537,567) | $ 30,275 | $ (5,129,116) |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Going Concern | Note 1 – Organization and Going Concern The Company was incorporated under the laws of the State of Nevada on November 14, 2008. The Company was originally named “Bio-Stuff” and was a designated shell corporation from inception to the date of acquisition of the 5BARz assets. In 2010 the Company changed its name to 5BARz International, Inc. and the Company acquired a set of agreements for a 50% interest in certain intellectual property underlying the 5BARz™ products, and marketing rights. The 5BARz products are highly engineered wireless units referred to as “cellular network infrastructure devices”. The 5BARz™ device captures cell signal and provides a smart amplification and resend of that cell signal giving the user improved cellular reception in their home, office or while mobile. On March 29, 2012, 5BARz International, Inc. acquired a 60% controlling interest in CelLynx Group, Inc. ( the founder of the 5BARz technology) and a 60% interest in the intellectual property underlying the 5BARz™ products. On January 12, 2015 the Company incorporated two new subsidiaries, 5BARz International SA de CV (99%) in Mexico, and 5BARz India Private Limited (99.9%) in India. These financial statements reflect the financial position for the Company and its subsidiary companies, CelLynx Group Inc. (60%) and its wholly owned subsidiary CelLynx Inc. (100%), 5BARz International SA de CV (99%), and 5BARz India Private Limited (99.9%). Results of operations for subsidiary Companies are reflected only from the date of acquisition of that subsidiary for the period indicated in the respective statement. Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has had substantial no sales to date. The Company incurred losses of $10,428,766 and $9,740,236 during the year ended December 31, 2015 and 2014 respectively. Cash used in operating activities was $4,044,033 and $5,440,416 for the year ended December 31, 2015 and 2014 respectively. The Company is seeking additional sources of equity or debt financing, and there is no assurance these activities will be successful. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the Company’s continued existence is dependent upon adequate additional financing being raised to develop its sales and marketing program for the sales of 5BARz product, to expand the Company’s product base and commence its planned operations. Management’s assessment of the significant mitigating factors include several quantitative and qualitative conditions which support the Company’s ability to continue as a going concern as follows; · Continued ability to generate proceeds from private placements · Product Commercialization – The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its subsidiary companies CelLynx Group Inc. (60%) and its wholly owned subsidiary CelLynx Inc. (100%), 5BARz International SA de CV (99%) in Mexico, and 5BARz India Private Limited (99.9%) in India. Results of operations for subsidiary Companies are reflected only from the date of acquisition of that subsidiary, for the period indicated in the respective statements. All intercompany accounts and transactions have been eliminated in consolidation. The Company started revenue-generating operations in the last quarter of 2015, however these activities are in early stages and still do not generate cash flows from operations, so the Company is dependent on debt and equity funding to finance its operations, and it is considered to be a development stage company. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to commercialize the Company’s current technology before another company develops similar technology. In June 2014, the Financial Accounting Standards Board issued new guidance that removed all incremental financial reporting requirements from generally accepted accounting principles in the United States for development stage entities. The Company early adopted this new guidance effective June 30, 2014, as a result of which all inception-to-date financial information and disclosures have been removed from this report. Use of estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates. Research and development costs Research and development costs are charged to expense as incurred. The costs of materials and equipment that are acquired or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives. Furniture and equipment Furniture and equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The furniture and equipment is being depreciated over their estimated useful life of three to seven years. Inventory Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted-average method. As of December 31, 2015 the Company’s inventory included 967 units of Road Warrior cellular network extenders. Goodwill and other intangible assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. In 2014, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made from the qualitative assessment that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. In accordance with the Codification, the Company reviews the carrying value of its intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2015 and 2014. Long-Lived Assets Subject to Amortization The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. The intangible assets are being amortized over their estimated useful life of seven to ten years. There were no long-lived assets impairment charges recorded during the years ended December 31, 2015 and 2014. Revenue recognition The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Foreign currency translation Transactions in foreign currencies have been translated into US dollars using the current rate method. The functional currency of the Company’s former subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). The functional currency of the Company’s subsidiary 5BARz International SA de CV, in Mexico is the local currency, the Mexican Peso, and the functional currency in the Company’s subsidiary 5BARz India Private Limited is the functional currency in India, the Indian Rupee. Assets and liabilities are translated based in the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. The resulting translated gain and loss adjustments are accumulated as a component of stakeholders’ equity and other comprehensive income. Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Mexico and Indian bank accounts. There were aggregate uninsured cash balances of $13,634 and $ 0 at December 31, 2015 and 2014, respectively. Comprehensive Income (Loss) Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The guidance requires other comprehensive income (loss) to include foreign currency translation adjustments Income Taxes The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. The Company additionally establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets. Foreign Operations The following summarizes key financial metrics associated with the Company’s foreign operations (these financial metrics are immaterial for the Company’s operations in the Switzerland): December 31, 2015 2014 Assets- U.S. $ 4,396,990 $ 4,902,539 Assets- Mexico. 172,170 Assets- India. 50,645 Assets- Total $ 4,619,805 $ 4,902,539 Liabilities- U.S. $ 9,540,657 $ 3,815,608 Liabilities- Mexico 57,422 Liabilities- India 150,842 Liabilities- Total $ 9,748,921 $ 3,815,608 For The Years Ended 2015 2014 Revenues- U.S. $ — Revenues- Mexico. 2,350 $ - Revenues- India. — - Revenues- Total $ 2,350 $- Net Loss- U.S. $ 9,720,192 $9,740,236 Net Loss- Mexico 98,301 - Net Loss- India 610,273 - Net Loss- Total $ 10,428,766 $9,740,236 Fair value of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. • Level 3. Significant unobservable inputs that cannot be corroborated by market data. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. Consolidated Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Derivative Liabilities: December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 December 31, 2014 $ 547,940 $ — $ — $ 547,940 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: December 31, 2015 December 31, 2014 Beginning balance $ 547,940 $ 60,018 Aggregate fair value of conversion feature upon issuance of common shares (457,228 ) 263,490 Change in fair value of derivative liabilities (45,356 ) 224,432 Reclassification of warrants to derivative liability 1,823,083 — Ending balance $ 1,868,439 $ 547,940 The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below: December 31, 2015 December 31, 2014 Stock price $ 0.10 $ 0.11 Volatility 91.3 % 83 % Risk-free interest rate 0.04 % 0.46 % Dividend yield 0.0 % 0 % Expected life 0.01 years 1.6 years Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables above may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Derivative instruments The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Derivative instruments The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. If the Company were to enter into a financial arrangement through the issuance of convertible debt and or warrants, for which such instruments would contain a variable conversion feature with an indeterminable number of shares, the Company would apply a sequencing policy in accordance with ASC 815- 40-35-12 whereby such instruments, and all future issuances of financial instruments regardless of conversion terms, would be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. The Company may also apply sequencing in any circumstance, whereby the Company has entered into financial arrangements for commitments to issue shares, for which such issuances would exceed the authorized share limit. Upon the issuance of any such instrument, the excess shares committed to be issued, would also be reclassified as a derivative liability. The Black-Scholes option valuation model was used to estimate the fair value of the warrants and conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Valuation Model to be materially the same. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or conversion options. Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument. Stock Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Amortization of Debt Discount The Company issued various debt with warrants for which total proceeds were allocated to individual instruments based on the relative fair value of the each instrument at the time of issuance. The value of the debt was recorded as discount on debt and amortized over the term of the respective debt. Stock Based Compensation (continued) The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction. For non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount is then recognized over the period the services are required to be provided in exchange for the award, usually the vesting period. The Company incurred stock based compensation charges during the year ended December 31, 2015 and 2014 as follows; 12 months ended December 31 2015 2014 General and administrative $ 146,932 $ 798,885 Research and development 98,741 452,427 Sales and marketing 130,024 425,364 Total $ 375,697 $ 1,676,676 Net loss per share The Company reports net loss per share in accordance with the ASC Topic 260, “Earnings Per Share.”, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants and conversion of notes payable. These potentially dilutive securities outstanding at December 31, 2015 and December 31, 2014 respectively of 155,670,170 and 102,517,763 were not included in the calculation of loss per common share, because their effect would be anti-dilutive. The Company may not have sufficient Common shares available to issue should all of the above conversions and exercises occur. Accordingly, the Company may have to settle these contracts in cash if they are not successful in increasing the authorized number of shares. The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Recent Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In April, 2015, the FASB issued ASU 2015-03 on “Simplifying the Presentation of Debt issuance costs” The ASU changes the presentation of debt issue costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability. Amortization of the cost is reported as an interest expense. The amendments in this ASU are effective for public business entities for annual periods ending after December 15, 2015. Early adoption is permitted. The Company will adopt this ASU effective December 31, 2015 upon issuance of it’s annual audited financial statements. At that time the Company would apply the new guidance retrospectively to all prior periods. In July 2015, the FASB issued ASU No. 2015-11, “ Inventory: Simplifying the Measurement of Inventory The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. An entity should disclose sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2015 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2015 or 2014, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 17. |
Furniture and equipment
Furniture and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Furniture and equipment | Note 3 – Furniture and equipment Furniture and equipment consisted of the following at December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Furniture and equipment $ 151,191 $ 137,148 Research and development equipment 13,367 169,350 Leasehold improvements 56,128 46,318 220,686 352,816 Accumulated amortization & depreciation (76,719 ) (90,461 ) Furniture and equipment net $ 143,967 $ 262,355 During the year ended December 31, 2015 the Company incurred amortization and depreciation expense of $72,870, (2014 - $79,230). |
Long lived assets subject to am
Long lived assets subject to amortization | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Long lived assets subject to amortization | Note 4 – Long lived assets subject to amortization Intangible assets are comprised of technology, trademarks and license rights which are recorded at cost. December 31, 2015 December 31, 2014 Technology $ 3,077,244 $ 3,067,827 Marketing and distribution agreement 370,000 370,000 Trademarks 264 264 License rights 1,348 1,348 3,448,856 3,439,439 Accumulated amortization (695,271 ) (203,406 ) Technology and other intangibles, net $ 2,753,585 $ 3,236,033 On August 2, 2014, the company commenced amortization of technology and other intangibles upon delivery of commercial beta devices for testing to a collaboration partner. During the year ended December 31, 2015, $491,865, (2014 - $203,406) was recorded as amortization on technology and other intangibles. The Company’s estimated technology amortization over the next five years is expected to be $2,193,420. The estimated amortization of intangible assets for the five years ended December 31, 2020 and thereafter is as follows: For the years ended Total Technology Marketing and Trademark & license agreements 2016 $ 491,864 $ 438,684 $ 52,857 $ 323 2017 491,863 438,684 52,857 322 2018 491,863 438,684 52,857 322 2019 491,541 438,684 52,857 0 2020 491,541 438,684 52,857 0 Future years 294,913 264,080 30,833 0 $ 2,753,585 $ 2,457,500 $ 295,118 $ 967 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 5 - Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2015 and December 31, 2014 is as follows: December 31, 2015 December 31, 2014 Goodwill – beginning of year $ 1,140,246 $ 1,140,246 Goodwill – end of year $ 1,140,246 $ 1,140,246 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 6 - Income taxes: The domestic and foreign components of income (loss) before income taxes from continuing operations are as follows: December 31, 2015 December 31, 2014 Domestic $ (9,713,671 ) $ (9,622,324 ) Foreign (715,095 ) (117,912 ) Loss from continuing operations before provision for income taxes $ (10,428,766 ) $ (9,740,236 ) The income tax provision (benefit) consists of the following: December 31, 2015 December 31, 2014 Foreign Current $ 0 $ 0 Deferred (136,663 ) (25,941 ) U.S. federal Current 0 0 Deferred (3,268,587 ) (2,897,734 ) State & local Current 0 0 Deferred (58,656 ) (30,938 ) Total (3,463,906 ) (2,954,613 ) Change in valuation allowance 3,463,906 2,954,613 Income tax provision (benefit) $ 0 $ 0 The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows: December 31, 2015 December 31, 2014 U.S. federal statutory income tax rate (benefit) (34.0 %) (34.0 %) State income taxes, net of federal benefit (0.6 %) (0.4 %) Permanent differences 2.6 % 4.1 % Foreign Tax Rate Differential 0.2 % - Other (1.8 %) - Change in valuation allowance 33.6 % 30.3 % Effective rate 0.0 % 0.0 % The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: December 31, 2015 December 31, 2014 Deferred tax assets Net operating loss carryovers $ 7,537,193 $ 4,466,003 R and D credit 563,641 321,482 Accrued compensation — 37,796 Stock-based compensation 491,371 358,762 Derivative liability 84,174 76,739 Intangible asset amortization 6,634 — Total deferred tax assets 8,683,013 5,260,782 Valuation allowance (8,581,777 ) (5,117,872 ) Deferred tax asset, net of valuation allowance 101,236 142,910 Deferred tax liabilities Fixed asset depreciation (17,062 ) (11,347 ) Intangible asset amortization — (54,824 ) Convertible debt (84,174 ) (76,739 ) Total deferred tax liabilities (101,236 ) (142,910 ) Net deferred tax asset (liability) $ 0 $ 0 The Company is in the process of filing its federal and state tax returns for the years ended December 31, 2011 through 2015. The NOL’s for these years will not be available to reduce future taxable income, if any, until the returns are filed. As of December 31, 2015 and 2014, the Company would have had approximately $21,145,590 and $12,757,884 of U.S. federal and state net operating loss carryovers (“NOL’s”), respectively, to offset future taxable income. The U.S. federal and state net operating loss carryovers begin expiring in 2025. In accordance with section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance for all periods. For the years ended December 31, 2015 and 2014, the change in the valuation allowance was $3,463,906 and $2,954,613, respectively. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits." A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. Interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as "Interest expense, net" in the statements of operation. Penalties would be recognized as a component of "General and administrative expenses." No interest or penalties were recorded during the year ended December 31, 2015 and December 31, 2014. As of December 31, 2015 and December 31, 2014 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. Foreign earnings are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits). Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable. |
