Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 14, 2019 | Jun. 30, 2017 | |
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, 2017 | ||
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? | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 16,578,396 | ||
Entity Common Stock, Shares Outstanding | 558,676,248 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||||||
Cash | $ 167,054 | $ 7,021 | $ 1,850 | $ 5,558 | $ 57,830 | $ 101,561 |
Cash held in trust | 376 | 2,733 | 76,246 | 34,480 | 170,221 | 193,000 |
Inventories | 89,892 | 176,672 | 177,733 | 178,683 | 195,523 | 167,059 |
Prepaid expenses and deposits | 268,617 | 287,539 | 277,860 | 299,422 | 175,962 | 119,061 |
Other receivables | 19,358 | 1,326 | ||||
TOTAL CURRENT ASSETS | 525,939 | 473,965 | 533,689 | 518,143 | 618,894 | 582,007 |
FIXED ASSETS: | ||||||
Furniture and equipment, net | 67,823 | 76,193 | 125,776 | 142,023 | 174,862 | 143,967 |
OTHER ASSETS: | ||||||
Intangible assets, net | 1,786,211 | 1,903,425 | 2,026,405 | 2,148,955 | 2,270,477 | 2,753,585 |
Goodwill | 1,140,246 | 1,140,246 | 1,140,246 | 1,140,246 | 1,140,246 | 1,140,246 |
TOTAL OTHER ASSETS | 2,926,457 | 3,043,671 | 3,166,651 | 3,289,201 | 3,410,723 | 3,893,831 |
TOTAL ASSETS | 3,520,219 | 3,593,829 | 3,826,116 | 3,949,367 | 4,204,479 | 4,619,805 |
CURRENT LIABILITIES: | ||||||
Accounts payable and accrued expenses | 4,188,326 | 4,173,170 | 4,100,797 | 3,558,986 | 3,120,964 | 3,941,378 |
Due to related parties | 3,196,983 | 2,976,724 | 2,938,819 | 2,773,356 | 2,261,133 | 1,055,840 |
Taxes, interest and penalties | 478,284 | 378,284 | 378,284 | 378,284 | ||
Derivative liabilities | 826,782 | 108,742 | 381,396 | 577,241 | 1,302,543 | 1,868,439 |
Notes payable | 2,230,786 | 1,503,006 | 1,150,979 | 1,121,302 | 1,270,764 | 2,883,264 |
TOTAL CURRENT LIABILITIES | 10,921,161 | 9,139,926 | 8,571,991 | 8,409,169 | 8,333,688 | 9,748,921 |
TOTAL LIABILITIES | 10,921,161 | 9,139,926 | 8,571,991 | 8,409,169 | 8,333,688 | 9,748,921 |
STOCKHOLDERS' DEFICIT | ||||||
Common stock, $.001 par value, 600,000,000 shares authorized; 465,886,577, 434,427,531 and 298,097,334 shares issued and outstanding as of December 31, 2017, December 31, 2016 and December 31, 2015, respectively | 465,887 | 458,150 | 449,992 | 443,127 | 434,428 | 298,096 |
Capital in excess of par value | 25,299,959 | 25,592,465 | 25,196,355 | 24,802,397 | 24,395,983 | 19,265,220 |
Accumulated deficit | (33,876,475) | (32,388,036) | (31,334,231) | (30,495,138) | (29,810,180) | (25,260,274) |
Accumulated other comprehensive income (loss) | (31,738) | 45,754 | 18,020 | 37,443 | 94,301 | 30,275 |
TOTAL 5BARz STOCKHOLDERS' DEFICIT | (8,142,267) | (6,291,667) | (5,669,864) | (5,212,171) | (4,885,468) | (5,666,683) |
Non-controlling interest | 741,425 | 745,570 | 748,989 | 752,370 | 756,259 | 537,567 |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (7,400,942) | (5,546,097) | (4,920,875) | (4,459,801) | (4,129,209) | (5,129,116) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 3,520,219 | $ 3,593,829 | $ 3,826,116 | $ 3,949,367 | $ 4,204,479 | $ 4,619,805 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||||||
Common stock, par value | $ .001 | $ 0.001 | $ 0.001 | $ 0.001 | $ .001 | $ .001 |
Common stock, authorized | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 400,000,000 |
Common stock, issued | 465,886,577 | 458,149,500 | 449,990,616 | 443,125,946 | 434,427,531 | 298,097,334 |
Common stock,outstanding | 465,886,577 | 458,149,500 | 449,990,616 | 443,125,946 | 434,427,531 | 298,097,334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||||||||||
Sales | $ 17 | $ 2,308 | $ 19,543 | $ 16,969 | $ 19,559 | $ 2,308 | $ 36,528 | $ 2,325 | $ 56,071 | $ 2,329 | $ 71,374 | $ 2,350 | |
Cost of Sales | (387) | (5,450) | (64,881) | (126,155) | (93,037) | (5,450) | (219,192) | (5,837) | (284,073) | (90,146) | (280,536) | (6,989) | |
Gross loss | (370) | (3,142) | (45,338) | (109,186) | (73,478) | (3,142) | (182,664) | (3,512) | (228,002) | (87,817) | (209,162) | (4,639) | |
Operating expenses: | |||||||||||||
Amortization and depreciation | 133,997 | 140,205 | 141,028 | 138,966 | 139,326 | 135,310 | 281,232 | 274,636 | 415,230 | 413,602 | 549,374 | 555,396 | 566,929 |
Sales and marketing expenses | 176,431 | 81,969 | 115,026 | 224,948 | 393,745 | 257,044 | 196,995 | 650,789 | 373,427 | 875,737 | 433,504 | 813,856 | 1,179,616 |
Research and development | 382,007 | 187,195 | 634,829 | 564,043 | 597,196 | 934,786 | 822,025 | 1,531,982 | 1,204,029 | 2,096,025 | 1,323,422 | 2,980,248 | 3,148,561 |
General and administrative expenses | 614,422 | 701,638 | 632,616 | 918,748 | 1,556,387 | 420,049 | 1,334,254 | 1,976,436 | 1,948,677 | 2,895,185 | 2,485,305 | 3,737,872 | 3,190,058 |
Total operating expenses | 1,306,857 | 1,111,007 | 1,523,499 | 1,846,705 | 2,686,654 | 1,747,189 | 2,634,506 | 4,433,843 | 3,941,363 | 6,280,549 | 4,791,605 | 8,087,372 | 8,085,164 |
Loss from operations | (1,307,227) | (1,114,149) | (1,523,499) | (1,892,043) | (2,795,840) | (1,820,667) | (2,637,648) | (4,616,507) | (3,944,875) | (6,508,551) | (4,879,422) | (8,296,534) | (8,089,803) |
Other income (expense): | |||||||||||||
Change in fair value of derivative liability | 283,299 | 212,885 | 763,885 | 637,978 | (1,037,049) | 1,709,848 | 976,770 | 672,799 | 1,260,069 | 1,310,777 | 1,144,834 | 3,485,801 | 45,356 |
Gain on settlement of debt | 122,187 | (48,133) | 534,623 | 122,187 | 534,623 | 122,187 | 486,490 | 122,187 | 485,440 | ||||
Extinguishment of debt-Cellynx Inc. | 579,395 | ||||||||||||
Loss on investment contract | (246,813) | ||||||||||||
Interest expense | (33,297) | (63,396) | (11,507) | (4,877) | (77,127) | 3,601 | (74,903) | (73,526) | (108,200) | (13,789) | (453,395) | (200,577) | (1,474,307) |
Interest expense - debt discount | (27,922) | (27,923) | (27,922) | (55,845) | (83,767) | (111,630) | (754,761) | ||||||
Interest expense - notes payable | (34,783) | (99,397) | |||||||||||
Loss on disposition of assets | |||||||||||||
Other income | 82,274 | 82,274 | 84,667 | ||||||||||
Other tax expense | 82,274 | (100,000) | (175,000) | ||||||||||
Gain (loss) liquidation of 5Barz AG | 148,702 | (155,251) | |||||||||||
Total other income (expense) | 250,002 | 271,676 | 834,652 | 522,263 | (607,476) | 1,685,527 | 1,106,328 | 1,078,051 | 1,356,330 | 1,600,314 | 798,293 | 3,965,318 | (2,338,963) |
Net loss before non-controlling interest | (1,057,225) | (842,473) | (688,847) | (1,369,780) | (3,403,316) | (135,140) | (1,531,320) | (3,538,456) | (2,588,545) | (4,908,237) | (4,081,129) | (4,331,216) | (10,428,766) |
Non-controlling interest share of net loss | 3,419 | 3,381 | 3,889 | 3,262 | (21,218) | 27,809 | 7,270 | 6,591 | 10,689 | 9,853 | 14,834 | (218,692) | 30,722 |
Net loss after non-controlling interest | $ (1,053,806) | $ (839,092) | $ (684,958) | $ (1,366,518) | $ (3,424,534) | $ (107,331) | $ (1,524,050) | $ (3,531,865) | $ (2,577,856) | $ (4,898,384) | $ (4,066,295) | $ (4,549,908) | $ (10,398,044) |
Basic and diluted (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.04) |
Weighted average number of shares outstanding | 444,897,712 | 437,120,678 | 429,747,053 | 378,548,235 | 342,972,127 | 300,206,988 | 433,535,727 | 321,589,557 | 437,364,674 | 340,714,369 | 441,108,924 | 357,980,010 | 232,848,166 |
Other comprehensive income | |||||||||||||
Foreign currency translation gain (loss) | $ (27,733) | $ 19,423 | $ 56,858 | $ 1,735 | $ (6,133) | $ 9,348 | $ 76,281 | $ 3,215 | $ 48,547 | $ 4,950 | $ 126,039 | $ (64,026) | $ (1,358) |
Other comprehensive income(loss) | (27,733) | 19,423 | 56,858 | 1,735 | (6,133) | 9,348 | 76,281 | 3,215 | 48,547 | 4,950 | 126,039 | (64,026) | (1,358) |
Comprehensive loss | $ (1,081,539) | $ (819,669) | $ (628,100) | $ (1,364,783) | $ (3,430,667) | $ (97,983) | $ (1,447,770) | $ (3,528,650) | $ (2,529,309) | $ (4,893,434) | $ (3,940,256) | $ (4,613,934) | $ (10,399,402) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net loss | $ (688,847) | $ (135,140) | $ (1,531,320) | $ (3,538,456) | $ (2,588,545) | $ (4,908,237) | $ (4,081,129) | $ (4,331,216) | $ (10,428,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 141,028 | 135,310 | 281,232 | 274,636 | 415,230 | 413,602 | 549,374 | 555,396 | 566,929 |
Stock based compensation | 15,886 | 55,362 | 29,778 | 218,326 | 41,629 | 1,016,033 | 122,432 | 297,117 | 375,697 |
Warrants issued for services | 175,203 | 751,936 | 175,203 | 175,203 | 911,703 | ||||
Change in fair value of derivative liability | (763,885) | (1,709,848) | (976,770) | (672,799) | (1,260,069) | (1,310,777) | (1,144,834) | (3,485,801) | (45,356) |
Common shares issued for services | 40,000 | 35,455 | 55,185 | 217,140 | 290,632 | 331,118 | 290,632 | 411,058 | 1,235,321 |
Interest expense-debt discount | 27,922 | 55,845 | 83,767 | 111,630 | 754,761 | ||||
Loss/Gain on 5BARz AG liquidation | 17,133 | (148,702) | 155,251 | ||||||
Inventory reserve expense | 34,266 | 54,923 | 82,600 | 84,400 | |||||
Gain on settlement of debt | (122,187) | (534,623) | (122,187) | (485,440) | |||||
Other income | (122,187) | (486,490) | (84,667) | ||||||
Deferred tax expense | (82,274) | (82,274) | (82,274) | ||||||
Loss on disposition of assets | 6,258 | 6,380 | 46,161 | 46,173 | |||||
Changes in operating assets and liabilities: | |||||||||
Change in inventories | 16,840 | 12,293 | 17,790 | 32,769 | 18,851 | (28,153) | 42,863 | (55,936) | (1,968) |
Change in other receivable | 19,358 | (23,708) | 19,358 | (28,257) | 19,358 | (265,666) | 19,358 | (18,032) | (1,326) |
Change in accounts payable and accrued expenses | 976,529 | 240,926 | 1,612,982 | 725,505 | 2,002,364 | 1,312,307 | 2,083,357 | 1,153,965 | 1,949,706 |
Change in taxes, interest and penalties | 100,000 | 378,284 | |||||||
Change in prepaid expenses and deposits | (123,460) | (18,624) | (101,898) | (41,750) | (111,577) | (92,117) | (92,655) | (46,855) | (45,350) |
Change in unpaid interest and penalties on notes payable | 2,735 | (11,040) | 49,843 | 49,673 | 71,967 | 82,146 | 429,525 | 168,740 | 1,442,960 |
Net cash used in operating activities | (439,832) | (1,373,959) | (566,698) | (2,455,791) | (1,083,257) | (3,797,544) | (1,583,955) | (4,499,689) | (4,042,141) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
Acquisition (disposition) of intangible assets | (599) | (3,915) | (6,390) | (10,611) | (11,722) | (9,418) | |||
Purchase of furniture and equipment assets | (2,198) | (85,232) | (81,093) | (3,962) | (92,396) | (22,413) | |||
Net cash (used in) investing activities | (2,797) | (89,147) | (87,483) | (14,573) | (104,118) | (31,831) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Proceeds from issuance of convertible notes | 49,961 | 129,442 | 614,271 | 1,005,826 | 2,476,750 | ||||
Repayment on notes payable | (22,500) | (94,812) | (32,678) | (94,812) | |||||
Proceeds used to settle notes payable | (32,678) | (94,812) | (1,071,434) | ||||||
Proceeds from exercise of warrants | 622,083 | 622,085 | |||||||
Proceeds from issuance of common stock | 145,000 | 1,391,000 | 211,020 | 2,437,000 | 234,820 | 3,234,000 | 438,720 | 3,946,000 | 2,960,168 |
Cancellation of capital leases | (18,804) | ||||||||
Net cash provided by financing activities | 194,961 | 1,368,500 | 340,462 | 2,342,188 | 816,413 | 3,761,271 | 1,411,868 | 4,473,271 | 4,346,680 |
Effect of foreign currency exchange on cash | 56,858 | 9,348 | 76,281 | (3,215) | 48,547 | (4,950) | 126,039 | 64,026 | (3,250) |
NET INCREASE IN CASH | (188,013) | 1,092 | (149,955) | (205,965) | (218,297) | (128,706) | (60,621) | (66,510) | 269,458 |
CASH AND CASH HELD IN TRUST, BEGINNING OF YEAR | 228,051 | 294,561 | 228,051 | 294,561 | 228,051 | 294,561 | 228,051 | 294,561 | 25,103 |
CASH AND CASH HELD IN TRUST,END OF PERIOD | 5,558 | 295,653 | 1,850 | 88,596 | 7,021 | 165,855 | 167,430 | 228,051 | 294,561 |
Supplementary disclosure of Cash Flow Information | |||||||||