Sales of common stock
Sales of common stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Note 7 - Sales of common stock During the years ended December 31, 2015 and 2014, the Company has issued shares of common stock as follows: On January 15, 2014 the Company issued 100,000 shares at a price of $0.167 per share for the settlement of notes payable with a total value of $16,700. During the period January 31, 2014 to March 5, 2014 the Company issued 6,550,000 units at a price of $0.10 per unit for aggregate proceeds of $655,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant. On February 10, 2014 the Company issued 405,581 shares at a price of $0.2465 per share for services with a total fair value of $100,000. On February 10, 2014 the Company issued 1,250,000 shares at a price of $0.23 per share for services with a total fair value of $287,500. During the period March 6, 2014 to November 14, 2014 the Company issued 23,103,632 units at a price of $0.15 per unit for aggregate proceeds of $3,465,545. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant. During the period April 28, 2014 to September 15, 2014 the Company issued 325,000 units at a price of $0.15 per unit for services with a total value of $48,750. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant. On May 1, 2014 the Company issued 2,000,000 shares for services valued at $160,000. On May 29, 2014 the Company issued 347,222 shares at a price of $0.144 per share for the settlement of notes payable with a total value of $50,000. During the period June 1, 2014 to September 30, 2014 the Company issued 200,000 shares at a price of $0.20 and $0.21 per share for services with a total fair value of $40,000. On July 8, 2014 the Company entered into a settlement for debt agreement with the Chairman of the Board, in the amount of $105,000. Pursuant to the terms of the agreement the Company issued 700,000 units at a price of $0.15 per unit. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two year term on the attached warrant. On July 16, 2014 the Company issued 11,400 shares at a price of $0.05 per share for services with a total fair value of $570. On August 14, 2014 the Company issued 32,500 shares at a price of $0.22 per share for services with a total fair value of $7,150. On October 1, 2014 the Company issued 25,000 shares at a price of $0.17 per share for services with a total fair value of $4,250. On November 1, 2014 the Company issued 25,000 shares at a price of $0.14 per share for services with a total fair value of $3,500. During the period November 21, 2014 to December 31, 2014 the Company issued 14,400,000 units at a price of $0.05 per unit for aggregate proceeds of $720,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant. During the period January 1, 2015 to September 30, 2015 the Company issued 29,286,500 units at a price of $0.05 per unit for aggregate proceeds of $1,464,325. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant. On January 13, 2015 the Company issued 331,986 shares at a price of $0.069 per share for the settlement of convertible notes payable with a total value of $23,000. The balance of principal and interest due under this convertible note, after this conversion was $74,829. On February 2, 2015 the Company issued 75,000 shares at a price of $0.10 per share for services valued at $7,500. On February 2, 2015 the Company issued 180,000 shares at a price of $0.05 per share in settlement of accrued payables of $9,000. On February 9, 2015 the Company issued 400,000 shares at a price of $0.05 per share in settlement of services valued at $20,000. On February 20, 2015 the Company issued 180,000 shares for services at a price of $0.05 per share for a total value of $9,000. On March 20, 2015 the Company issued 400,000 shares at a price of $0.048 per share upon conversion of $19,200 of principal and interest due under the terms of a convertible promissory note. The balance of principal and interest due under that note after the conversion was $167,467. On March 31, 2015 the Company issued 146,667 shares and warrants to acquire a further 146,667 shares at a price of $0.30, for a period of two years, pursuant to the terms of a share purchase amending agreement. The agreement relates to units issued pursuant to a private placement at $0.15 per unit on November 14, 2014. Aggregate proceeds paid to the Company were $11,000 and the adjustment changes the issue price to $0.05 per unit. On April 15, 2015 the Company issued 300,000 units at a price of $0.05 per unit for services with a total value of $15,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a strike price of $0.30 for a term of two years. On April 27, 2015 the Company issued 450,000 shares at a price of $0.04 per share upon conversion of $19,035 of convertible notes. The balance due under the note after conversion was $148,432. The note is paid in full as of December 31, 2015. On April 29, 2015 the Company issued 240,000 units at a price of $0.05 per unit for services with a total value of $12,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On May 29, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On June 2, 2015 the Company issued 400,000 units at a price of $0.05 per unit for services with a total value of $20,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On June 10, 2015 the Company issued 250,000 shares at a price of $0.10 per share in settlement of services valued at $25,000. On June 24, 2015 the Company issued 1,000,000 shares at a price of $0.10 per share in settlement of services valued at $100,000. On June 30, 2015 the Company issued 312,500 shares at a price of $0.08 per share for the settlement of convertible notes payable with a total value of $25,000. The balance of principal and interest due under this convertible note, after this conversion was $51,322. On June 30, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On June 30, 2015 the Company issued 144,250 shares at a price of $0.10 per share in settlement of services valued at $14,425. On June 30, 2015 the Company issued 2,000,000 units at a price of $0.05 per unit for services with a total value of $100,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On July 1, 2015 the Company issued 60,000 units at a price of $0.05 per unit for services with a total value of $3,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On July 10, 2015 the Company issued 1,500,000 shares at a price of $0.05 per share in settlement of services valued at $75,000. On July 31, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On August 7, 2015 the Company issued 24,000 shares at a price of $0.05 for conversion of interest in the amount of $1,200, representing the final interest charges on the convertible note. On August 13, 2015 the Company issued 29,340 shares at a price of $0.05 for conversion of interest in the amount of $1,467, representing the final interest charges on the convertible note. On August 20, 2015 the Company issued 180,000 shares for services at a price of $0.16 per share for a total value of $28,800. On August 24, 2015 the Company issued 1,000,000 shares at a price of $0.10 per share in settlement of services valued at $100,000. On August 31, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On September 2, 2015 the Company issued 3,926,923 shares at a price of $0.048 per share for the settlement of convertible notes payable with a total value of $191,749. On September 18, 2015 the Company issued 73,970 shares at a price of $0.15 per share in settlement of services valued at $11,096. On September 22, 2015 the Company issued 1,000,000 shares at a price of $0.12 per share in settlement of services valued at $120,000. On September 28, 2015 the Company issued 210,000 units at a price of $0.05 per unit for services with a total value of $10,500. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. On September 30, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term. During the period October 1, 2015 to December 31, 2015 the Company issued 21,181,006 units at a price of $0.05 per unit for aggregate proceeds of $1,059,050. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant. On October 12, 2015 the Company issued 1,500,000 shares at a price of $0.10 per share, for services with a total value of $150,000. On October 14, 2015 the Company issued 900,000 shares at a price of $0.11 per share, for services with a total value of $ 99,000. On October 20, 2015 the Company issued 400,000 shares at a price of $0.10 per share, for services with a total value of $40,000. On October 22, 2015 the Company issued 500,000 shares at a price of $0.10 per share, for services with a total value of $50,000. On October 26, 2015 the Company issued 416,666 shares pursuant to a notice of conversion of a convertible note at a price of $0.048 per share, for the conversion of $20,000. On November 6, 2015 the Company issued 200,000 shares pursuant to a notice of conversion of a convertible note at a price of $0.041 per share, for the conversion of $8,200. On November 30, 2015 the Company issued 124,000 units at a price of $0.05 per unit for services with a total value of $6,200. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.20 with a two-year term. On December 2, 2015 the Company issued 360,000 shares at a price of $0.08 per share, for services with a total value of $28,800. On December 21, 2015 the Company issued 1,500,000 shares at a price of $0.10 per share, for services with a total value of $150,000. During the period from December 21 to December 24, 2015 the Company issued 8,730,000 shares for the sale of stock at a price of $0.05 per shares in lieu of warrants that have expired. The sales have a total value of $436,500. On December 30, 2015 the Company issued 500,000 shares at a price of $0.15 per share, for services with a total value of $75,000. On December 31, 2015 the Company issued 500,000 shares at a price of $0.05 per share, for services with a total value of $25,000. On December 31, 2015 the Company issued 3,000,000 shares at a price of $0.05 per share in settlement of a convertible note with a total value of $150,000. |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes payable | Note 8 – Notes Payable Promissory Notes 5BARz International, Inc. Unpaid Note Unpaid Balance Balance December 17, 2012 $ 80,000 (a) $ 19,445 $ 99,445 $ 93,045 January 8, 2013 81,977 (b) — 81,977 96,313 August 21, 2014 — (c) — — 184,667 October 6, 2014 250,000 (d) 3,123 253,123 250,623 March 3, 2015 — (e) — — — March 6, 2015 400,000 (f) 148,283 548,283 — May 4, 2015 91,800 (g) 46,200 138,000 — May 21, 2015 100,000 (h) 74,064 174.064 — May 26, 2015 — (i) — — — June 2, 2015 — (j) — — — June 15, 2015 102,500 (k) 72,500 175,000 — June 17, 2015 52,500 (l) 29,717 82,217 — June 18, 2015 100,000 (m) 63,956 163,956 — June 18, 2015 52,500 (n) 29,693 82,193 — June 26, 2015 104,500 (o) 72,152 176,652 — July 9, 2015 — (p) — — — July 17, 2015 62,750 (q) 42,532 105,282 — July 30, 2015 100,000 (r) 72,167 172,167 — August 27, 2015 59,000 (s) 33,195 92,195 — August 27, 2015 100,000 (t) 70,764 170,764 — October 7-9,2015 85,000 (u) 2,514 87,514 — October 28,2015 100,000 (v) 52,915 152,915 — October 30, 2015 105,000 (w) 55,081 160,081 — Notes payable – 5BARz International Inc. $ 2,027,527 $ 888,301 $ 2,915,828 $ 624,648 CelLynx Group Inc. Unpaid Note Unpaid Balance Balance May 24, 2012 $ 15,900 (x) $ 30,118 $ 46,018 $ 37,148 September 12, 2012 12,500 (y) 20,548 33,048 26,676 Notes Payable - CelLynx Group, Inc. $ 28,400 $ 50,666 $ 79,066 $ 63,824 Sub-Total $ 2,055,927 $ 938,967 $ 2,994,894 $ 688,472 Debt Discount — — (111,630 ) (407,986 ) Total, net of debt discount $ 2,055,927 $ 938,967 $ 2,883,264 $ 280,486 a) In December 2012, a shareholder purchased 1,600,000 common shares for $80,000. On January 17, 2013, the security was amended to a convertible debenture with an 8% per annum yield and may be converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. During the period from issuance of the convertible debenture issuance to December 31, 2015, interest of $19,445 was accrued on the convertible debenture, resulting in a total principal and interest due at December 31, 2015 of $99,445. A derivative liability at December 31, 2015 of $24,861 (2014 - $23,262) in connection with this note. b) On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant in settlement of $147,428 payable to that consultant for services rendered. The convertible debenture yields interest at 8% per annum and may be converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. During the year ended December 31, 2015 interest of $5,431 (2014 - $8,491) was accrued on the convertible debenture. During the year ended December 31, 2015 $48,000 (2014 - $66,700) was settled by way of conversion into common stock. On September 30, 2015 the agreement was amended, $16,000 in past due consulting fees were added to the principal of the note, and on December 31, 2015 an additional $12,000 in unpaid consulting fees were added to the note. The total principal and interest due under the note at December 31, 2015 amount of $81,977 (2014 - $96,313). In addition the Company reflected a derivative liability at December 31, 2015 of $20,494 (2014 - $24,079) in connection with this note. c) On August 21, 2014 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $500,000 of which $150,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $16,667. The interest rate on the note is 0% for the first 90 days. The loan may be repaid at any time during the first three months of the note term. Thereafter, if the note is not repaid, a one-time interest charge of 12% is assessed. The note is convertible into common stock of the issuer at a discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00005. At December 31, 2014, accrued interest and principal totaled $186,667. On March 20, 2015 the holder converted $19,200 of principal and interest on the note for 400,000 shares. On April 24, 2015 the Company entered into an agreement for the settlement of the note for proceeds of $252,334. On April 27, 2015 the holder converted a further $19,035 for 450,000 shares. On May 6, 2015 the Company paid $240,000 to settle the note and the balance of $12,334 was paid on May 21, 2015. The note has been paid in full at December 31, 2015. d) On October 6, 2014 the Company entered into a Note and Warrant purchase agreement with three parties who have agreed to provide to the Company additional resources to run operations. The parties have agreed to loan up to $1,500,000 pursuant to the terms of a convertible promissory note and warrant agreement. On the closing date, October 6, 2014 the Company received $250,000 cash. The purchasers have agreed that at any time on or before the earlier of (i) the Purchasers’ election, or (ii) the execution of an engagement letter by and between the Company and an Investment Banking Firm acceptable to the purchaser relating to the provision of financial advisory services by the Investment Banking Firm to the Company, that the Company will sell Notes representing the balance of the authorized principal amount not sold at the Closing to the Purchasers. The convertible note accrues interest at a rate of 1% per annum and provides for the conversion of the principal and accrued interest on the note into common stock at any time, at the election of the holder at a price of $0.15 per share. Further, the number of warrants to be issued will be equal to the proceeds loaned pursuant to the note and warrant purchase agreement divided by $0.15. The warrant has a term of five (5) years and provides a strike price of $0.20 per share. The fair value of warrants at the date of issue was $282,767 using the Black-Scholes pricing model. The convertible promissory note and accrued interest at December 31, 2014 was $250,623, net of an unamortized debt discount of $223,319, resulting in a carrying value of $27,304. During the year ended December 31, 2015, additional interest of $2,500 was accrued to bring the total principal and interest balance to $253,123 at December 31, 2015, net of an unamortized debt discount of $111,630, resulting in a carrying value of $141,493. e) On March 3, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $350,000 of which $175,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $17,500. The loan may be repaid at any time during the first six months of the note term, at a prepayment premium on day 90 of 115%, increasing by 5% each month to month 6. On June 1, 2015, a one-time interest charge of 10% was assessed, or $19,250. After 6 months, the note is convertible into common stock of the issuer at a discount to market of 35%, with the market defined as the lowest trade price for a period of 25 days prior to the issuance, with a conversion floor price at no lower than $0.001. On August 26, 2015 the balance due under the note of $211,750 was fully converted into common stock by the issuance of 4,343,589 common shares at a price of $0.046. The note has been paid in full at December 31, 2015. f) On March 6, 2015 the Company entered into a Note and Warrant adjustment purchase agreement with two parties who have agreed to provide to the Company additional resources to run operations. The parties have agreed to loan $400,000 pursuant to the terms of a convertible promissory note and warrant adjustment agreement. On the closing date, March 6, 2015 the Company received $400,000 cash. The note matures on September 6, 2015. The loan maturity may be extended for an additional 6 months by payment on the original maturity date of unpaid interest, plus a 10% extension fee. The convertible note accrues interest at a rate of 15% semi annually and provides for the conversion of the principal and accrued interest on the note into common stock at any time, at the election of the holder at a price of $0.05 per share. Further, warrants to acquire up to 12,441,667 shares which had been issued in conjunction with previous financings at strike prices ranging from $0.20 to $0.30 per share are to be re-priced to a strike price of $0.05 per share with the maturity dates changed to March 6, 2016. The Company has the right to repay the loan by payment of the principal and accrued interest at the date of repayment. On September 6, 2015 the maturity of the loan was extended for 6 months, with the unpaid interest of $60,000 and $40,000 extension fee being added to the note payable. At December 31, 2015 unpaid principal and interest on the note aggregate $548,283. Subsequent to December 31, 2015 the note was cancelled. See subsequent event note. g) On May 6, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principal amount of $250,000 of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $10,000. The interest rate on the note is 12%, with 6% being charged on the Issuance Date to the Original Principal Amount in the amount of $6,600 and the remaining 6% being charged to the Original Principal Amount on the 61th calendar day after the issuance date provided the note has not been paid in full. The loan may be repaid at any time during the first 120 days of the note term. The note is convertible into common stock of the issuer at the lesser of $0.09 or a discount to market of 50%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.001. On November 3, 2015 an amending agreement was entered into providing for the prepayment of the note at any time up to 9 months from the loan origination date at a rate of 145% of the then unpaid principal and interest due under the note. On November 6, 2015 the Company issued 200,000 shares pursuant to a notice of conversion of a convertible note at a price of $0.041 per share, for the conversion of $8,200. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 120%. The note is payable on demand. The principal and interest due under the note at December 31, 2015 was $138,000. Subsequent to December 31, 2015 a settlement agreement was reached. See subsequent event note. h) On May 21, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principal amount of $200,000 of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $10,000. The interest rate on the note is 12%. The prepayment penalty of the note is as follows, 5% from day 1 to 90 days, 15% from day 91 to 150 days, 18% from day 151 to 179 days and 25% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 118%, in addition to that a default penalty payment of $1,000 per business day was added to the outstanding balance. The principal and interest due under the note at December 31, 2015 was $174,064. The note is payable upon demand. i) On May 26, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $100,000. The interest rate on the note is 12%. The note is convertible into common stock of the issuer at $0.05. In connection with the note, a Security Agreement was signed, with a general assignment of the company assets to the note holder, and 3 million warrants were issued. As a result of conversion feature and the warrants the Company recorded a debt discount of $100,000 at the inception of the convertible note agreement. The accrued interest in the amount of $1,167 was paid in cash on June 30, 2015. On The balance of the debt discount was expensed at the time the note was paid in full. The note has been paid in full as of December 31, 2015. j) On June 2, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $100,000. The interest rate on the note is 12% per annum. The note is convertible into common stock of the issuer at $0.05. In connection with the note, a Security Agreement was signed, with a general assignment of the company assets to the note holder, and 3 million warrants were issued. As a result of conversion feature and the warrants the Company recorded a debt discount of $100,000 at the inception of the convertible note agreement. The accrued interest in the amount of $933 was paid in cash on June 30, 2015. On The balance of the debt discount was expensed at the time the note was paid in full. The note has been paid in full as of December 31, 2015 k) On June 15, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $125,000 of which $102,500 was advanced to the Company at the inception of the note. The Company recorded an interest of $22,500 at inception of the note, and issued 250,000 shares at $0.10.The note is convertible into common stock of the issuer at 0.05 if converted within 180 days after the Issuance Date, or at a discount to market of 35%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.0001, if converted after 180 days. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 140%.The principal and interest due under the note at December 31, 2015 was $175,000. The note is payable upon demand. Subsequent to December 31, 2015 a settlement agreement was reached. See subsequent event note. l) On June 17, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th m) On June 18, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $105,000 of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 5% of the loan amount, or $5,000. The interest rate on the note is 10%. The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th n) On June 18, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th o) On June 26, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $110,000 of which $104,500 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount of $5,500. The interest rate on the note is 12%. Upon an Event of Default the interest rate shall increase to 18%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 120 days, and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.0001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an Event of Default of the note. Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 18% per annum. The principal and interest due under the note at December 31, 2015 was $176,652. The note is payable upon demand. Subsequent to December 31, 2015 a settlement agreement was reached. See subsequent events note. p) On July 9, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $450,000. The interest rate on the note accrues at a rate of $50,000 within 30 days and $50,000 weekly thereafter. The principal and accrued interest is convertible into common stock after 60 days, if not repaid, in whole or in part at a conversion price of $0.02 per share. During the period October 6 through December 24, 2015 the Company made a payment of $617,000 against the convertible note and accrued interest. On December 31, 2015 the Company entered into a settlement agreement whereby the note was settled by the issuance of 3,000,000 common shares and assumed a liability of the noteholder in the amount of $83,000. The $83,000 is due by no later than June 30, 2016. The settlement agreement provides for the cancellation of the convertible note and the Company has reflected the issuance of the 3,000,000 common shares valued at $150,000 and an account payable of $83,000 at December 31, 2015. The note has been cancelled at December 31, 2015 q) On July 17, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $66,250 of which $60,000 was advanced to the Company at the inception of the note. The interest rate on the note is 10%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 25% from day 1 to 30 days, 30% from day 31 to 60 days, 35% from day 61 to 90 days, 40% from day 91 to 120 days, 45% from day 121 to 150 days, 50% from day 151 to 180 days. There is no right to prepayment after 180 days. The note is convertible into common stock of the issuer at a discount to market of 45%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.0001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 24% per annum. The principal and interest due under the note at December 31, 2015 was $105,282. The note is payable on demand. Subsequent to December 31, 2015 the note was settled. See subsequent event note. r) On July 30, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $110,000 of which $100,000 was advanced to the Company at the inception of the note. The interest rate on the note is 10%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150%. The note is payable upon demand. The principal and interest due under the note at December 31, 2015 was $172,167. s) On August 27, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $59,000 of which $55,000 was advanced to the Company at the inception of the note. The interest rate on the note is 12%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is 40%. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.000058. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150%. The principal and interest due under the note at December 31, 2015 was $92,195. The note is payable upon demand. Subsequent to December 31, 2015 a settlement agreement was reached. See subsequent events note. t) On August 27, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $110,000 of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $10,000. The interest rate on the note is 10%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 180 days. This note may not be prepaid after the 180 th u) During the period October 7, 2015 to October 10, 2015 the Company entered into three convertible note arrangements with certain investors, in the principal amount of $85,000. Interest is accrued on the notes at a rate of 8% per annum, and the notes mature one year from the date of issue. The notes are convertible after 183 days by the borrower at a conversion price of the lesser of $0.05 per share or 70% of market, defined as the lowest trade price for a period 20 days prior to the notice of conversion, if VWAP . In no case may the debt be converted at less than $0.01 per share. The Company may prepay the note principal and interest at a rate of 125% of principal and interest within 90 days of the issue date and at a rate of 135% after 90 days from the issue date. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the interest rate was increased to 20% per annum. The notes are payable upon demand. The principal and interest due under the notes at December 31, 2015 was $87,514. v) On October 28th, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $100,000. Interest is accrued on the note at a rate of 12% per annum, and the note matures on July 28, 2016. The note is convertible at any time by the borrower at a conversion price which is the lesser of closing sale price on the close date of the note or 60% of market, defined as the lowest trade price for a period 25 days prior to the notice of conversion. The Company may prepay the note principal and interest at rates from 145% of principal and interest within 180 days from the issue date. After 180 days the note may not be prepaid. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150%.The note is payable upon demand. The principal and interest due under the note at December 31, 2015 was $152,915. w) On October 30, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $105,000 of which $100,000 was advanced to the Company at the inception of the note. Interest is accrued on the note at a rate of 8% per annum, and the note matures on October 30, 2016. The note is convertible at any time by the borrower at a conversion price which is the lesser of closing sale price on the close date of the note or 60% of market, defined as the lowest trade price for a period 10 days prior to the notice of conversion. The Company may prepay the note principal and interest as follows, 125% from day 1 to 90 days, 140% from day 91 to 180 days, 150% after 180 days. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 18% per annum. The note is payable upon demand. The principal and interest due under the note at December 31, 2015 was $160,081. x) On May 24, 2012, CelLynx Group, Inc., completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $37,500. The Note bears interest at a rate of 8%, and was due on November 24, 2012, (the “Due Date”). The Company could settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. The Company redeemed $21,600 payable on that note, by the issuance of CelLynx Group, Inc. common shares. As of December 31, 2015 the note is past due. The note principal and accrued interest outstanding at December 31, 2015 was $46,018. y) On September 12, 2012, CelLynx Group, Inc. completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $12,500. The Note bears interest at a rate of 8%, and is due on March 12, 2013, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. As of December 31, 2015 the note is past due. The note was carried at $33,048 comprised of principal and interest due at December 31, 2015. At December 31, 2015, substantially all the above debt is in default and is immediately due and payable. Fair market value of the conversion options at December 31, 2015 was therefore de minims. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Capital Lease Obligations [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Operating Lease Obligation On August 22, 2014 (the commencement date) the Company amended the terms of its leased facilities in San Diego, California. Pursuant to the terms of that amending agreement the Company extended the terms of its base lease for a further 66 months and in addition leased an expansion premises at the same location, also for 66 months. This lease, as amended represents aggregate minimum lease payments over the next five years as follows; 2016 $ 264,314 2017 290,788 2018 300,966 2019 311,499 2020 53,380 Total $ 1,220,947 Operating Lease Obligation Effective January 1, 2015, the Company’s subsidiary 5BARz India Private Limited entered into an facility lease agreement for five (5) years at a monthly lease rate of 60,000 Indian rupees ($900 USD) per month. Aggregate minimum lease payments over the next five years are as follows; 2016 $ 10,800 2017 10,800 2018 10,800 2019 10,800 2020 0 Total $ 43,200 |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Options And Warrants | |
Options and Warrants | Note 10 – Options and Warrants Warrants – 5BARz International Inc. The following table summarizes the warrant activity to December 31, 2015: Number of Weighted Average Average Remaining Outstanding at December 31, 2014 81,960,397 $ 0.28 .98 Granted * 75,959,850 0.12 1.48 Exercised — — Cancelled/ expired (55,731,770 ) 0.27 — Outstanding at December 31, 2015 102,188,477 $ 0.25 1.20 Exercisable at December 31, 2015 102,188,477 $ 0.25 1.20 * During the year ended December 31, 2015, the Company granted 65,030,850 warrants as part of a unit in connection with various equity raises, 6,250,000 in connection with the issuance of convertible notes and 4,679,000 as part of a unit for services to consultants. In addition, the Company cancelled and re-issued 12,441,667 warrants changing the strike price to $0.05 per warrant from $0.20 and $0.30 and extending the term to 2 years, in conjunction with an additional $400,000 loan from the holders. The incremental fair value associated with the modification was deminus. The Company has authorized capital of 400,000,000 shares, and accordingly should all options, warrants and potentially convertible securities be exercised, the Company may not have enough authorized shares to honor its commitments. Options – 5BARz International Inc. Number of Weighted Average Average Remaining Outstanding at December 31, 2014 12,250,000 $ 0.15 6.42 Granted 7,290,000 0.09 6.05 Exercised — — — Cancelled (4,060,000) 0.17 8.59 Outstanding at December 31, 2015 15,480,000 $ 0.11 5.04 Exercisable at December 31, 2015 15,480,000 $ 0.11 5.04 On January 27, 2015 the Company issued 500,000 stock options at a strike price of $0.10 per share. On April 7, 2015 the company cancelled the 2,000,000 options issued on August 1, 2014 and re-issued them at strike price of $0.10. On April 22, 2015 the Company issued 100,000 stock options at a strike price of $0.10 per share, on June 19, 2015 the Company issued 800,000 stock options at a strike price of $0.10 per share on July 1, 2015 issued 300,000 at a strike price of $0.11, on December 4, 2015 issued 3.590,000 at strike price of $0.08, during the period the Company cancelled 4,060,000 stock options, 90 days from the date of termination of the related consulting agreement. The Company reports stock-based compensation under ASC 718 “Compensation – Stock Compensation”. ASC 718 requires all share-based payments to employees, including grants of employee stock options, warrants to be recognized in the consolidated financial statements based on their fair values. The Company amortizes the fair value of employee stock options on a straight-line basis over the requisite service period of the awards. The Company accounts for equity instruments issued to non-employees as compensation in accordance with the provisions of ASC 718, which require that each such equity instrument be recorded at its fair value on the measurement date, which is typically the date the services are performed. As of December 31, 2015, total unamortized compensation expenses related to unvested stock options were $297,674, This amount is expected to be recognized over a weighted average period of 12 months. The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The Company measured the stock options issued at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below: January 27, 2015 April 7, 2015 April 22, 2015 June 19 2015 July 1, 2015 December 4, 2015 Stock price $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.11 $ 0.08 Volatility 96 % 96 % 96 % 96 % 96 % 91 % Risk-free interest rate 1.36 % 2.26 % 1.63 % .64 % .64 % .64 % Dividend yield 0 0 0 0 0 0 Expected life 5 years 10 years 10 years 5 years 5 years 5 years In addition to the stock options issued pursuant to the 2013 stock option plan as provided above, the Company awarded 2,000,000 shares (valued at $160,000) to be provided to the CTO of the Company, to be vested over a period which is the sooner of (i) 12 months of engagement with the Company as CTO, or (ii) the successful completion of the beta test unit as specified in working with the Company’s collaborative partner, a multi-national wireless operator. Those shares became fully vested on May 1, 2014. The fair value of the options was determined to be as follows based upon the assumptions provided above; Date Issued Number of options Fair value January 27, 2015 500,000 $34,540 April 7, 2015 2,000,000 $156,344 April 22, 2015 100,000 $8,810 June, 2015 800,000 $57,212 July 1, 2015 300,000 18,632 December 4, 2015 199,365 The option valuations are being amortized over vesting terms ranging from immediate to 3 years. For the year ended December 31, 2015, $375,698 (2014 –$1,628,503) was amortized to expense. Options – CelLynx Group, Inc. The number and weighted average exercise prices of all Cellynx Group, Inc. options and warrants exercisable as of December 31, 2015, are as follows: Options Weighted average Weighted average remaining contract life Opening at December 31, 2014 69,000,000 $ 0.0002 3.27 Granted — — — Expired — — — Outstanding at December 31, 2015 69,000,000 $ 0.0002 2.27 Exercisable at December 31, 2015 69,000,000 $ 0.0002 2.27 Warrants – CelLynx Group, Inc. There are no warrants outstanding at December 31, 2015 in Cellynx Group Inc. The following table summarizes the warrant activity to December 31, 2015: Number of Weighted Average Average Remaining Outstanding at December 31, 2014 4,500,000 $ .96 .12 Granted — — — Exercised — — — Expired (4,500,000 ) .96 — Outstanding at December 31, 2015 — $ — — Exercisable at December 31, 2015 — $ — — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related party transactions: On July 8, 2014, the Company entered into a shares for debt settlement agreement with the Chairman of the Board of the Company. The parties agreed to settle $105,000 of past due consulting fees due to the Chairman of the Board for 700,000 common shares, and 700,000 warrants. Each warrant has a strike price of $0.20 and expires two years from the date of issuance, July 8, 2016. On July 10, 2014, the Director of Cellynx Group, Inc. was issued 100,000,000 shares of the common stock of Cellynx Group, Inc., at a cost basis of $0.0004 per share, paid as compensation for his services with a total value of $40,000. The amount is included in stock based compensation for the year ended December 31, 2014. During the year ended December 31, 2015, the Company engaged an engineering company in Bangalore, India to perform engineering services for the Company in the aggregate amount of $895,501. The Engineering Company is owned by the Director and the CEO of 5BARz India Private Limited, and the CEO of the engineering company is the spouse of the Director and the CEO of 5BARz India Private Limited. The amount due to Aseema Softnet Technologies Inc. at December 31, 2015 was $605,302. Further, effective January 1, 2015 the Company entered into an operating sub-lease agreement for five years for office facilities within the Aseema Softnet Technologies offices at Suite #1741, 2 nd The aggregate future minimum lease payments required to be made over the next five years is as follows; 2016 $ 10,800 2017 10,800 2018 10,800 2019 10,800 2020 — Total $ 43,200 |
Investment in 5BARz AG
Investment in 5BARz AG | 12 Months Ended |
Dec. 31, 2015 | |
Investment In 5barz Ag | |
Investment in 5BARz AG | Note 12 – Investment in 5BARz AG On October 6, 2011, the Company incorporated a subsidiary Company under the laws of Switzerland, in the Canton of Zurich, called 5BARz AG. On October 19, 2011, the registrant, 5BARz International Inc. entered into a Marketing and Distribution agreement with 5BARz AG, through which 5BARz AG holds the exclusive rights for the marketing and distribution of products produced under the 5BARz™ In November 2014, the Company was advised that an investment banking firm (BDC Investment AG, “BDC”) involved in the financing 5BARz AG in Zurich Switzerland, was placed into liquidation by Swiss Authorities and that certain other Companies funded by BDC including 5BARz AG were also ordered to liquidate. At the date of liquidation, May 18, 2015, the Company held a 94.3% equity interest in 5BARz AG. The license agreement provided for the termination of the license agreement in the event of liquidation. The Company reflected a loss of $155,251 as a result of the liquidation of 5BARz AG for the year ended December 31, 2015. |
Investment in CelLynx Group, In
Investment in CelLynx Group, Inc. | 12 Months Ended |
Dec. 31, 2015 | |
Investment In Cellynx Group Inc. | |
Investment in CelLynx Group, Inc. | Note 13 – Investment in CelLynx Group, Inc. On January 7, 2011 the Company entered into a stock purchase agreement with two founding shareholders of CelLynx Group, Inc. to acquire in aggregate 63,412,638 shares of the capital stock of CelLynx Group, Inc. for total proceeds of $634,126. At that date the Company had paid $170,000 as a deposit made under that agreement. On March 29, 2012 the Company entered into a securities exchange agreement and settlement agreement with each of the two founding shareholders of CelLynx Group, Inc. whereby in addition to the $170,000 paid, the Company issued 1,250,000 shares of its common stock in exchange for the 63,412,638 shares of CelLynx Group, Inc. and mutual releases were signed between the parties releasing each from any further obligation. On March 29, 2012, the Company acquired a further interest in CelLynx Group, Inc. by conversion of $73,500 of convertible debt in CelLynx Group, Inc for the issuance of 350,000,000 shares in the capital stock of CelLynx Group, Inc. As a result, in combination with the shares acquired from existing shareholders referred to above, the registrant acquired a 60% controlling interest in CelLynx Group, Inc. and has accounted for that acquisition as a consolidated subsidiary of the registrant effective March 29, 2012. Subsequent to that acquisition, the Company has converted amounts due, pursuant to the convertible line of credit agreement between the Company and CelLynx Group Inc. as follows; Date Amount converted Shares issued April 13, 2012 $ 7,700 51,333,333 May 15, 2012 $ 58,500 390,000,000 May 21, 2013 $ 9,375 375,000,000 March 31, 2014 $ 26,250 105,000,000 July 10, 2014 $ 31,620 155,000,000 Each of the conversions reflected in the preceding schedule increased the percentage ownership that the Company holds in CelLynx Group, Inc. to a 60% interest, subsequent to dilution arising from the acquisition of stock by others. At December 31, 2014 the Company had a 60% equity ownership in CelLynx Group, Inc. |
Asset Acquisition Agreement
Asset Acquisition Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Asset Acquisition Agreement | |
Asset Acquisition Agreement | Note 14 – Asset Acquisition Agreement On March 29, 2012, the Company and CelLynx Group Inc. entered into an agreement which provided several amendments to the agreement referred to above. As a result of those amendments, the following arrangements between the Companies were established; i. 5BARz International, Inc. acquired a 60% interest in the patents and trademarks held by CelLynx Group Inc., referred to as the “5BARz™” technology. That interest in the technology was acquired for proceeds comprised of 9,000,000 shares of the common stock of the Company, valued at the date of acquisition at $0.20 per share or $1,800,000 USD. The acquisition agreement also clarified that the ownership interest in the intellectual property does represent that proportionate interest in income earned from the intellectual property. ii. The Company had agreed to make available to CelLynx Group, Inc a revolving line of credit facility as amended in the amount of $2.2 million dollars on October 5, 2010. Pursuant to this revolving line of credit facility, which was scheduled to expire on October 5, 2013, the Company advanced $2,394,643 to the date of expiry. At September 30, 2013 the Company agreed to extend the term of the line of credit facility to CelLynx Group, Inc., for the lesser of one year, or the time that CelLynx Group,Inc. becomes self-sustaining from royalty income. Under the amended terms of the line of credit facility, the Company has the right to convert amounts due under the facility into common stock of CelLynx, at a conversion rate which is calculated at 51% of the average lowest three closing bid prices of the CelLynx Group, Inc. common stock for a period which is ten (10) days prior to the date of conversion. This conversion rate was established previously by other parties that have funded CelLynx, and is being matched by 5BARz. At December 31, 2015, the Company holds 1,489,745,971 shares of the capital stock of CelLynx Group, Inc. and has a balance of $3,164,914 principal and interest due under the line of credit facility from Cellynx Group, Inc. On September 30, 2014 the Line of Credit agreement between the parties matured. CelLynx is a consolidated subsidiary of 5BARz International Inc., since March 29, 2012. iii. Pursuant to the Master Global Marketing and Distribution agreement between 5BARz International, Inc. and CelLynx Group, Inc., the registrant was obligated to pay to CelLynx Group, Inc a royalty fee amounting to 50% of the Company’s Net Earnings, from products or license arrangements related to the 5BARz™ technology, in a ratio equal to the CelLynx proportionate interest in the underlying technology. That fee would be paid on a quarterly basis, payable in cash or immediately available funds and shall be due and payable not later than 45 days following the end of each calendar quarter of the year. The asset acquisition agreement amendment referred to herein specified that the royalties would be paid in relation to the ownership of the intellectual property. In addition as a result of the acquisition of a 60% interest in CelLynx Group, Inc. by the registrant, this royalty item is an intercompany transaction which in the future will be eliminated upon consolidation in financial reporting of the consolidated financial results of 5BARz International Inc. and subsidiaries. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Note 15 – Litigation Prior to the Company’s investment in CelLynx, on July 19, 2010 certain claims for unpaid wages were filed against CelLynx, Inc. Judgments were obtained commencing in August 2011 On May 7, 2015, the Companies registered records office in Nevada received a complaint filed in the Los Angeles Superior Court against 5BARz International, Inc. by IRTH Communications LLC claiming breach of contract and claiming unpaid fees, interest and expense claims in the amount of $82,040. IRTH Communications LLC vs 5BARz International, Inc. SCI124140 (County of Los Angeles – West Judicial District). On May 13, 2015 the Company received a complaint filed in the Superior Court of the State of California, County of San Diego against 5BARz International Inc, and Daniel Bland, by Assured Wireless International Corp. claiming breach of contract and claiming unpaid fees and interest of $171,159, plus penalties. Assured Wireless vs. 5BARz International Inc, and Daniel Bland 37-2015-00012766-CU-BC-CTL (County of San Diego). On August 14, 2015 the Company received a complaint filed in the Superior Court of the State of California, County of San Diego on August 4, 2015, against 5BARz International Inc. by, Pluto Technologies, Inc. claiming breach of contract and claiming unpaid fees, charges for equipment repairs and interest of $70,750. Pluto Technologies, Inc. vs 5BARz International, Inc. 37-2015-00025796-CU-BC-CTL (County of San Diego) On January 8, 2016 a complaint was filed in the Superior Court of the State of California, County of San Diego against 5BARz International Inc., and certain offices of the Company by Warren Cope, a former consulting engineer of the Company claiming breach of contract and fraud claiming unpaid fees and interest of $121,616, plus 100,000 options exercisable at a price of $0.10 per share. Warren Cope vs. 5BARz International Inc., et all 37-2016-00000510-CU-BC-CTL (County of San Diego). On March 10, 2016 a complaint was filed in the Eleventh Judicial Circuit Court in Miami-Dade County, Florida, against BARz International, Inc. and certain officers and employees of the Company by Group 10 Holdings, LLC a lender by way of convertible debenture, claiming breach of contract, fraud, negligent misrepresentation and unjust enrichment, claiming $110,000 plus interest at 12%. Group 10 Holdings vs 5BARz International, Inc. et all 2016-005597 CA 01 On April 11, 2016 a complaint was filed in the Supreme Court of the State of New York, County of New York, against 5BARz International Inc. and Daniel Bland by R Squared Partners LLC., a lender by way of convertible note. The complaint alleges breach of contract, requests injunctive relief and tortious interference with Contract. The Company had borrowed $100,000 on June 2, 2015. The Company repaid interest on the note on July 1, 2015 of $933 and repaid the loan principal of $100,000 on August 13, 2015 by wire transfer. Further, on September 1, 2015 the Company issued 29,340 shares as final payout of the note interest via conversion into shares pursuant to the note terms. R Squared Partners LLC has made demand on the Company for an additional amount of $100,000 due under the note and exercise of warrants. The Company disputes the claims for additional amounts due, the Company and defendant will be filing an answer to the complaint. In addition to the above, the Company may become involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Note 16 – Accounts payable and accrued liabilities Accounts payable and accrued expenses are comprised of the following: December 31, December 31, 2014 Product development costs $ 991,799 $ 556,470 Consulting and wages 2,138,729 912,045 Legal and administrative 498,704 165,587 Acquired liabilities – CelLynx - 2012 1,118,495 1,072,328 Other 249,491 159,846 Total $ 4,997,218 $ 2,866,276 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent events Sales of Common Stock During the period January 1, 2016 to April 7, 2016 the Company issued 27,820,000 units at a price of $0.05 per unit for aggregate proceeds of $1,391,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant. On January 19, 2016 the Company issued 1,578,463 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.0441 per share, for a conversion value of $69,626. On January 20, 2016 the Company issued 200,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.06 per share, for a conversion value of $12,000. On February 20, 2016 the Company issued 225,000 shares at a price of $0.09 per share, for services with a total value of $20,250. On February 26, 2016 the Company issued 312,650 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $15,633. On February 29, 2016 the Company issued 45,455 shares at a price of $0.11 per share, for services with a total value of $5,000. On March 6, 2016 the Company issued 2,875,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $143,750. On March 6, 2016 the Company issued 8,625,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $431,250. On March 25, 2016 the Company issued 500,000 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $25,000. The balance of principal and interest due under this convertible note, after this conversion was $66,653. On March 31, 2016 the Company issued 115,000 units at a price of $0.05 per unit for services with a total value of $5,750. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.20 with a two-year term. On March 31, 2016 the Company issued 600,784 units at a price of $0.05 per unit, for services with a total value of $30,039. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 for a term of two years. Convertible notes - Settlement Agreements On January 19, 2016, the Company settled convertible debt in the principal and interest amount of $69,626 by the issuance of 1,578,463 shares, at a price of $0.041 per share. The settlement amount does not require the payment of default penalties contemplated in the note agreement. See note 8(q) above. On January 20, 2016, the Company settled convertible debt in the principal and interest amount of $138,000 referred to in Note 8(g) above, by the issuance of 200,000 shares issued on January 20, 2016, and the commitment to make a series of payments over 8 months, ending September 15, 2016 in the aggregate amount of $120,000. The Company made payments under the settlement agreement on February 8, 2016 of $7,500 and on March 15, 2016 of $15,000 as required by the agreement. On February 26, 2016, the Company settled convertible debt in the principal and interest amount of $92,195 referred to in Note 8(s) above. The settlement agreement provides for the issuance of 312,650 common shares issued on February 26, 2016 and the agreement to make a series of payments in the aggregate amount of $68,268 over a five month period commencing on April 15, 2016. On March 6, 2016 the Company settled two convertible notes in the aggregate principal and interest amount of $575,000 referred to in Note 8(f) above, by conversion into 11,500,000 shares of common stock, issued at a conversion price of $0.05 per share. On March 7, 2016 the Company settled convertible debt in the principal and interest amount of $176,652 referred to in Note 8(o) above. The settlement agreement provides for the Company to make eight monthly payments commencing on April 15, 2016, each in the amount of $22,178, an aggregate amount of $177,424. On March 10, 2016 the Company settled convertible debt in the principal and interest amount of $170,764 referred to in Note 8(t) above. The settlement agreement provides for the Company to make eight monthly payments commencing on April 15, 2016, for an aggregate amount of $168,065. On March 17, 2016 the Company settled convertible debt in the principal and interest amount of $175,000 referred to in Note 8(k) above. The settlement agreement provides for the Company to make eight monthly payments commencing on April 15, 2016, each in the amount of $21,875, an aggregate amount of $175,000 On March 25, 2016 the Company issued 500,000 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $25,000. The balance of principal and interest due under this convertible note, after this conversion was $66,653. Litigation On January 8, 2016 a complaint was filed in the Superior Court of the State of California, County of San Diego against 5BARz International Inc, and certain offices of the Company by Warren Cope, a former consulting engineer of the Company claiming breach of contract and fraud claiming unpaid fees and interest of $121,616, plus 100,000 options exercisable at a price of $0.10 per share. Warren Cope vs. 5BARz International Inc, et all 37-2016-00000510-CU-BC-CTL (County of San Diego). On March 10, 2016 a complaint was received, filed in the Eleventh Judicial Circuit Court in Miami-Dade County, Florida, against 5BARz International, Inc. and certain officers and employees of the Company by Group 10 Holdings, LLC a lender by way of convertible debenture, claiming breach of contract, fraud, negligent misrepresentation and unjust enrichment, claiming $110,000 plus interest at 12%. Group 10 Holdings vs 5BARz International, Inc. et all 2016-005597 CA 01 On April 11, 2016 a complaint was filed in the Supreme Court of the State of New York, County of New York, against 5BARz International Inc. and Daniel Bland by R Squared Partners LLC. a lender by way of convertible note. The complaint alleges breach of contract, requests injunctive relief and tortious interference with Contract. The Company had borrowed $100,000 on June 2, 2015. The Company repaid interest on the note on July 1, 2015 of $933.33 and repaid the loan principle of $100,000 on August 13, 2015 by wire transfer. Further, on September 1, 2015 the Company issued 29,340 shares as final payout of the note interest via conversion into shares pursuant to the note terms. R Squared Partners LLC has made demand on the Company for an additional amount of $100,000 due under the note and exercise of warrants. The Company disputes the claims for additional amounts due, the Company and defendant will be filing an answer to the complaint. On April 21, 2016 the Company’s 60% owned subsidiary, CelLynx Group, Inc. (CelLynx), received a notice from the SEC indicating that CelLynx was issued an order of suspension of trading as there was a lack of current and accurate information concerning the securities of CelLynx Group, Inc. CelLynx had not filed any periodic reports with the SEC since March 2013. CelLynx Group, Inc. has settled the issue with the SEC and accepted the delisting. CelLynx intends to file a Form 10 to update the information to March 31, 2016. |