Cash paid for interest | 14,741 | 77,648 | 31,041 | 3,466 | 11,723 | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||
Issuance of shares in settlement of notes payable | 1,018,981 | 1,293,003 | |||||||
Conversion of notes payable and accrued expenses to common stock | 488,873 | 1,729,739 | 458,852 | ||||||
Settlement of accounts payable with common stock | 40,000 | 25,584 | 76,975 | 86,975 | 251,148 | 86,975 | 271,148 | 109,000 | |
Issuance of shares for services | 290,632 | 331,118 | $ 290,632 | 411,058 | 1,235,321 | ||||
Settlement of notes payable with common stock | $ 212,811 | 697,259 | 321,723 | 455,539 | |||||
Issuance of warrants in connection with debt | 600,000 | ||||||||
Reclassification of derivative liability from equity | $ 1,989,653 | $ 2,596,406 | |||||||
Reclassification warrants to derivative liabilities from equity | $ 504,352 | 1,823,083 | |||||||
Cancellation of capital lease | $ 83,940 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders (Deficit) - USD ($) | Common Stock | Excess of Par Value | Accumulated Deficit | Other Comprehensive Income | Noncontrolling Interest | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 213,384,526 | |||||
Beginning Balance, Amount at Dec. 31, 2014 | $ 213,383 | $ 15,135,856 | $ (14,862,230) | $ 31,633 | $ 568,289 | $ 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 | |||
Shares on exercise of warrants, Amount | ||||||
Stock option expense | 375,697 | 375,697 | ||||
Warrants issued with debt | 531,468 | 531,468 | ||||
Beneficial conversion feature of debt | 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) | (10,398,044) | |||
Non-controlling interest share of net loss | (30,722) | |||||
Foreign currency (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) | 30,275 | 537,567 | (5,129,116) |
Shares issued for cash, Shares | 78,920,000 | |||||
Shares issued for cash, Amount | $ 78,920 | 3,867,080 | 3,946,000 | |||
Shares issued for services, Shares | 8,221,554 | |||||
Shares issued for services, Amount | $ 8,222 | 402,837 | 411,059 | |||
Shares issued for debt, Shares | 3,532,304 | |||||
Shares issued for debt, Amount | $ 3,532 | 267,617 | 271,149 | |||
Shares on settlement of notes, Shares | 33,214,671 | |||||
Shares on settlement of notes, Amount | $ 33,215 | 1,696,524 | 1,729,739 | |||
Reclassification options/warrants | 12,441,668 | |||||
Shares on exercise of warrants, Amount | $ 12,443 | 609,642 | 622,085 | |||
Options/warrants | (2,921,760) | (2,921,760) | ||||
Warrants issued for services | 911,704 | 911,703 | ||||
Stock option expense | 297,118 | 297,118 | ||||
Reclassification of warrants to derivative liability upon issuance | ||||||
Net loss | (4,549,908) | 218,692 | (4,549,908) | |||
Non-controlling interest share of net loss | 218,692 | |||||
Foreign currency (loss) -AOCI | 64,026 | 64,026 | ||||
Ending Balance, Shares at Dec. 31, 2016 | 434,427,531 | |||||
Ending Balance, Amount at Dec. 31, 2016 | $ 434,428 | 24,395,983 | (29,810,180) | 94,301 | 756,259 | (4,129,209) |
Net loss | (684,958) | |||||
Non-controlling interest share of net loss | (3,889) | |||||
Foreign currency (loss) -AOCI | (56,858) | |||||
Ending Balance, Amount at Mar. 31, 2017 | (4,459,801) | |||||
Beginning Balance, Shares at Dec. 31, 2016 | 434,427,531 | |||||
Beginning Balance, Amount at Dec. 31, 2016 | $ 434,428 | 24,395,983 | (29,810,180) | 94,301 | 756,259 | (4,129,209) |
Warrants issued for services | 175,203 | |||||
Net loss | (1,524,050) | |||||
Non-controlling interest share of net loss | (7,270) | |||||
Foreign currency (loss) -AOCI | (76,281) | |||||
Ending Balance, Amount at Jun. 30, 2017 | (4,920,875) | |||||
Beginning Balance, Shares at Dec. 31, 2016 | 434,427,531 | |||||
Beginning Balance, Amount at Dec. 31, 2016 | $ 434,428 | 24,395,983 | (29,810,180) | 94,301 | 756,259 | (4,129,209) |
Shares on exercise of warrants, Amount | ||||||
Warrants issued for services | 175,203 | |||||
Net loss | (2,577,856) | |||||
Non-controlling interest share of net loss | (10,689) | |||||
Foreign currency (loss) -AOCI | (48,547) | |||||
Ending Balance, Amount at Sep. 30, 2017 | (5,546,097) | |||||
Beginning Balance, Shares at Dec. 31, 2016 | 434,427,531 | |||||
Beginning Balance, Amount at Dec. 31, 2016 | $ 434,428 | 24,395,983 | (29,810,180) | 94,301 | 756,259 | (4,129,209) |
Shares issued for cash, Shares | 11,857,332 | |||||
Shares issued for cash, Amount | $ 11,857 | 426,863 | 438,720 | |||
Shares issued for services, Shares | 5,118,112 | |||||
Shares issued for services, Amount | $ 5,118 | 285,514 | $ 290,632 | |||
Shares issued for debt, Shares | 1,736,505 | |||||
Shares issued for debt, Amount | $ 1,737 | 85,238 | ||||
Conversion of convertible note, Shares | 86,975 | |||||
Shares on settlement of notes, Shares | 11,072,431 | |||||
Shares on settlement of notes, Amount | $ 11,072 | 477,800 | $ 488,872 | |||
Reclassification options/warrants | (669,074) | (669,074) | ||||
Shares on exercise of warrants, Amount | ||||||
Shares issued but undelivered Adar Bays, Shares | 1,674,666 | |||||
Shares issued but undelivered Adar Bays, Amount | $ 1,675 | 1,675 | ||||
Warrants issued for services | 175,203 | 175,203 | ||||
Options issued for services | ||||||
Stock option expense | 122,432 | 122,432 | ||||
Net loss | (4,066,295) | (14,834) | (4,066,295) | |||
Non-controlling interest share of net loss | (14,834) | |||||
Foreign currency (loss) -AOCI | (126,039) | (126,039) | ||||
Ending Balance, Shares at Dec. 31, 2017 | 465,886,578 | |||||
Ending Balance, Amount at Dec. 31, 2017 | $ 465,887 | 25,299,959 | (33,876,475) | (31,738) | 741,425 | (7,400,942) |
Beginning Balance, Amount at Mar. 31, 2017 | (4,459,801) | |||||
Net loss | (839,092) | |||||
Non-controlling interest share of net loss | (3,381) | |||||
Foreign currency (loss) -AOCI | (19,423) | |||||
Ending Balance, Amount at Jun. 30, 2017 | (4,920,875) | |||||
Net loss | (1,053,806) | |||||
Non-controlling interest share of net loss | (3,419) | |||||
Foreign currency (loss) -AOCI | 27,733 | |||||
Ending Balance, Amount at Sep. 30, 2017 | (5,546,097) | |||||
Ending Balance, Shares at Dec. 31, 2017 | 465,886,578 | |||||
Ending Balance, Amount at Dec. 31, 2017 | $ 465,887 | $ 25,299,959 | $ (33,876,475) | $ (31,738) | $ 741,425 | $ (7,400,942) |
Organization and Going Concern
Organization and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
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 extenders”. The initial 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™ cellular network extender products. During 2016, the Company developed a next generation Wifi router and smart home hub, the ROVR, equipped with the 5BARz Smart Experience connectivity software and applications. 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. On June 27, 2016, the Company incorporated 5BARz Pte. Ltd. in Singapore a 100% owned subsidiary. On January 18, 2017, the Company incorporated 5BARz Global Technology in Grand Cayman a 100% owned subsidiary. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2017, 2016 and 2015, included elsewhere in this filing. The Company’s accounting policies are more fully described in the Notes to the consolidated financial statements in its Annual Report on Form 10-K for the years ended December 31, 2017, 2016 and 2015. These condensed consolidated 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%), 5BARz India Private Limited (99.9%) and 5BARz Pte. Ltd. (100%) in Singapore. 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 condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has sales of $2,325 and $56,071 for the nine months ended September 30, 2017 and September 30, 2016, respectively. The Company incurred losses of $2,588,545 and $4,908,237 during the nine months ended September 30, 2017 and 2016, respectively. Cash used in operating activities was $1,093,949 and $3,797,544 for the nine months ended September 30, 2017 and 2016, 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Although we have historically raised capital from sales of common stock, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects that we will need to curtail our operations. 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. Our condensed financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Management’s assessment of the significant factors includes several quantitative and qualitative conditions. · Continued ability to generate proceeds from private placements · Product Commercialization – · Broadband Diversification Opportunity - 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. | 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 extenders”. The initial 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™ cellular network extender products. During 2016, the Company developed a next generation Wifi router and smart home hub, the ROVR, equipped with the 5BARz Smart Experience connectivity software and applications. 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. On June 27, 2016, the Company incorporated 5BARz Pte. Ltd. in Singapore a 100% owned subsidiary. On January 18, 2017, the Company incorporated 5BARz Global Technology in Grand Cayman a 100% owned subsidiary. These consolidated 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%), 5BARz India Private Limited (99.9%), 5BARz Pte. Ltd. (100%) in Singapore and 5BARz Global Technology in Grand Cayman (100%). 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 These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our financial statements, the Company has sales of $2,329 for the year ended December 31, 2017 (2016 - $71,374, 2015 - $2,350). The Company incurred losses of $4,081,129 during the year ended December 31, 2017 (2016 - $4,331,216, 2015 - $10,428,766). Cash used in operating activities was $1,583,955, (2016 - $4,499,689, 2015 - $4,042,141). The Company has recurring net losses since inception with an accumulated deficit of $33,876,475 as of December 31, 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Although we have historically raised capital from sales of common stock, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects that we will need to curtail our operations. 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. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Management’s assessment of the significant factors includes several quantitative and qualitative conditions. · Continued ability to generate proceeds from private placements · Product Commercialization · Broadband Diversification Opportunity . 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America. The accompanying condensed 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. Use of estimates The preparation of these condensed consolidated 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 condensed consolidated 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 FIFO method. The aggregate inventory as of September 30, 2017 was $176,672, June 30, 2017 was $177,733 and March 31, 2017 was $178,683. 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. 