Summary of significant accoun24
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its subsidiary companies CelLynx Group Inc. (60%) and its wholly owned subsidiary CelLynx Inc. (100%), 5BARz International SA de CV (99%) in Mexico, and 5BARz India Private Limited (99.9%) in India. Results of operations for subsidiary Companies are reflected only from the date of acquisition of that subsidiary, for the period indicated in the respective statements. All intercompany accounts and transactions have been eliminated in consolidation. The Company started revenue-generating operations in the last quarter of 2015, however these activities are in early stages and still do not generate cash flows from operations, so the Company is dependent on debt and equity funding to finance its operations, and it is considered to be a development stage company. The CompanyÂ’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to commercialize the CompanyÂ’s current technology before another company develops similar technology. In June 2014, the Financial Accounting Standards Board issued new guidance that removed all incremental financial reporting requirements from generally accepted accounting principles in the United States for development stage entities. The Company early adopted this new guidance effective June 30, 2014, as a result of which all inception-to-date financial information and disclosures have been removed from this report. |
Use of estimates | Use of estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates. |
Concentration of credit risk | Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Mexico and Indian bank accounts. There were aggregate uninsured cash balances of $13,634 and $ 0 at December 31, 2015 and 2014, respectively. |
Research and development costs | Research and development costs Research and development costs are charged to expense as incurred. The costs of materials and equipment that are acquired or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives. |
Furniture and Equipment | Furniture and equipment Furniture and equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The furniture and equipment is being depreciated over their estimated useful life of three to seven years. |
Inventory | Inventory Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted-average method. As of December 31, 2015 the CompanyÂ’s inventory included 967 units of Road Warrior cellular network extenders. |
Goodwill and other intangible assets | Goodwill and other intangible assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. In 2014, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made from the qualitative assessment that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. In accordance with the Codification, the Company reviews the carrying value of its intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2015 and 2014. |
Long-Lived Assets Subject to Amortization | Long-Lived Assets Subject to Amortization The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. The intangible assets are being amortized over their estimated useful life of seven to ten years. There were no long-lived assets impairment charges recorded during the years ended December 31, 2015 and 2014. |
Revenue recognition | Revenue recognition The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. |
Foreign currency translation | Foreign currency translation Transactions in foreign currencies have been translated into US dollars using the current rate method. The functional currency of the Company’s former subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). The functional currency of the Company’s subsidiary 5BARz International SA de CV, in Mexico is the local currency, the Mexican Peso, and the functional currency in the Company’s subsidiary 5BARz India Private Limited is the functional currency in India, the Indian Rupee. Assets and liabilities are translated based in the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. The resulting translated gain and loss adjustments are accumulated as a component of stakeholders’ equity and other comprehensive income. |
Concentrations | Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Mexico and Indian bank accounts. There were aggregate uninsured cash balances of $13,634 and $ 0 at December 31, 2015 and 2014, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The guidance requires other comprehensive income (loss) to include foreign currency translation adjustments |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. The Company additionally establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets |
Foreign Operations | Foreign Operations The following summarizes key financial metrics associated with the Company’s foreign operations (these financial metrics are immaterial for the Company’s operations in the Switzerland): For The Years Ended 2015 2014 Assets- U.S. $ 4,402,506 $ 4,902,539 Assets- Mexico. 172,170 Assets- India. 45,129 Assets- Total $ 4,619,805 $ 4,902,539 Liabilities- U.S. $ 9,540,657 $ 3,815,608 Liabilities- Mexico 57,422 Liabilities- India 150,842 Liabilities- Total $ 9,748,921 $ 3,815,608 For The Years Ended 2015 2014 Revenues- U.S. $ — Revenues- Mexico. 2,350 $ - Revenues- India. — - Revenues- Total $ 2,350 $- Net Loss- U.S. $ 9,720,192 $9,740,236 Net Loss- Mexico 98,301 - Net Loss- India 610,273 - Net Loss- Total $ 10,428,766 $9,740,236 |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. • Level 3. Significant unobservable inputs that cannot be corroborated by market data. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. Consolidated Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Derivative Liabilities: December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 December 31, 2014 $ 547,940 $ — $ — $ 547,940 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: December 31, 2015 December 31, 2014 Beginning balance $ 547,940 $ 60,018 Aggregate fair value of conversion feature upon issuance of common shares (457,228 ) 263,490 Change in fair value of derivative liabilities (45,356 ) 224,432 Reclassification of warrants to derivative liability 1,823,083 — Ending balance $ 1,868,439 $ 547,940 The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below: December 31, 2015 December 31, 2014 Stock price $ 0.10 $ 0.11 Volatility 91.3 % 83 % Risk-free interest rate 0.04 % 0.46 % Dividend yield 0.0 % 0 % Expected life 0.01 years 1.6 years Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables above may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Derivative Instruments | Derivative instruments The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. If the Company were to enter into a financial arrangement through the issuance of convertible debt and or warrants, for which such instruments would contain a variable conversion feature with an indeterminable number of shares, the Company would apply a sequencing policy in accordance with ASC 815- 40-35-12 whereby such instruments, and all future issuances of financial instruments regardless of conversion terms, would be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. The Company may also apply sequencing in any circumstance, whereby the Company has entered into financial arrangements for commitments to issue shares, for which such issuances would exceed the authorized share limit. Upon the issuance of any such instrument, the excess shares committed to be issued, would also be reclassified as a derivative liability. The Black-Scholes option valuation model was used to estimate the fair value of the warrants and conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Valuation Model to be materially the same. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or conversion options. Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument. |
Stock-based Compensation | Stock Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Amortization of Debt Discount The Company issued various debt with warrants for which total proceeds were allocated to individual instruments based on the relative fair value of the each instrument at the time of issuance. The value of the debt was recorded as discount on debt and amortized over the term of the respective debt. Stock Based Compensation (continued) The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction. For non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount is then recognized over the period the services are required to be provided in exchange for the award, usually the vesting period. The Company incurred stock based compensation charges during the year ended December 31, 2015 and 2014 as follows; 12 months ended December 31 2015 2014 General and administrative $ 146,932 $ 798,885 Research and development 98,741 452,427 Sales and marketing 130,024 425,364 Total $ 375,697 $ 1,676,676 |
Net loss per share | Net loss per share The Company reports net loss per share in accordance with the ASC Topic 260, “Earnings Per Share.”, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants and conversion of notes payable. These potentially dilutive securities outstanding at December 31, 2015 and December 31, 2014 respectively of 155,670,170 and 102,517,763 were not included in the calculation of loss per common share, because their effect would be anti-dilutive. The Company may not have sufficient Common shares available to issue should all of the above conversions and exercises occur. Accordingly, the Company may have to settle these contracts in cash if they are not successful in increasing the authorized number of shares. The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Recent accounting pronouncements | Recent Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In April, 2015, the FASB issued ASU 2015-03 on “Simplifying the Presentation of Debt issuance costs” The ASU changes the presentation of debt issue costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability. Amortization of the cost is reported as an interest expense. The amendments in this ASU are effective for public business entities for annual periods ending after December 15, 2015. Early adoption is permitted. The Company will adopt this ASU effective December 31, 2015 upon issuance of it’s annual audited financial statements. At that time the Company would apply the new guidance retrospectively to all prior periods. In July 2015, the FASB issued ASU No. 2015-11, “ Inventory: Simplifying the Measurement of Inventory The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. An entity should disclose sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2015 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2015 or 2014, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 17. |
Summary of Accounting Policies
Summary of Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Foreign Operations | December 31, 2015 2014 Assets- U.S. $ 4,396,990 $ 4,902,539 Assets- Mexico. 172,170 Assets- India. 50,645 Assets- Total $ 4,619,805 $ 4,902,539 Liabilities- U.S. $ 9,540,657 $ 3,815,608 Liabilities- Mexico 57,422 Liabilities- India 150,842 Liabilities- Total $ 9,748,921 $ 3,815,608 For The Years Ended 2015 2014 Revenues- U.S. $ — Revenues- Mexico. 2,350 $ - Revenues- India. — - Revenues- Total $ 2,350 $- Net Loss- U.S. $ 9,720,192 $9,740,236 Net Loss- Mexico 98,301 - Net Loss- India 610,273 - Net Loss- Total $ 10,428,766 $9,740,236 |
Fair Value of Financial instruments Assets and Liabilities | Consolidated Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Derivative Liabilities: December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 December 31, 2014 $ 547,940 $ — $ — $ 547,940 |
Level 3 financial liabilities that are measured at fair value on a recurring basis | December 31, 2015 December 31, 2014 Beginning balance $ 547,940 $ 60,018 Aggregate fair value of conversion feature upon issuance of common shares (457,228 ) 263,490 Change in fair value of derivative liabilities (45,356 ) 224,432 Reclassification of warrants to derivative liability 1,823,083 — Ending balance $ 1,868,439 $ 547,940 |
Fair Value of Financial instruments Black-Scholes option pricing models | December 31, 2015 December 31, 2014 Stock price $ 0.10 $ 0.11 Volatility 91.3 % 83 % Risk-free interest rate 0.04 % 0.46 % Dividend yield 0.0 % 0 % Expected life 0.01 years 1.6 years |
Stock Compensation Changes | 12 months ended December 31 2015 2014 General and administrative $ 146,932 $ 798,885 Research and development 98,741 452,427 Sales and marketing 130,024 425,364 Total $ 375,697 $ 1,676,676 |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Furniture and Equipment | December 31, 2015 December 31, 2014 Furniture and equipment $ 151,191 $ 137,148 Research and development equipment 13,367 169,350 Leasehold improvements 56,128 46,318 220,686 352,816 Accumulated amortization & depreciation (76,719 ) (90,461 ) Furniture & equipment net $ 143,967 $ 262,355 |
Long lived assets and goodwill
Long lived assets and goodwill subject to amortization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Intangible Assets | December 31, 2015 December 31, 2014 Technology $ 3,077,244 $ 3,067,827 Marketing and distribution agreement 370,000 370,000 Trademarks 264 264 License rights 1,348 1,348 3,448,856 3,439,439 Accumulated amortization (695,271 ) (203,406 ) Technology and other intangibles, net $ 2,753,585 $ 3,236,033 |
Estimated amortization of intangible assets | For the years ended Total Technology Marketing and Trademark & license agreements 2016 $ 491,864 $ 438,684 $ 52,857 $ 323 2017 491,863 438,684 52,857 322 2018 491,863 438,684 52,857 322 2019 491,541 438,684 52,857 0 2020 491,541 438,684 52,857 0 Future years 294,913 264,080 30,833 0 $ 2,753,585 $ 2,457,500 $ 295,118 $ 967 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | December 31, 2015 December 31, 2014 Goodwill – beginning of year $ 1,140,246 $ 1,140,246 Goodwill – end of year $ 1,140,246 $ 1,140,246 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign components of income (loss) before income taxes | December 31, 2015 December 31, 2014 Domestic $ (9,713,671 ) $ (9,622,324 ) Foreign (715,095 ) (117,912 ) Loss from continuing operations before provision for income taxes $ (10,428,766 ) $ (9,740,236 ) |
Income tax provision (benefit) | December 31, 2015 December 31, 2014 Foreign Current $ 0 $ 0 Deferred (136,663 ) (25,941 ) U.S. federal Current 0 0 Deferred (3,268,587 ) (2,897,734 ) State & local Current 0 0 Deferred (58,656 ) (30,938 ) Total (3,463,906 ) (2,954,613 ) Change in valuation allowance 3,463,906 2,954,613 Income tax provision (benefit) $ 0 $ 0 |
Reconciliation of statutory and effective income tax rate | December 31, 2015 December 31, 2014 U.S. federal statutory income tax rate (benefit) (34.0 %) (34.0 %) State income taxes, net of federal benefit (0.6 %) (0.4 %) Permanent differences 2.6 % 4.1 % Foreign Tax Rate Differential 0.2 % - Other (1.8 %) - Change in valuation allowance 33.6 % 30.3 % Effective rate 0.0 % 0.0 % |
Deferred Tax asset and liability | December 31, 2015 December 31, 2014 Deferred tax assets Net operating loss carryovers $ 7,537,193 $ 4,466,003 R and D credit 563,641 321,482 Accrued compensation — 37,796 Stock-based compensation 491,371 358,762 Derivative liability 84,174 76,739 Intangible asset amortization 6,634 — Total deferred tax assets 8,683,013 5,260,782 Valuation allowance (8,581,777 ) (5,117,872 ) Deferred tax asset, net of valuation allowance 101,236 142,910 Deferred tax liabilities Fixed asset depreciation (17,062 ) (11,347 ) Intangible asset amortization — (54,824 ) Convertible debt (84,174 ) (76,739 ) Total deferred tax liabilities (101,236 ) (142,910 ) Net deferred tax asset (liability) $ 0 $ 0 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Note | 5BARz International, Inc. Unpaid Note Unpaid Balance Balance December 17, 2012 $ 80,000 (a) $ 19,445 $ 99,445 $ 93,045 January 8, 2013 81,977 (b) — 81,977 96,313 August 21, 2014 — (c) — — 184,667 October 6, 2014 250,000 (d) 3,123 253,123 250,623 March 3, 2015 — (e) — — — March 6, 2015 400,000 (f) 148,283 548,283 — May 4, 2015 91,800 (g) 46,200 138,000 — May 21, 2015 100,000 (h) 74,064 174.064 — May 26, 2015 — (i) — — — June 2, 2015 — (j) — — — June 15, 2015 102,500 (k) 72,500 175,000 — June 17, 2015 52,500 (l) 29,717 82,217 — June 18, 2015 100,000 (m) 63,956 163,956 — June 18, 2015 52,500 (n) 29,693 82,193 — June 26, 2015 104,500 (o) 72,152 176,652 — July 9, 2015 — (p) — — — July 17, 2015 62,750 (q) 42,532 105,282 — July 30, 2015 100,000 (r) 72,167 172,167 — August 27, 2015 59,000 (s) 33,195 92,195 — August 27, 2015 100,000 (t) 70,764 170,764 — October 7-9,2015 85,000 (u) 2,514 87,514 — October 28,2015 100,000 (v) 52,915 152,915 — October 30, 2015 105,000 (w) 55,081 160,081 — Notes payable – 5BARz International Inc. $ 2,027,527 $ 888,301 $ 2,915,828 $ 624,648 CelLynx Group Inc. Unpaid Note Unpaid Balance Balance May 24, 2012 $ 15,900 (x) $ 30,118 $ 46,018 $ 37,148 September 12, 2012 12,500 (y) 20,548 33,048 26,676 Notes Payable - CelLynx Group, Inc. $ 28,400 $ 50,666 $ 79,066 $ 63,824 Sub-Total $ 2,055,927 $ 938,967 $ 2,994,894 $ 688,472 Debt Discount — — (111,630 ) (407,986 ) Total, net of debt discount $ 2,055,927 $ 938,967 $ 2,883,264 $ 280,486 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Tables | |
Capital Lease Minimum Lease Payments | 2016 $ 264,314 2017 290,788 2018 300,966 2019 311,499 2020 53,380 Total $ 1,220,947 |
Operating Lease Minimum Lease Payments | 2016 $ 10,800 2017 10,800 2018 10,800 2019 10,800 2020 0 Total $ 43,200 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Options And Warrants Tables | |
Warrants - 5BARz International Inc. | Number of Weighted Average Average Remaining Outstanding at December 31, 2014 81,960,397 $ 0.28 .98 Granted * 75,959,850 0.12 1.48 Exercised — — Cancelled/ expired (55,731,770 ) 0.27 — Outstanding at December 31, 2015 102,188,477 $ 0.25 1.20 Exercisable at December 31, 2015 102,188,477 $ 0.25 1.20 |
Options- 5BARz International Inc. | Number of Weighted Average Average Remaining Outstanding at December 31, 2014 12,250,000 $ 0.15 6.42 Granted 7,290,000 0.09 6.05 Exercised — — — Cancelled (4,060,000) 0.17 8.59 Outstanding at December 31, 2015 15,480,000 $ 0.11 5.04 Exercisable at December 31, 2015 15,480,000 $ 0.11 5.04 |
Significant Assumptions and valuation methods - 5BARz International Inc. | January 27, 2015 April 7, 2015 April 22, 2015 June 19 2015 July 1, 2015 December 4, 2015 Stock price $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.11 $ 0.08 Volatility 96 % 96 % 96 % 96 % 96 % 91 % Risk-free interest rate 1.36 % 2.26 % 1.63 % .64 % .64 % .64 % Dividend yield 0 0 0 0 0 0 Expected life 5 years 10 years 10 years 5 years 5 years 5 years |
Options-CelLynx Group, Inc. | Options Weighted average Weighted average remaining contract life Opening at December 31, 2014 69,000,000 $ 0.0002 3.27 Granted — — — Expired — — — Outstanding at December 31, 2015 69,000,000 $ 0.0002 2.27 Exercisable at December 31, 2015 69,000,000 $ 0.0002 2.27 |
Warrants - CelLynx Group, Inc. | Number of Weighted Average Average Remaining Outstanding at December 31, 2014 4,500,000 $ .96 .12 Granted — — — Exercised — — — Expired (4,500,000 ) .96 — Outstanding at December 31, 2015 — $ — — Exercisable at December 31, 2015 — $ — — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions Tables | |
Minimum lease payments | 2016 $ 10,800 2017 10,800 2018 10,800 2019 10,800 Total $ 43,200 |
Investment in CelLynx Group, 34
Investment in CelLynx Group, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Acquistion of Cellynx Group, Inc. | Date Amount converted Shares issued April 13, 2012 $ 7,700 51,333,333 May 15, 2012 $ 58,500 390,000,000 May 21, 2013 $ 9,375 375,000,000 March 31, 2014 $ 26,250 105,000,000 July 10, 2014 $ 31,620 155,000,000 |
Accounts payable and accrued 35
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable and accrued expenses | December 31, December 31, 2014 Product development costs $ 991,799 $ 556,470 Consulting and wages 2,138,729 912,045 Legal and administrative 498,704 165,587 Acquired liabilities – CelLynx - 2012 1,118,495 1,072,328 Other 249,491 159,846 Total $ 4,997,218 $ 2,866,276 |
Organization (Details)
Organization (Details) | 12 Months Ended |
Dec. 31, 2015 | |
5BARz AG [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Nov. 6, 2011 |
Acquired interest | 94.20% |
Percentage Owned | 60.00% |
5BARz International SA de CV [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Jan. 12, 2015 |
5BARz India Private Limited [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Jan. 12, 2015 |
CelLynx Group Inc. [Member] | |
Business Acquisition [Line Items] | |
Percentage Owned | 100.00% |
Going concern (Details)
Going concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Going Concern Details | ||
Net (loss) before non-controlling interest | $ (10,428,766) | $ (9,740,236) |
Net cash from used in operating activities | (4,042,141) | (5,440,416) |
Gross proceeds from private placements | 2,960,168 | 4,840,545 |
Issue of convertible debt | 2,476,750 | 400,000 |
Paid for services with debt | 1,344,321 | $ 596,720 |
Sale of equity securities | $ 20,000,000 |
Summary of Accounting Policie38
Summary of Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
AccountingPoliciesLineItems [Line Items] | ||
Federal Deposit Insurance Corporation (FDIC) | $ 250,000 | |
Uninsured cash balances | $ 13,634 | $ 0 |
Net loss per share | ||
Dilutive securities | 155,670,170 | 102,517,763 |
Level 3 [Member] | ||
AccountingPoliciesLineItems [Line Items] | ||
Derivative Liabilities | $ 547,940 | $ 60,018 |
Aggregate fair value of conversion feature upon issuance of common shares | (457,228) | 263,490 |
Change in fair value of derivative liabilities | (45,356) | $ 224,432 |
Reclassification of warrants to derivative liability | 1,823,083 | |
Derivative Liabilities | $ 1,868,439 | $ 547,940 |
Level 3 Valuation Methodolgy | ||
Stock Price | $ 0.10 | $ 0.11 |
Expected volatility | 91.30% | 83.00% |
Risk-free Interest | 0.04% | 0.46% |
Annual Dividend Yield | 0.00% | 0.00% |
Exepected Life (years) | 1 day | 1 year 6 months |
Summary of Accounting Policie39
Summary of Accounting Policies - Foreign Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
TOTAL ASSETS | $ 4,619,805 | $ 4,902,539 |
TOTAL LIABILITIES | 9,748,921 | $ 3,815,608 |
Sales | 2,350 | |
Net Loss- Total | 10,428,766 | $ 9,740,236 |
U.S. [Member] | ||
TOTAL ASSETS | 4,396,990 | 4,902,539 |
TOTAL LIABILITIES | 9,540,657 | 3,815,608 |
Net Loss- Total | 9,720,192 | $ 9,740,236 |
Mexico [Member] | ||
TOTAL ASSETS | 172,170 | |
TOTAL LIABILITIES | 57,422 | |
Sales | 2,350 | |
Net Loss- Total | 98,301 | |
India [Member] | ||
TOTAL ASSETS | 50,645 | |
TOTAL LIABILITIES | 150,842 | |
Net Loss- Total | $ 610,273 |
Summary of Accounting Policie40
Summary of Accounting Policies -Stock based compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 375,697 | $ 1,676,676 |
General and administration [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | 146,932 | 798,885 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | 98,741 | 452,427 |
Selling and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 130,024 | $ 425,364 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 220,686 | $ 352,816 |
Accumulated depreciation | (76,719) | (90,461) |
Furniture & equipment net | 143,967 | 262,355 |
Office furniture and equipemnt [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 151,191 | 137,148 |
Research and development equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 13,367 | 169,350 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 56,128 | $ 46,318 |
Equipment Additional (Details N
Equipment Additional (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equipment Additional Details Narrative | ||
Depreciation Expense | $ 72,870 | $ 79,230 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 3,448,856 | $ 3,439,439 |
Accumulated amortization | (695,271) | (203,406) |
Intangible assets, net | 2,753,585 | 3,236,033 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 3,077,244 | 3,067,827 |
Marketing and distribution Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 370,000 | 370,000 |
Trademark and license agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 264 | 264 |
License rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,348 | $ 1,348 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Expense | $ 491,865 | $ 203,406 |
Life of amortization | 5 years | |
Estimated Amortization-2016 | $ 491,864 | |
Estimated Amortization-2017 | 491,863 | |
Estimated Amortization-2018 | 491,863 | |
Estimated Amortization-2019 | 491,541 | |
Estimated Amortization-2020 | 491,541 | |
Estimated Amortization- Future years | 294,913 | |
Total Estimated Amortization | 2,753,585 | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Estimated Amortization | 2,193,420 | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Amortization-2016 | 438,684 | |
Estimated Amortization-2017 | 438,684 | |
Estimated Amortization-2018 | 438,684 | |
Estimated Amortization-2019 | 438,684 | |
Estimated Amortization-2020 | 438,684 | |
Estimated Amortization- Future years | 264,080 | |
Total Estimated Amortization | 2,457,500 | |
Trademark and license agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Amortization-2016 | 323 | |
Estimated Amortization-2017 | 322 | |
Estimated Amortization-2018 | 322 | |
Estimated Amortization-2019 | 0 | |
Estimated Amortization-2020 | 0 | |
Estimated Amortization- Future years | 0 | |
Total Estimated Amortization | 967 | |
Marketing and distribution Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Amortization-2016 | 52,857 | |
Estimated Amortization-2017 | 52,857 | |
Estimated Amortization-2018 | 52,857 | |
Estimated Amortization-2019 | 52,857 | |
Estimated Amortization-2020 | 52,857 | |
Estimated Amortization- Future years | 30,833 | |
Total Estimated Amortization | $ 295,118 |
Goodwill (Details Narrative) (U
Goodwill (Details Narrative) (USD $) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,140,246 | $ 1,140,246 |
Components of income taxes (Det
Components of income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (9,713,671) | $ (9,622,324) |
Foreign | (715,094) | (117,912) |
Loss from continuing operation before provision for income taxes | $ (10,428,766) | $ (9,740,236) |
Income Tax Provision (benefit)
Income Tax Provision (benefit) (Details) (USD $) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign | ||
Current | $ 0 | $ 0 |
Deferred | (136,663) | (25,941) |
US federal | ||
Current | 0 | 0 |
Deferred | (3,268,587) | (2,897,734) |
State & local | ||
Current | 0 | 0 |
Deferred | (58,656) | (30,938) |
Total | (3,463,906) | (2,954,613) |
Change in valuation allowance | 3,463,906 | 2,954,613 |
Income tax provision (benefit) | $ 0 | $ 0 |
Reconciliation of statutory and
Reconciliation of statutory and effective income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory income tax rate (benefit) | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (0.60%) | (0.40%) |
Permanent differences | 2.60% | 4.10% |
Foreign Tax Rate Differential | 0.20% | |
Other | (1.80%) | |
Change in valuation allowance | 33.60% | 30.30% |
Effective rate | 0.00% | 0.00% |
Deferred Tax asset and liabilit
Deferred Tax asset and liability (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 7,537,193 | $ 4,466,003 |
R&D credit | $ 563,641 | 321,482 |
Accrued compensation | 37,796 | |
Stock-based compensation | $ 491,371 | 358,762 |
Derivative liability | 84,174 | $ 76,739 |
Intangible asset amortization | 6,634 | |
Total deferred tax assets | 8,683,013 | $ 5,260,782 |
Valuation allowance | (8,581,777) | (5,117,872) |
Deferred tax asset, net of valuation allowance | 101,236 | 142,910 |
Deferred tax liabilities | ||
Fixed asset depreciation | $ (17,062) | (11,347) |
Intangible asset amortization | (54,824) | |
Convertible debt | $ (84,174) | (76,739) |
Total deferred tax liabilities | (101,236) | (142,910) |
Net deferred tax assets (liability) | $ 0 | $ 0 |
Federal income tax (Details Nar
Federal income tax (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
US Federal net operating loss | $ 21,145,590 | $ 12,757,884 |
Change in valuation allowance | $ 3,463,906 | $ 2,954,613 |
Cumulative Sales of Stock 2014
Cumulative Sales of Stock 2014 (Details) (USD $) - USD ($) | Dec. 31, 2015 | Dec. 29, 2015 | Dec. 21, 2015 | Dec. 02, 2015 | Nov. 06, 2015 | Oct. 26, 2015 | Oct. 22, 2015 | Oct. 20, 2015 | Oct. 14, 2015 | Oct. 12, 2015 | Sep. 30, 2015 | Sep. 28, 2015 | Sep. 22, 2015 | Sep. 18, 2015 | Sep. 02, 2015 | Aug. 31, 2015 | Aug. 26, 2015 | Aug. 24, 2015 | Aug. 20, 2015 | Jul. 10, 2015 | Jun. 30, 2015 | Jun. 24, 2015 | Jun. 10, 2015 | Jun. 02, 2015 | May. 29, 2015 | May. 02, 2015 | Apr. 27, 2015 | Mar. 20, 2015 | Feb. 20, 2015 | Feb. 09, 2015 | Feb. 02, 2015 | Jan. 13, 2015 | Nov. 14, 2014 | Nov. 01, 2014 | Oct. 02, 2014 | Sep. 30, 2014 | Sep. 15, 2014 | Aug. 14, 2014 | Jul. 16, 2014 | Jul. 08, 2014 | May. 29, 2014 | May. 01, 2014 | Feb. 10, 2014 | Jan. 15, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 24, 2015 | Nov. 30, 2015 | Aug. 13, 2015 | Aug. 07, 2015 | Jul. 31, 2015 | Jul. 02, 2015 | Apr. 29, 2015 | Apr. 15, 2015 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 2,960,168 | $ 4,840,545 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, other (value) | $ 109,000 | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units Issued (in shares) | 21,181,006 | 29,286,500 | 2,000,000 | 23,103,632 | 29,286,500 | 325,000 | 14,400,000 | 29,286,500 | 21,181,006 | 14,400,000 | 8,730,000 | 124,000 | 160,000 | 60,000 | 240,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 25,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 4,250 | $ 160,000 | $ 59,344 | $ 44,054 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services (in shares) | 500,000 | 500,000 | 1,500,000 | 360,000 | 500,000 | 400,000 | 900,000 | 1,500,000 | 160,000 | 210,000 | 1,000,000 | 73,970 | 160,000 | 1,000,000 | 180,000 | 1,500,000 | 160,000 | 1,000,000 | 250,000 | 400,000 | 160,000 | 180,000 | 400,000 | 75,000 | 25,000 | 25,000 | 32,500 | 11,400 | 405,581 | 200,000 | ||||||||||||||||||||||||||
Common stock issued for services | $ 25,000 | $ 75,000 | $ 150,000 | $ 28,800 | $ 50,000 | $ 40,000 | $ 99,000 | $ 150,000 | $ 8,000 | $ 10,500 | $ 120,000 | $ 11,096 | $ 8,000 | $ 100,000 | $ 28,800 | $ 75,000 | $ 8,000 | $ 100,000 | $ 25,000 | $ 20,000 | $ 8,000 | $ 9,000 | $ 20,000 | $ 7,500 | $ 3,500 | $ 4,250 | $ 48,750 | $ 7,150 | $ 570 | $ 100,000 | $ 40,250 | |||||||||||||||||||||||||
Common stock issued for debt, shares | 3,000,000 | 200,000 | 416,666 | 3,926,923 | 4,343,589 | 312,500 | 110,000 | 450,000 | 400,000 | 180,000 | 331,986 | 700,000 | 347,222 | 100,000 | 2,180,000 | 700,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, other (value) | $ 105,000 | $ 50,000 | $ 16,700 | $ 2,180 | $ 700 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Price Per Unit | $ .05 | $ 0.15 | $ 0.10 | $ 0.08 | $ 0.041 | $ 0.48 | $ 0.10 | $ 0.10 | $ 0.11 | $ 0.10 | $ 0.05 | $ 0.05 | $ 0.12 | $ 0.15 | $ 0.048 | $ 0.05 | $ 0.046 | $ 0.10 | $ 0.16 | $ .05 | $ .10 | $ .10 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.30 | $ 0.14 | $ 0.17 | $ 0.20 | $ 0.30 | $ .22 | $ 0.05 | $ 0.15 | $ 0.144 | $ 0.2465 | $ 0.167 | $ 0.30 | $ 0.20 | $ .05 | $ 0.30 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ .05 | $ 0.05 | $ 0.05 | ||||||
Warrant price | $ .20 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.15 | $ 0.05 | $ 0.15 | $ 0.20 | $ 0.05 | $ 0.05 | $ .20 | $ 0.05 | $ 0.20 | $ 0.30 | $ 0.30 | $ 0.30 | $ .30 | ||||||||||||||||||||||||||||||||||||
Cash received for issuance of stock | $ 3,465,545 | $ 720,000 | $ 1,464,325 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Additional | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services (in shares) | 1,250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services | $ 287,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price Per Unit | $ 0.23 |
Cumulative Sales of Stock 2015
Cumulative Sales of Stock 2015 (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 29, 2015 | Dec. 24, 2015 | Dec. 21, 2015 | Dec. 02, 2015 | Nov. 30, 2015 | Nov. 06, 2015 | Oct. 26, 2015 | Oct. 22, 2015 | Oct. 20, 2015 | Oct. 14, 2015 | Oct. 12, 2015 | Sep. 30, 2015 | Sep. 28, 2015 | Sep. 22, 2015 | Sep. 18, 2015 | Sep. 02, 2015 | Aug. 31, 2015 | Aug. 26, 2015 | Aug. 24, 2015 | Aug. 20, 2015 | Jul. 31, 2015 | Jul. 10, 2015 | Jul. 02, 2015 | Jun. 30, 2015 | Jun. 24, 2015 | Jun. 10, 2015 | Jun. 02, 2015 | May. 29, 2015 | May. 02, 2015 | Apr. 29, 2015 | Apr. 27, 2015 | Apr. 15, 2015 | Mar. 20, 2015 | Feb. 20, 2015 | Feb. 09, 2015 | Feb. 02, 2015 | Jan. 13, 2015 | Nov. 01, 2014 | Sep. 30, 2014 | Sep. 15, 2014 | Aug. 14, 2014 | Jul. 16, 2014 | Jul. 08, 2014 | May. 29, 2014 | Feb. 10, 2014 | Jan. 15, 2014 | Dec. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 13, 2015 | Aug. 07, 2015 | Nov. 14, 2014 | Oct. 02, 2014 |
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units Issued (in shares) | 21,181,006 | 8,730,000 | 124,000 | 29,286,500 | 160,000 | 60,000 | 2,000,000 | 240,000 | 300,000 | 29,286,500 | 325,000 | 21,181,006 | 29,286,500 | 21,181,006 | 14,400,000 | 23,103,632 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Sale of Warrants | $ 436,500 | $ 6,200 | $ 8,000 | $ 3,000 | $ 100,000 | $ 12,000 | $ 15,000 | $ 1,059,050 | $ 1,464,469 | |||||||||||||||||||||||||||||||||||||||||||||||
Price Per Unit | $ .05 | $ 0.15 | $ 0.05 | $ 0.10 | $ 0.08 | $ 0.05 | $ 0.041 | $ 0.48 | $ 0.10 | $ 0.10 | $ 0.11 | $ 0.10 | $ 0.05 | $ 0.05 | $ 0.12 | $ 0.15 | $ 0.048 | $ 0.05 | $ 0.046 | $ 0.10 | $ 0.16 | $ 0.05 | $ .05 | $ .05 | $ .10 | $ .10 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.14 | $ 0.20 | $ 0.30 | $ .22 | $ 0.05 | $ 0.15 | $ 0.144 | $ 0.2465 | $ 0.167 | $ .05 | $ 0.20 | $ .05 | $ 0.30 | $ 0.05 | $ 0.05 | $ 0.30 | $ 0.17 | ||||||
Warrant price | $ .20 | $ 0.20 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ .30 | $ 0.05 | $ 0.15 | $ 0.20 | $ .20 | $ 0.05 | $ .20 | $ 0.05 | $ 0.15 | ||||||||||||||||||||||||||||||||||||
Shares issued for Services, shares | 500,000 | 500,000 | 1,500,000 | 360,000 | 500,000 | 400,000 | 900,000 | 1,500,000 | 160,000 | 210,000 | 1,000,000 | 73,970 | 160,000 | 1,000,000 | 180,000 | 1,500,000 | 160,000 | 1,000,000 | 250,000 | 400,000 | 160,000 | 180,000 | 400,000 | 75,000 | 25,000 | 25,000 | 32,500 | 11,400 | 405,581 | 200,000 | ||||||||||||||||||||||||||
Shares issued for services, value | $ 25,000 | $ 75,000 | $ 150,000 | $ 28,800 | $ 50,000 | $ 40,000 | $ 99,000 | $ 150,000 | $ 8,000 | $ 10,500 | $ 120,000 | $ 11,096 | $ 8,000 | $ 100,000 | $ 28,800 | $ 75,000 | $ 8,000 | $ 100,000 | $ 25,000 | $ 20,000 | $ 8,000 | $ 9,000 | $ 20,000 | $ 7,500 | $ 3,500 | $ 4,250 | $ 48,750 | $ 7,150 | $ 570 | $ 100,000 | $ 40,250 | |||||||||||||||||||||||||