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 September 30, 2017, June 30, 2017, March 31, 2017. Cash Held in Trust Cash held in trust is comprised in part of amounts held in escrow by law firms engaged by the Company for the purpose of attending to financings entered into by the Company. Pursuant to the terms of the Company’s subscription agreement, those trust funds are non-interest-bearing loans held until such time as the subscription agreement is completed and the underlying security is issued by the Company. These trust arrangements are not fixed term but occur from time to time in conjunction with financings in progress by the Company. In addition, on April 3, 2013, the Company entered into a Trust Agreement with Next Digital Corporation, a Company controlled by Mr. Daniel Bland, the CEO, CFO and Director of the Company. Mr. Bland is the designated trustee of the Next Digital Corporation trust account. Trust fund deposits are made by the Company or investors of the Company to the Next Digital bank account. The Trust funds remain on the books of the Company as a cash asset, and said funds are utilized solely for operating expenses of the Company. The trust funds are disbursed solely by the Trustee for expenditures for and on behalf of the Company and are made in compliance with the internal controls and cash management policies of the Company. In June 2018 that trust account was closed. Cash held in trust aggregated $2,773 on September 30, 2017, $76,246 on June 30, 2017 and $34,480 on March 31,2017. Long-Lived Assets Subject to Amortization The Company amortizes 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 assets are being amortized over their estimated useful life of seven to ten years. There were no long-lived assets impairment charges recorded as of September 30, 2017, June 30, 2017 and March 31, 2017. 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 Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the Company operates. The financial statements are presented in US dollar which is the Company’s functional and presentation currency. Transactions in foreign currencies have been translated into US dollars using the current rate method. 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. The functional currency in the Company’s subsidiary 5BARz Pte. Ltd. in Singapore is the Singapore Dollar. Assets and liabilities are translated based on 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 stockholders’ equity in 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, India and Singapore bank accounts. There were aggregate uninsured cash balances of $6,774 at September 30, 2017, $ 2,835 at June 30, 2017 and $3,129 at March 31, 2017, respectively. Comprehensive Income (Loss) Comprehensive income (loss) 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. Foreign Operations The following summarizes key financial metrics associated with the Company’s foreign operations: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Assets- U.S. $ 3,173,599 $ 3,419,382 $ 3,544,230 $ 3,826,006 Assets- Mexico 74,648 69,565 70,156 94,147 Assets- India 344,547 335,924 333,543 243,570 Assets - Singapore 1,035 1,245 1,438 40,756 Assets- Total $ 3,593,829 $ 3,826,116 $ 3,949,367 $ 4,204,479 Liabilities- U.S. $ 7,436,598 $ 7,276,959 $ 7,215,005 $ 7,106,868 Liabilities- Mexico 175,281 177,041 169,831 154,341 Liabilities- India 1,522,920 1,287,906 1,020,754 1,067,090 Liabilities - Singapore 5,127 5,085 3,579 5,389 Liabilities- Total $ 9,139,926 $ 8,746,991 $ 8,409,169 $ 8,333,688 For the three months ended For the three months ended For the three months ended September 30, September 30, June 30, June 30, March 31, March 31, 2017 2016 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — $ — $ — Revenues- Mexico — — — — — — Revenues- India 17 19,543 2,308 16,969 — 19,559 Revenues- Singapore — — Revenues- Total $ 17 $ 19,543 $ 2,308 $ 16,969 $ — $ 72,923 Net (income) loss- U.S. $ 659,291 $ 1,014,831 $ 523,802 $ 2,967,092 $ 514,918 $ (193,308 ) Net (income) loss- Mexico (343 ) 43,473 7,801 46,398 39,549 57,188 Net loss- India 395,743 310,103 305,114 379,709 116,952 271,260 Net loss- Singapore 2,534 1,373 5,756 10,117 17,428 — Net Loss- Total $ 1,057,225 $ 1,369,780 $ 842,473 $ 3,403,316 $ 688,847 $ 135,140 For the nine months ended For the six months ended September 30, September 30, June 30, June 30, 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — Revenues- Mexico — — — — Revenues- India 2,325 56,071 2,308 36,528 Revenues – Singapore — — — — Revenues- Total $ 2,325 $ 56,071 $ 2,308 $ 36,528 Net Loss- U.S. $ 1,698,011 $ 3,788,616 $ 1,038,720 $ 2,773,784 Net loss- Mexico 47,007 147,059 47,350 103,586 Net loss- India 817,809 961,072 422,066 650,969 Net loss - Singapore 25,718 11,490 23,184 10,117 Net Loss- Total $ 2,588,545 $ 4,908,237 $ 1,531,320 $ 3,538,456 Fair value of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, amounts due to related parties, notes payable 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: September 30, 2017 $ 108,742 $ — $ — $ 108,742 June 30, 2017 $ 381,396 $ — $ — $ 381,396 March 31, 2017 $ 577,241 $ — $ — $ 577,241 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 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: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Beginning balance $ 381,396 $ 577,241 $ 1,302,543 $ 1,868,439 Aggregate fair value of conversion feature upon issuance of common shares — — — — Change in fair value of derivative liabilities (283,299 ) (212,886 ) (763,885 ) (3,485,801 ) Reclassification of warrants to derivative liability 6,462 9,968 30,095 2,785,655 Reclassification of options to derivative liability 4,183 7,073 8,488 134,249 Ending balance $ 108,742 $ 381,396 $ 577,241 $ 1,302,543 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: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Stock price $ 0.031 $ 0.041 $ 0.046 $ 0.0513 Volatility 89.65 % 94.91 % 94.99 % 104.69 % Risk-free interest rate 1.06 % 1.03 % 0.76 % 0.51 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 1.70 years 1.26 years 1.89 years 1.31 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”. As a result, the conversion feature is marked to market at each reporting period. 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 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. 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 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. 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. 