Price per unit | $ 0.08 | $ 0.10 | $ .04 | $ 0.048 | $ 0.05 | $ 0.069 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for Debt, shares | 3,000,000 | 200,000 | 416,666 | 3,926,923 | 4,343,589 | 312,500 | 110,000 | 450,000 | 400,000 | 180,000 | 331,986 | 700,000 | 347,222 | 100,000 | 2,180,000 | 700,000 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for Debt, amount | $ 150,000 | $ 8,200 | $ 20,000 | $ 191,749 | $ 25,000 | $ 11,000 | $ 19,035 | $ 19,200 | $ 9,000 | $ 23,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 51,322 | $ 148,432 | $ 167,467 | $ 74,829 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units Issued (in shares) | 146,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Sale of Warrants | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price Per Unit | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant price | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for Services, shares | 144,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services, value | $ 14,250 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) (USD $) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Conversion [Line Items] | ||
Unpaid Note Principal | $ 2,055,927 | |
Unpaid Interest & penalty | 938,967 | |
Notes Payable | 2,994,894 | $ 688,472 |
Debt discount | (111,630) | (407,986) |
Notes payable, net of debt discount | 2,883,264 | 280,486 |
Subtotal [Member] | ||
Debt Conversion [Line Items] | ||
Unpaid Note Principal | 2,055,927 | |
Unpaid Interest & penalty | 938,967 | |
Notes Payable | 2,994,894 | 688,472 |
5BARz [Member] | ||
Debt Conversion [Line Items] | ||
Unpaid Note Principal | 2,027,527 | |
Unpaid Interest & penalty | 888,301 | |
Notes Payable | $ 2,915,828 | 624,648 |
Note a [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Dec. 17, 2012 | |
Unpaid Note Principal | $ 80,000 | |
Unpaid Interest & penalty | 19,445 | |
Notes Payable | $ 99,445 | 93,045 |
Note b [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jan. 8, 2013 | |
Unpaid Note Principal | $ 81,977 | 96,313 |
Unpaid Interest & penalty | ||
Notes Payable | $ 81,977 | 96,313 |
Note c [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 21, 2014 | |
Unpaid Note Principal | $ 192,648 | |
Notes Payable | $ 0 | 184,667 |
Note d [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 6, 2014 | |
Unpaid Note Principal | $ 250,000 | |
Unpaid Interest & penalty | 3,123 | |
Notes Payable | 253,123 | 250,623 |
Debt discount | $ 111,630 | $ 223,319 |
Note e [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Mar. 3, 2015 | |
Note f [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Mar. 6, 2015 | |
Unpaid Note Principal | $ 400,000 | |
Unpaid Interest & penalty | 148,283 | |
Notes Payable | $ 548,283 | |
Note g [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 4, 2015 | |
Unpaid Note Principal | $ 91,800 | |
Unpaid Interest & penalty | 46,200 | |
Notes Payable | 138,000 | |
Debt discount | $ 53,653 | |
Note h [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 21, 2015 | |
Unpaid Note Principal | $ 100,000 | |
Unpaid Interest & penalty | 74,064 | |
Notes Payable | $ 174,064 | |
Note i [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 26, 2015 | |
Debt discount | $ 100,000 | |
Note j [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 2, 2015 | |
Debt discount | $ 100,000 | |
Note k [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 15, 2015 | |
Unpaid Note Principal | $ 102,500 | |
Unpaid Interest & penalty | 72,500 | |
Notes Payable | $ 175,000 | |
Note l [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 17, 2015 | |
Unpaid Note Principal | $ 52,500 | |
Unpaid Interest & penalty | 29,717 | |
Notes Payable | 82,217 | |
Debt discount | $ 37,397 | |
Note m [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 18, 2015 | |
Unpaid Note Principal | $ 100,000 | |
Unpaid Interest & penalty | 63,956 | |
Notes Payable | 163,956 | |
Debt discount | $ 75,082 | |
Note n [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 18, 2015 | |
Unpaid Note Principal | $ 52,500 | |
Unpaid Interest & penalty | 29,693 | |
Notes Payable | 82,193 | |
Debt discount | $ 37,541 | |
Note o [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 26, 2015 | |
Unpaid Note Principal | $ 104,500 | |
Unpaid Interest & penalty | 72,152 | |
Notes Payable | $ 176,652 | |
Note p [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 9, 2015 | |
Unpaid Note Principal | ||
Unpaid Interest & penalty | ||
Notes Payable | ||
Note q [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 17, 2015 | |
Unpaid Interest & penalty | $ 42,532 | |
Notes Payable | $ 105,282 | |
Note r [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 30, 2015 | |
Unpaid Note Principal | $ 100,000 | |
Unpaid Interest & penalty | 72,167 | |
Notes Payable | $ 172,167 | |
Note s [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 27, 2016 | |
Unpaid Note Principal | $ 59,000 | |
Unpaid Interest & penalty | 33,195 | |
Notes Payable | $ 92,195 | |
Note t [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 27, 2016 | |
Unpaid Note Principal | $ 100,000 | |
Unpaid Interest & penalty | 70,764 | |
Notes Payable | $ 170,764 | |
Note u [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 7, 2015 | |
Unpaid Note Principal | $ 85,000 | |
Unpaid Interest & penalty | 2,514 | |
Notes Payable | $ 87,514 | |
Note v [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 28, 2015 | |
Unpaid Note Principal | $ 100,000 | |
Unpaid Interest & penalty | 52,915 | |
Notes Payable | $ 152,915 | |
Note w [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 30, 2015 | |
Unpaid Note Principal | $ 105,000 | |
Unpaid Interest & penalty | 55,081 | |
Notes Payable | 160,081 | |
Notes Payable Cellynx Group Inc. [Member] | ||
Debt Conversion [Line Items] | ||
Unpaid Note Principal | 28,400 | |
Unpaid Interest & penalty | 50,666 | |
Notes Payable | $ 79,066 | $ 63,824 |
Note x [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 24, 2012 | |
Unpaid Note Principal | $ 15,900 | |
Unpaid Interest & penalty | 30,118 | |
Notes Payable | $ 46,018 | 37,148 |
Note y [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Sep. 12, 2012 | |
Unpaid Note Principal | $ 12,500 | |
Unpaid Interest & penalty | 20,548 | |
Notes Payable | $ 33,048 | $ 26,676 |
Convertible Promissory Notes 54
Convertible Promissory Notes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | |
Debt Conversion [Line Items] | ||
Issuance of common stock | $ 2,960,168 | $ 4,840,545 |
Unpaid Note Principal | 2,055,927 | |
Shares issued for Debt, amount | 109,000 | 105,000 |
Debt discount | (111,630) | (407,986) |
Note Payable | $ 2,994,894 | 688,472 |
Note a [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Dec. 17, 2012 | |
Issuance of common stock (in shares) | shares | 1,600,000 | |
Issuance of common stock | $ 80,000 | |
Unpaid Note Principal | $ 80,000 | |
Interest Rate per annum | 8.00% | |
Discount percentage | 0.20 | |
Price per share | $ / shares | $ 0.05 | |
Price per share | $ / shares | $ .05 | |
Accrued interest | $ 19,445 | |
Note Payable | 99,445 | 93,045 |
Derivative Liability | $ 24,861 | 23,262 |
Note b [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jan. 8, 2013 | |
Debt Current | $ 119,700 | |
Issuance of common stock | 48,000 | 66,700 |
Unpaid Note Principal | 81,977 | 96,313 |
Shares issued for Debt, amount | $ 147,428 | |
Interest Rate per annum | 8.00% | |
Discount percentage | 0.20 | |
Price per share | $ / shares | $ 0.05 | |
Accrued interest | $ 5,431 | 8,491 |
Past due amounts | 16,000 | |
Unpaid consulting fee | 12,000 | |
Note Payable | 81,977 | 96,313 |
Derivative Liability | $ 20,494 | 24,079 |
Note c [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 21, 2014 | |
Debt Current | $ 500,000 | |
Proceeds from Covertible debenture | 150,000 | |
Unpaid Note Principal | 192,648 | |
Shares issued for Debt, amount | $ 19,200 | |
Shares issued for Debt, shares | shares | 400,000 | |
Interest Rate per annum | 12.00% | |
Discount percentage | 0.40 | |
Original Issue Discount | $ 16,667 | |
Price per share | $ / shares | $ 0.0005 | |
Note paid off | $ 240,000 | |
Carrying value | 252,334 | |
Accrued interest | 186,667 | |
Note Payable | 0 | 184,667 |
Derivative Liability | 241,995 | |
Convertible Note Agreement (1) [Member] | ||
Debt Conversion [Line Items] | ||
Shares issued for Debt, amount | $ 19,035 | |
Shares issued for Debt, shares | shares | 450,000 | |
Note paid off | $ 12,334 | |
Note d [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 6, 2014 | |
Proceeds from Covertible debenture | $ 250,000 | |
Additional Amounts | 1,500,000 | |
Unpaid Note Principal | $ 250,000 | |
Interest Rate per annum | 1.00% | |
Fair value of warrants | $ 282,767 | |
Price per share | $ / shares | $ 0.15 | |
Strike price | $ / shares | $ 0.020 | |
Carrying value | $ 141,493 | 27,304 |
Debt discount | 111,630 | 223,319 |
Note Payable | $ 253,123 | 250,623 |
Interest Expense | $ 2,500 | |
Note e [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Mar. 3, 2015 | |
Debt Current | $ 350,000 | |
Proceeds from Covertible debenture | 175,000 | |
Shares issued for Debt, amount | $ 211,750 | |
Shares issued for Debt, shares | shares | 4,343,589 | |
Date of Maturity | Mar. 3, 2016 | |
Interest Rate per annum | 10.00% | |
Discount percentage | 0.35 | |
Original Issue Discount | $ 17,500 | |
Price per share | $ / shares | $ 0.046 | |
Interest Expense | $ 19,250 | |
Note f [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Mar. 6, 2015 | |
Debt Current | $ 400,000 | |
Issuance of common stock (in shares) | shares | 12,441,667 | |
Proceeds from Covertible debenture | $ 400,000 | |
Unpaid Note Principal | $ 400,000 | |
Shares issued for Debt, shares | shares | 12,441,667 | |
Date of Maturity | Sep. 6, 2015 | |
Interest Rate per annum | 15.00% | |
Price per share | $ / shares | $ 0.05 | |
Strike price | $ / shares | $ 0.05 | |
Note paid off | $ 21,600 | |
Accrued interest | 60,000 | |
Extension fee | 40,000 | |
Note Payable | $ 548,283 | |
Note g [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 4, 2015 | |
Debt Current | $ 250,000 | |
Proceeds from Covertible debenture | 100,000 | |
Additional Amounts | 6,600 | |
Unpaid Note Principal | 91,800 | |
Shares issued for Debt, amount | $ 200,000 | |
Shares issued for Debt, shares | shares | 8,200 | |
Original Issue Discount | $ 10,000 | |
Price per share | $ / shares | $ 0.041 | |
Carrying value | $ 69,547 | |
Debt discount | 53,653 | |
Note Payable | 138,000 | |
Derivative Liability | $ 95,598 | |
Note h [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 21, 2015 | |
Debt Current | $ 200,000 | |
Proceeds from Covertible debenture | 100,000 | |
Unpaid Note Principal | $ 100,000 | |
Interest Rate per annum | 12.00% | |
Original Issue Discount | $ 10,000 | |
Note Payable | $ 174,064 | |
Note i [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 26, 2015 | |
Debt Current | $ 100,000 | |
Shares issued for Debt, amount | $ 24,000 | |
Shares issued for Debt, shares | shares | 1,200 | |
Interest Rate per annum | 12.00% | |
Price per share | $ / shares | $ .05 | |
Accrued interest | $ 1,167 | |
Debt discount | $ 100,000 | |
Note j [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 2, 2015 | |
Debt Current | $ 100,000 | |
Shares issued for Debt, amount | $ 29,340 | |
Shares issued for Debt, shares | shares | 1,467 | |
Interest Rate per annum | 12.00% | |
Price per share | $ / shares | $ 0.05 | |
Debt discount | $ 100,000 | |
Interest Expense | $ 933 | |
Note k [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 15, 2015 | |
Debt Current | $ 125,000 | |
Unpaid Note Principal | 102,500 | |
Shares issued for Debt, amount | $ 250,000 | |
Shares issued for Debt, shares | shares | 22,500 | |
Discount percentage | 0.35 | |
Price per share | $ / shares | $ .10 | |
Note Payable | $ 175,000 | |
Note l [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 17, 2015 | |
Debt Current | $ 52,500 | |
Unpaid Note Principal | $ 52,500 | |
Interest Rate per annum | 8.00% | |
Carrying value | $ 17,097 | |
Accrued interest | 2,500 | |
Debt discount | 37,397 | |
Note Payable | 82,217 | |
Interest Expense | $ 2,500 | |
Note m [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 18, 2015 | |
Debt Current | $ 105,000 | |
Unpaid Note Principal | $ 100,000 | |
Interest Rate per annum | 10.00% | |
Original Issue Discount | $ 5,000 | |
Carrying value | 32,918 | |
Debt discount | 75,082 | |
Note Payable | $ 163,956 | |
Note n [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 18, 2015 | |
Debt Current | $ 52,500 | |
Unpaid Note Principal | 52,500 | |
Carrying value | 16,785 | |
Debt discount | 37,541 | |
Note Payable | 82,193 | |
Interest Expense | $ 2,500 | |
Note o [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jun. 26, 2015 | |
Debt Current | $ 110,000 | |
Unpaid Note Principal | 104,500 | |
Original Issue Discount | 5,500 | |
Note Payable | $ 176,652 | |
Note p [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 9, 2015 | |
Debt Current | $ 450,000 | |
Unpaid Note Principal | ||
Shares issued for Debt, amount | $ 150,000 | |
Shares issued for Debt, shares | shares | 3,000,000 | |
Note paid off | $ 617,000 | |
Payments | $ 195,000 | |
Price per share | $ / shares | $ 0.02 | |
Past due amounts | $ 83,000 | |
Note Payable | ||
Note q [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 17, 2015 | |
Debt Current | $ 66,250 | |
Proceeds from Covertible debenture | $ 60,000 | |
Interest Rate per annum | 10.00% | |
Note Payable | $ 105,282 | |
Note r [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Jul. 30, 2015 | |
Debt Current | $ 110,000 | |
Unpaid Note Principal | $ 100,000 | |
Interest Rate per annum | 10.00% | |
Note Payable | $ 172,167 | |
Note s [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 27, 2016 | |
Debt Current | $ 59,000 | |
Proceeds from Covertible debenture | 55,000 | |
Unpaid Note Principal | $ 59,000 | |
Interest Rate per annum | 12.00% | |
Note Payable | $ 92,195 | |
Note t [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Aug. 27, 2016 | |
Debt Current | $ 110,000 | |
Proceeds from Covertible debenture | 100,000 | |
Unpaid Note Principal | $ 100,000 | |
Interest Rate per annum | 10.00% | |
Note Payable | $ 170,764 | |
Note u [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 7, 2015 | |
Unpaid Note Principal | $ 85,000 | |
Shares issued for Debt, amount | $ 21,600 | |
Interest Rate per annum | 8.00% | |
Note Payable | $ 87,514 | |
Note v [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 28, 2015 | |
Unpaid Note Principal | $ 100,000 | |
Interest Rate per annum | 12.00% | |
Note Payable | $ 152,915 | |
Note w [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Oct. 30, 2015 | |
Proceeds from Covertible debenture | $ 100,000 | |
Unpaid Note Principal | $ 105,000 | |
Interest Rate per annum | 8.00% | |
Note Payable | $ 160,081 | |
Note x [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | May 24, 2012 | |
Debt Current | $ 37,500 | |
Issuance of common stock | 21,600 | |
Unpaid Note Principal | $ 15,900 | |
Interest Rate per annum | 8.00% | |
Note Payable | $ 46,018 | $ 37,148 |
Note y [Member] | ||
Debt Conversion [Line Items] | ||
Issue Date | Sep. 12, 2012 | |
Debt Current | $ 12,500 | |
Unpaid Note Principal | $ 12,500 | |
Interest Rate per annum | 8.00% | |
Note Payable | $ 33,048 | $ 26,676 |
Convertible Promissory Notes 55
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Note a [Member] | |
Debt Conversion [Line Items] | |
Terms | converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share.  |
Note c [Member] | |
Debt Conversion [Line Items] | |
Terms | The interest rate on the note is 0% for the first 90 days. The loan may be repaid at any time during the first three months of the note term. Thereafter, if the note is not repaid, a one time interest charge of 12% was assessed. The note is convertible into common stock of the issuer at a discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00005. |
Note d [Member] | |
Debt Conversion [Line Items] | |
Terms | The convertible note accrues interest at a rate of 1% per annum and provides for the conversion of the principal and accrued interest on the note into common stock at any time, at the election of the holder at a price of $0.15 per share. Further, the number of warrants to be issued will be equal to the proceeds loaned pursuant to the note and warrant purchase agreement divided by $0.15. The warrant has a term of five (5) years and provides a strike price of $0.20 per share. On November 3, 2015 an amending agreement was entered into providing for the prepayment of the note at any time up to 9 months from the loan origination date at a rate of 145% of the then unpaid principle and interest due under the note. |
Note e [Member] | |
Debt Conversion [Line Items] | |
Terms | The loan may be repaid at any time during the first six months of the note term, at a prepayment premium on day 90 of 115%, increasing by 5% each month to month 6. On June 1, 2015, a one-time interest charge of 10% was assessed, or $19,250. After 6 months, the note is convertible into common stock of the issuer at a discount to market of 35%, with the market defined as the lowest trade price for a period of 25 days prior to the issuance, with a conversion floor price at no lower than $0.001. |
Note f [Member] | |
Debt Conversion [Line Items] | |
Terms | The loan maturity may be extended for an additional 6 months by payment on the original maturity date of unpaid interest, plus a 10% extension fee. The convertible note accrues interest at a rate of 15% semi annually and provides for the conversion of the principle and accrued interest on the note into common stock at any time, at the election of the holder at a price of $0.05 per share. Further, warrants to acquire up to 12,441,667 shares which had been issued in conjunction with previous financings at strike prices ranging from $0.20 to $0.30 per share, are to be re-priced to a strike price of $0.05 per share with the maturity dates changed to March 6, 2016 |
Note g [Member] | |
Debt Conversion [Line Items] | |
Terms | The interest rate on the note is 12%, with 6% being charged on the Issuance Date to the Original Principal Amount in the amount of $6,600 and the remaining 6% being charged to the Original Principal Amount on the 61th calendar day after the issuance date provided the note has not been paid in full. The loan may be repaid at any time during the first 120 days of the note term. The note is convertible into common stock of the issuer at the lesser of $0.09 or a discount to market of 35%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.001 |
Note h [Member] | |
Debt Conversion [Line Items] | |
Terms | The Company agreed to pay an “original issue discount” in an amount up to 10% of the loan amount, or $10,000. The interest rate on the note is 12%. The prepayment penalty of the note is as follows, 5% from day 1 to 90 days, 15% from day 91 to 150 days, 18% from day 151 to 179 days and 25% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 118%, in addition to that a default penalty payment of $1,000 per business day was added to the outstanding balance. |
Note k [Member] | |
Debt Conversion [Line Items] | |
Terms | The note is convertible into common stock of the issuer at 0.05 if converted within 180 days after the Issuance Date, or at a discount to market of 35%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.0001, if converted after 180 days |
Note l [Member] | |
Debt Conversion [Line Items] | |
Terms | The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th |
Note m [Member] | |
Debt Conversion [Line Items] | |
Terms | The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th |
Note n [Member] | |
Debt Conversion [Line Items] | |
Terms | The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th |
Note o [Member] | |
Debt Conversion [Line Items] | |
Terms | Upon an Event of Default the interest rate shall increase to 18%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 120 days, and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.0001. |
Note p [Member] | |
Debt Conversion [Line Items] | |
Terms | The interest rate on the note accrues at a rate of $50,000 within 30 days and $50,000 weekly thereafter. The principle and accrued interest is convertible into common stock after 60 days, if not repaid, in whole or in part at a conversion price of $0.02 per share. |
Note q [Member] | |
Debt Conversion [Line Items] | |
Terms | Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 25% from day 1 to 30 days, 30% from day 31 to 60 days, 35% from day 61 to 90 days, 40% from day 91 to 120 days, 45% from day 121 to 150 days, 50% from day 151 to 180 days. There is no right to prepayment after 180 days. The note is convertible into common stock of the issuer at a discount to market of 45%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.0001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 24% per annum. |
Note r [Member] | |
Debt Conversion [Line Items] | |
Terms | Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150%. |
Note s [Member] | |
Debt Conversion [Line Items] | |
Terms | Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is 40%. The note is convertible into common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than $0.000058. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150% . |
Note t [Member] | |
Debt Conversion [Line Items] | |
Terms | The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 180 days. This note may not be prepaid after the 180 th |
Note u [Member] | |
Debt Conversion [Line Items] | |
Terms | The notes are convertible after 183 days by the borrower at a conversion price of the lesser of $0.05 per share or 70% of market, defined as the lowest trade price for a period 20 days prior to the notice of conversion, if VWAP of the shares drops below $0.05 with a 10 day look back . In no case may the debt be converted at less than $0.01 per share. The Company may prepay the note principle and interest at a rate of 125% of principal and interest within 90 days of the issue date and at a rate of 135% after 90 days from the issue date. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the event of default the interest rate was increased to 20% per annum. |
Note v [Member] | |
Debt Conversion [Line Items] | |
Terms | The note is convertible at any time by the borrower at a conversion price which is the lesser of closing sale price on the close date of the note or 60% of market, defined as the lowest trade price for a period 10 days prior to the notice of conversion. The Company may prepay the note principle and interest as follows, 125% from day 1 to 90 days, 140% from day 91 to 180 days, 150% after 180 days. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note. Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 18% per annum. |
Note x [Member] | |
Debt Conversion [Line Items] | |
Terms | The Company could settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, IncÂ’s common stock for a period of 10 days prior to the date of notice of conversion. |
Note y [Member] | |
Debt Conversion [Line Items] | |
Terms | The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, IncÂ’s common stock for a period of 10 days prior to the date of notice of conversion. |
Operating Lease Obligation (Det
Operating Lease Obligation (Details Narrative) (USD $) | Dec. 31, 2015USD ($) |
San Diego California [Member] | |
Operating Leased Assets [Line Items] | |
Year 2,016 | $ 264,314 |
Year 2,017 | 290,788 |
Year 2,018 | 300,966 |
Year 2,019 | 311,499 |
Year 2,020 | 53,380 |
Total Minimum lease payments | 1,220,947 |
5BARz India Private Limited [Member] | |
Operating Leased Assets [Line Items] | |
Year 2,016 | 10,800 |
Year 2,017 | 10,800 |
Year 2,018 | 10,800 |
Year 2,019 | 10,800 |
Year 2,020 | 0 |
Total Minimum lease payments | $ 43,200 |
Warrant Activity - 5BARz Intern
Warrant Activity - 5BARz International Inc. (Details) (USD $) - 5BARz [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding Warrants, beginning | shares | 81,960,397 |
Granted, Number of shares | shares | 75,959,850 |
Exercised, Number of shares | shares | |
Cancelled, Number of shares | shares | (55,731,770) |
Outstanding and exercisable, Number of Warrants | shares | 102,188,477 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding,Weighted average exercise price | $ 0.28 |
Granted, Weighted average exercise price | $ 0.12 |
Exercised, Weighted average exercise price | |
Cancelled, Weighted average exercise price | $ 0.27 |
Outstanding, Weighted average exercise price | 0.25 |
Exercisable, Weighted average exercise price | $ 0.27 |
Beginning, Weighted Average Remaining Contractual Life, outstanding | 9 months 8 days |
Weighted Average Remaining Contractual Life, outstanding - granted | 1 year 4 months 8 days |
Ending, Weighted Average Remaining Contractual Life, outstanding - granted | 1 year 2 months |
Weighted Average Remaining Contractual Life, exercisable | 1 year 2 months |
Warrant Activity - 5BARz Inte58
Warrant Activity - 5BARz International Inc. (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / warrantshares | ||
Class of Warrant or Right [Line Items] | ||
Strike price | $ / warrant | .05 | [1] |
Loan from Warrant Holders | $ 400,000 | |
Warrant Issued [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, granted | $ 65,030,850 | |
Warrants, cancelled and reissued | shares | 12,441,667 | |
Convertible Notes [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, granted | $ 6,250,000 | |
Services [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, granted | $ 4,679,000 | |
[1] | from $0.20 and $0.30 and extending the term to 2 years |
Options Exercisable 5BARz (Det
Options Exercisable 5BARz (Details) - 5BARz [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options | 12,250,000 |
Options, Granted | 7,290,000 |
Options, Exercised | |
Options, Cancelled | (4,060,000) |
Number of Options | 15,480,000 |
Ending,Number of Options, exercisable | 15,480,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Weighted Average Exercise Price | $ / shares | $ 0.15 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.09 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 0.17 |
Weighted Average Exercise Price | $ / shares | $ 0.11 |
Beginning, Weighted Average Remaining Contractual Life, outstanding | 6 years 4 months 2 days |
Weighted Average Remaining Contractual Life, outstanding - granted | 3 years 4 months 4 days |
Ending, Weighted Average Remaining Contractual Life, outstanding - granted | 8 years 5 months 9 days |
Weighted Average Remaining Contractual Life, exercisable | 5 years 4 days |
Options and Warrants 5BARz (De
Options and Warrants 5BARz (Details) - USD ($) | Dec. 04, 2015 | Jul. 02, 2015 | Jun. 19, 2015 | Apr. 22, 2015 | Apr. 07, 2015 | Jan. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Stock option amortized | $ 375,698 | $ 1,628,503 | ||||||
Stock options commitment expense | $ 297,674 | |||||||
5BARz [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Stock Price | $ 0.08 | $ 0.11 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||
Expected volatility | 91.00% | 96.00% | 96.00% | 96.00% | 96.00% | 96.00% | ||
Risk-free Interest | 0.64% | 0.64% | 0.64% | 1.63% | 2.26% | 1.36% | ||
Annual Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||
Exepected Life (years) | 5 years | 5 years | 5 years | 10 years | 10 years | 5 years | ||
Stock commitment, shares | 3,590,000 | 300,000 | 800,000 | 100,000 | 2,000,000 | 500,000 | ||
Fair value of stock options | $ 199,365 | $ 18,632 | $ 57,212 | $ 8,810 | $ 156,344 | $ 34,640 |
Options Awarded 5BARz (Details
Options Awarded 5BARz (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options [Abstract] | |
Stock options for employment, shares | shares | 2,000,000 |
Stock options for employment, per share | $ / shares | $ 0.08 |
Stock options for employment, amount | $ | $ 160,000 |
Options Exercisable CelLynx (De
Options Exercisable CelLynx (Details) - Cellynx Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning, Number of Options | shares | 69,000,000 |
Options, Granted | shares | |
Ending,Number of Options, outstanding and exercisable | shares | 69,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Weighted Average Exercise Price | $ 0.0002 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Cancelled | |
Weighted Average Exercise Price | $ 0.0002 |
Weighted Average Remaining Contractual Life | 3 years 2 months 7 days |
Weighted Average Remaining Contractual Life | 2 years 2 months 7 days |
Warrant Activity - CelLynx Grou
Warrant Activity - CelLynx Group, Inc. (Details) (USD $) - CelLynx Group Inc. [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding Warrants, beginning | shares | 4,500,000 |
Granted, Number of shares | shares | |
Exercised, Number of shares | shares | |
Expired, Number of shares | shares | |
Outstanding and exercisable, Number of Warrants | shares | 4,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding and exercisable, Weighted average exercise price | $ / shares | $ 0.96 |
Granted, Weighted average exercise price | $ / shares | |
Exercised, Weighted average exercise price | $ / shares | |
Expired, Weighted average exercise price | $ / shares | |
Outstanding and exercisable, Weighted average exercise price | $ / shares | $ 0.96 |
Outstanding, Average Remaining Contractual Life | 1 month 2 days |
Related Party transactions (Det
Related Party transactions (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issued for Services, shares | shares | 100,000,000 | |
Shares issued for services, value | $ 40,000 | |
Price of Units | $ / shares | $ 0.0004 | |
5BARz India Private Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Engineering Services | $ 895,501 | |
Fees owed | 605,302 | |
Lease Agreement | 900 | [1] |
Security deposit | $ 9,000 | [2] |
[1] | 60,000 Indian Rupees | |
[2] | 600,000 Rupees |
Investment in 5BARz AG (Detail
Investment in 5BARz AG (Details Narrative) - 5BARz AG [Member] - USD ($) | Oct. 06, 2011 | Dec. 31, 2015 |
Subsidiary or Equity Method Investee [Line Items] | ||
Ownership | 94.30% | |
Loss on assets written down | $ 155,251 |
Acquisition of CelLynx Group, I
Acquisition of CelLynx Group, Inc.Description (Details Narrative) - CelLynx Group Inc. [Member] - USD ($) | Jan. 07, 2011 | Mar. 29, 2012 |
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock recieved from CelLynx Group, Inc. | 63,412,638 | |
Purchase Price for common stok of CelLynx Group, Inc. | $ 634,126 | |
Cash consideration paid | $ 170,000 | |
Common Share of the registrant issued | 1,250,000 | |
Amount of credit facility converted to capital stock of CelLynx Group, Inc. | $ 73,500 | |
Amount of Shares of CelLynx Group, Inc. resulting from conversion of credit facility | 350,000,000 |
Investment of CelLynx Group, In
Investment of CelLynx Group, Inc.(Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 2,476,750 | $ 400,000 |
April 13, 2012 [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 7,700 | |
Shares issued | 51,333,333 | |
May 15, 2012 [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 58,500 | |
Shares issued | 390,000,000 | |
May 21, 2013 [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 9,375 | |
Shares issued | 375,000,000 | |
March 31, 2014 [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 26,250 | |
Shares issued | 105,000,000 | |
July 10, 2014 [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Amount converted | $ 31,620 | |
Shares issued | 155,000,000 |
Asset Acquisition Agreement (De
Asset Acquisition Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Revolving Line of Credit and Security Agreement | ||
Amount of credit facility | $ 2,200,000 | |
Amount of credit facility advanced | $ 2,394,643 | |
5BARz AG [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Issuance of common stock, shares | 9,000,000 | |
Issuance of common stock, value | $ 1,800,000 | |
Price per share | $ 0.20 | |
Revolving Line of Credit and Security Agreement | ||
Amount of credit facility advanced | $ 3,164,914 | |
Common Stock Recieved, share | 1,489,745,971 |
Schedule of Accounts payable an
Schedule of Accounts payable and accrued expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | $ 4,997,218 | $ 2,866,276 |
Product development costs [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | 991,799 | 556,470 |
Consulting and wages [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | 2,138,729 | 912,045 |
General and administration [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | 498,704 | 165,587 |
Acquired liabilities- Cellynx 2012 [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | 1,118,495 | 1,072,328 |
Other [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Accounts payable and accrued liabilities | $ 249,491 | $ 159,846 |
Litigation (Details Narrative)
Litigation (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Labor Commission [Member] | |
Other Commitments [Line Items] | |
Date | 7/19/2010 |
Allegations | Back wages |
Alleged Damages | $ 263,000 |
IRTH Communications LLC [Member] | |
Other Commitments [Line Items] | |
Date | 5/7/2015 |
Allegations | breach of contract and claiming unpaid fees, interest and expense claims |
Alleged Damages | $ 82,040 |
Settlement | $ 84,947 |
Shares issued for Debt, shares | shares | 500,000 |
Payment on loans | $ 5,000 |
Litigation payable | $ 79,497 |
Assured Wireless International Corp [Member] | |
Other Commitments [Line Items] | |
Date | 5/13/2015 |
Allegations | The claims allege unjust enrichment of $20,000 as well as $50,000 for negligent interference with prospective economic relations. |
Alleged Damages | $ 171,159 |
Pluto Technologies [Member] | |
Other Commitments [Line Items] | |
Date | 8/14/2015 |
Allegations | breach of contract and claiming unpaid fees, charges for equipment repairs and interest |
Alleged Damages | $ 70,750 |
Pluto Technologies Additional[Member] | |
Other Commitments [Line Items] | |
Date | 7/24/2015 |
Allegations | breach of contract and claiming unpaid fees, expenses and salaries |
Alleged Damages | $ 148,920 |
Litigation payable | $ 212,943 |
Warren Cope[Member] | |
Other Commitments [Line Items] | |
Date | 1/8/2016 |
Allegations | breach of contract |
Alleged Damages | $ 121,616 |
Options | shares | 100,000 |
Price per share | $ / shares | $ 0.10 |
Payment on alleged damages | $ 10,000 |
Litigation payable | $ 121,616 |
Officers and Employees[Member] | |
Other Commitments [Line Items] | |
Date | 3/10/2016 |
Allegations | claiming breach of contract |
Alleged Damages | $ 110,000 |
Interest Rate per annum | 12.00% |
R Squared Partners LLC[Member] | |
Other Commitments [Line Items] | |
Date | 4/11/2016 |
Allegations | breach of contract |
Alleged Damages | $ 100,000 |
Interest expense | 933 |
Payment on loans | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2016 | Mar. 15, 2016 | Mar. 08, 2016 | Mar. 06, 2016 | Feb. 29, 2016 | Feb. 26, 2016 | Feb. 20, 2016 | Jan. 21, 2016 | Jan. 19, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||||||
Convertible Note balance | $ 2,994,894 | $ 688,472 | |||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Units Issued | 115,000 | ||||||||||
Proceeds from Sale of Warrants | $ 5,750 | ||||||||||
Price of Stock | $ 0.05 | $ .05 | $ 0.11 | $ 0.09 | $ 0.06 | $ 0.0441 | |||||
Warrant price | $ 0.20 | $ 0.20 | |||||||||
Shares issued for Services, shares | 45,455 | 225,000 | |||||||||
Shares issued for services, value | $ 5,000 | $ 20,250 | |||||||||
Shares issued for Debt, shares | 600,784 | 2,875,000 | 312,650 | 200,000 | 1,578,463 | ||||||
Settlement of debt for common stock | $ 30,039 | $ 143,750 | $ 15,633 | $ 12,000 | $ 69,626 | ||||||
Payment on note | $ 12,350 | ||||||||||
Convertible Note balance | $ 400,000 | $ 66,250 | |||||||||
Common Stock Additional[Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Price of Stock | $ 0.0618 | ||||||||||
Shares issued for Debt, shares | 8,625,000 | 200,000 | |||||||||
Settlement of debt for common stock | $ 431,250 | $ 12,350 | |||||||||
Note balance payoff | 120,000 | ||||||||||
Convertible Note balance | $ 110,000 | ||||||||||
Convertible Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Price of Stock | $ 0.05 | $ 0.41 | |||||||||
Shares issued for Debt, shares | 11,500,000 | 312,650 | 200,000 | 1,578,463 | |||||||
Settlement of debt for common stock | $ 575,000 | $ 92,195 | $ 138,000 | $ 69,626 | |||||||
Note balance payoff | $ 177,424 | 120,000 | |||||||||
Payment on note | $ 15,000 | 22,178 | $ 68,268 | $ 7,500 | |||||||
Convertible Note balance | $ 176,652 |