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 relating to options during the three, six and nine-months period ended March 31, 2017 and 2016, June 30, 2017 and 2016, September 30, 2017 and 2016 as follows: For the Nine Months Ended For the Six Months Ended For the Three Months Ended September 30, 2017 September 30, 2016 June 30, 2017 June 30, 2016 March 31, 2017 March 31, 2016 General and administrative $ 41,629 $ 223,447 $ 29,788 $ 177,675 $ 15,886 $ 14,711 Research and development — 33,644 — 33,644 — 33,644 Sales and marketing — 7,007 — 7,007 — 7,007 Total $ 41,629 $ 246,098 $ 29,788 $ 218,326 $ 15,886 $ 55,362 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 condensed consolidated financial statements, basic earnings per share of common stock is computed by dividing net loss 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 September 30, 2017, June 30, 2017 and March 31, 2017, respectively, of 235,512,048, 243,743,847 and 251,254,051 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. (see Note 10 for derivative liabilities). 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. Subsequent Events The Company evaluates events that have occurred after the balance sheet date up to the date 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 condensed consolidated financial statements, except as disclosed in Note 16 to the December 31, 2017 financial statements included in this document. | Note 2 – Summary of significant accounting policies Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America and the rules and regulation of the U.S. Securities and Exchange Commission (SEC). 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, 5BARz India Private Limited (99.9%) in India, 5BARz Pte. Limited (100%) in Singapore and 5BARz Global Technology in Grand Cayman. 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. 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, valuation of derivative instruments, stock based compensation and inventory reserves. 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 FIFO method. As of December 31, 2017, the Company’s component inventory for production in India had a value of $83,428 (2016 - $97,169, 2015 – Nil). In addition, engineering component inventory in the US aggregates $6,464, further finished goods in Mexico had a cost basis of $92,383 at December 31, 2016 and net carry value of Nil at December 31, 2017. 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. 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, 2017, 2016 and 2015. Cash held in trust Cash held in trust is comprised in part of amounts held in escrow by law firms engaged by the Company for the purpose of attending to financings entered into by the Company. Pursuant to the terms of the Company’s subscription agreement, those trust funds are non-interest-bearing loans held until such time as the subscription agreement is completed and the underlying security is issued by the Company. These trust arrangements are not fixed term but occur from time to time in conjunction with financings in progress by the Company. In addition, on April 3, 2013, the Company entered into a Trust Agreement with Next Digital Corporation, a Company controlled by Mr. Daniel Bland, the CEO, CFO and Director of the Company. Mr. Bland is the designated trustee of the Next Digital Corporation trust account. Trust fund deposits are made by the Company or investors of the Company to the Next Digital bank account. The Trust funds remain on the books of the Company as a cash asset, and said funds are utilized solely for operating expenses of the Company. The trust funds are disbursed solely by the Trustee for expenditures for and on behalf of the Company and are made in compliance with the internal controls and cash management policies of the Company. In June 2018 that trust account was closed. Cash held in trust aggregated $376 on December 31, 2017, (2016 - $170,221), (2015 - $193,000). Long-Lived Assets Subject to Amortization The Company amortizes assets with finite lives over their estimated useful lives and reviews them for impairment 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. Further, the Company measures the market cap of the Company, in relation to the underlying asset value to support the valuation of those assets. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. The 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, 2017, 2016 and 2015. Revenue recognition The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date that each of the following conditions are met, (i) shipment to customers are complete, (ii) when the price is fixed or determinable, (iii) the delivery is completed, (iv) no other significant obligations of the Company exist, and (v) collectability is reasonably assured. Foreign currency translation Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the Company operates. The financial statements are presented in US dollar which is the Company’s functional and presentation currency. Transactions in foreign currencies have been translated into US dollars using the current rate method. 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. The functional currency in the Company’s subsidiary 5BARz Pte. Ltd. in Singapore is the Singapore Dollar. The functional currency in the Company’s subsidiary in the Grand Caymans is the US Dollar which is equivalent to the Cayman Island dollar. Assets and liabilities are translated based on 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 stockholders’ equity with 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, India and Singapore bank accounts. There were aggregate uninsured cash balances of $83,784 at December 31, 2017, $44,266 at December 31, 2016 and $13,634 at December 31, 2015, respectively. Comprehensive Income (Loss) Comprehensive income (loss) 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: December 31, December 31, December 31, 2017 2016 2015 Assets- U.S. $ 3,129,229 $ 3,826,006 $ 4,396,990 Assets- Mexico 3,355 94,147 172,170 Assets- India 386,789 243,570 50,645 Assets - Singapore 846 40,756 — Assets- Total $ 3,520,219 $ 4,204,479 $ 4,619,805 Liabilities- U.S. $ 9,145,727 $ 7,106,868 $ 9,540,657 Liabilities- Mexico 166,198 154,341 57,422 Liabilities- India 1,577,830 1,067,090 150,842 Liabilities - Singapore 31,406 5,389 — Liabilities- Total $ 10,921,161 $ 8,333,688 $ 9,748,921 December 31, December 31, December 31, 2017 2016 2015 Revenues- U.S. $ — $ — $ — Revenues- Mexico — — 2,350 Revenues- India 2,329 71,374 — Revenues – Singapore — — — Revenues- Total $ 2,329 $ 71,374 $ 2,350 Net Loss- U.S. $ 2,637,634 $ 2,464,389 $ 9,720,192 Net loss - Mexico 109,215 191,376 98,301 Net loss - India 1,276,203 1,415,001 610,273 Net loss - Singapore 58,077 260,450 — Net Loss- Total $ 4,081,129 $ 4,331,216 $ 10,428,766 Fair value of financial instruments The carrying amounts of cash and cash equivalents, other receivable, accounts payable and accrued expenses, amounts due to related parties, notes payable 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, 2017 $ 826,782 $ — $ — $ 826,782 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 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, 2017 December 31, 2016 December 31, 2015 Beginning balance $ 1,302,543 $ 1,868,439 $ 547,940 Aggregate fair value of conversion feature upon issuance of common shares — — (457,228 ) Change in fair value of derivative liabilities (1,144,834 ) (3,485,801 ) (45,356 ) Reclassification of warrants to derivative liability 643,085 2,785,655 1,823,083 Reclassification of options to derivative liability 25,988 134,249 — Ending balance $ 826,782 $ 1,302,543 $ 1,868,439 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, 2017 December 31, 2016 December 31, 2015 Stock price $ 0.042 $ 0.0513 $ 0.10 Volatility 89.33 % 104.69 % 91.3 % Risk-free interest rate 1.39 % 0.51 % 0.04 % Dividend yield 0.0 % 0.0 % 0.0 % Expected life 1.96 years 1.31 years 0.01 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”. As a result, the conversion feature is marked to market at each reporting period. 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 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. 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 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 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. The expected life assumption is primarily based on historical exercise patterns, the option is based on the simplified method of term, 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. 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. 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 relating to options during the year ended December 31, 2017, 2016 and 2015 as follows: December 31, 2017 December 31, 2016 December 31, 2015 General and administrative $ 122,432 $ 256,466 $ 146,932 Research and development — 33,644 98,741 Sales and marketing — 7,007 130,024 Total $ 122,432 $ 297,117 $ 375,697 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 loss 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, 2017, December 31, 2016 and December 31, 2015 respectively of 313,273,100, 235,101,809 and 155,670,170 were not included in the calculation of loss per common share, because their effect would be anti-dilutive. The break-out of these potentially dilutive securities is as follows; Year Options Warrants Convertible notes Total 2017 22,952,000 222,869,429 67,451,671 313,273,100 2016 26,345,000 188,125,232 20,631,577 235,101,809 2015 15,480,000 102,188,477 38,001,693 155,670,170 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. (see Note 10 for derivative liabilities). The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives. Recent Accounting Pronouncements 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, 2017, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We anticipate that the adoption of this standard will increase the note disclosures of the nature, amount and timing of revenue and cash flows arising from contracts with customers in our consolidated financial statements. 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 and was adopted by the Company at that time. Early adoption was 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. The single performance-based award issued by the Company was not met and the opportunity to meet the award expired during 2016. Accordingly, the adoption of the policy had no effect on the financial statements of the Company. 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 adopted this ASU effective December 31, 2015 upon issuance of its annual audited financial statements. At that time the Company would apply the new guidance retrospectively to all prior periods. The Company did issue debt, with debt issue costs in 2015 of $45,000 in aggregate, that expense was recorded when issued. The period of amortization on the debt instruments issued during the year was six months accordingly under the new policy amortization too place during the same fiscal year. Accordingly, the adoption of this standard did not have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory: Simplifying the Measurement of Inventory”, that requires inventory not measured using either the last in, first out (LIFO) or the retail inventory method to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and will be applied prospectively. Early adoption is permitted. The Company currently uses lower of cost or net realizable value. The adoption of the policy in 2017 did not have a material impact on the financial statements. 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 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is a simplification initiative involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim period or annual period. The adoption of this policy for fiscal year 2017 did not have any effect on the financial statements as the payments were made to independent contractors and were in all cases for services or debt and were reflected as such in the statement of cash flows. There were no income tax consequences of the awards. The FASB issued ASU 2016-15, Compensation – Statement of Cash Flow (Topic 230). ASU 2016-15 provides a classification of how certain cash receipts and payments are presented and classification in the statement of cash flows. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for any entity in any interim period or annual period. The Company do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. The FASB issued ASU 2016-18, Statement of Cash Flow (Topic 230). ASU 2016-18 provides a consensus of the Emerging Issue Task Force on the classification and presentation of changes in restricted cash on the statement of cash flows. This update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amount shown on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for any entity in any interim period or annual period. The adoption of this standard did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. As the Company has no business combinations after the effective date of this pronouncement, the Company expects no effect on the consolidated financial statements as a result of adopting this pronouncement. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in |
Furniture & equipment
Furniture & equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Furniture & equipment | Note 3 – Furniture & equipment Furniture & Equipment consisted of the following at March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2016: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Furniture and equipment $ 97,845 $ 162,258 $ 162,226 $ 172,188 Research and development equipment 78,367 78,367 78,367 78,367 Leasehold improvements — 56,128 56,128 62,527 176,212 296,753 296,721 313,082 Accumulated amortization & depreciation (100,019 ) (170,977 ) (154,698 ) (138,220 ) Furniture & equipment net $ 76,193 $ 125,776 $ 142,023 $ 174,862 During the three, six and nine-months ended March 31, 2017, June 30, 2017 and September 30, 2017 the Company incurred amortization and depreciation expense of $17,388, $33,661 and $16,478 respectively. | Note 3 – Furniture & equipment Furniture & Equipment consisted of the following at December 31, 2017, December 31, 2016 and 2015: December 31, 2017 December 31, 2016 December 31, 2015 Furniture and equipment $ 99,797 $ 172,188 $ 151,191 Research and development equipment 78,367 78,367 13,367 Leasehold improvements — 62,527 56,128 178,164 313,082 220,686 Accumulated amortization & depreciation (110,341 ) (138,220 ) (76,719 ) Furniture & equipment net $ 67,823 $ 174,862 $ 143,967 During the years ended December 31, 2017, 2016 and 2015 the Company incurred amortization and depreciation expense of $54,018, $61,501 and $72,870 respectfully. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, net | Note 4 – Intangible Assets, net Intangible assets which are recorded at cost comprise of: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Technology $ 3,091,615 $ 3,090,787 $ 3,089,539 $ 3,087,989 Marketing and distribution agreement 370,000 370,000 370,000 370,000 Trademarks 264 264 264 264 License rights 1,348 1,348 1,348 1,348 3,463,227 3,462,398 3,461,151 3,459,601 Accumulated amortization (1,559,802 ) (1,435,994 ) (1,312,196 ) (1,189,124 ) Technology and other intangibles, net $ 1,903,425 $ 2,026,405 $ 2,148,955 $ 2,270,477 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 three, six and nine-months period ended March 31, 2017, $123,072 (2016 - $123,558), June 30, 2017, $246,870 (2016-$246,576) and September 30, 2017, $370,678 (2016-$369,312) were recorded as amortization on technology and other intangibles, respectively. | Note 4 – Intangible Assets, net Intangible assets which are recorded at cost comprise of: December 31, 2017 December 31, 2016 December 31, 2015 Technology $ 3,098,391 $ 3,087,989 $ 3,077,244 Marketing and distribution agreement 370,000 370,000 370,000 Trademarks 264 264 264 License rights 1,348 1,348 1,348 3,470,003 3,459,601 3,448,856 Accumulated amortization (1,683,792 ) (1,189,124 ) (695,271 ) Technology and other intangibles, net $ 1,786,211 $ 2,270,477 $ 2,753,585 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, 2017, $494,668 (2016 - $493,853, 2015 - $491,865) was recorded as amortization on technology and other intangibles. The Company’s estimated technology amortization over the next five years is expected to be $1,786,211. The estimated amortization of intangible assets for the five years ended December 31, 2022 is as follows: For the years ended Total Technology Marketing and 2018 $ 494,232 $ 441,375 $ 52,857 2019 494,232 441,375 52,857 2020 494,232 441,375 52,857 2021 303,515 272,682 30,833 2022 — — — $ 1,786,211 $ 1,596,807 $ 189,404 |
Goodwill
Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | Note 5 - Goodwill The changes in the carrying amount of goodwill for the three, six and nine-months period ended March 31, 2017, June 30, 2017, September 30, 2017 and the year ended December 31, 2016 is as follows: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Goodwill – beginning of period $ 1,140,246 $ 1,140,246 $ 1,140,246 $ 1,140,246 Goodwill – end of period $ 1,140,246 $ 1,140,246 $ 1,140,246 $ 1,140,246 | Note 5 - Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2017, December 31, 2016 and 2015 is as follows: December 31, 2017 December 31, 2016 December 31, 2015 Goodwill – beginning of year $ 1,140,246 $ 1,140,246 $ 1,140,246 Goodwill – end of year $ 1,140,246 $ 1,140,246 $ 1,140,246 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 6 - Income taxes and Tax Deductions at Source (TDS) The domestic and foreign components of income (loss) before income taxes from continuing operations are as follows: December 31, 2017 December 31, 2016 December 31, 2015 Domestic $ (2,618,595 ) $ (2,244,052 ) $ (9,713,671 ) Foreign (1,462,534 ) (2,087,164 ) (715,095 ) Loss from continuing operations before provision for income taxes $ (4,081,129 ) $ (4,331,216 ) $ (10,428,766 ) The income tax provision (benefit) consists of the following: December 31, 2017 December 31, 2016 December 31, 2015 Foreign Current $ — $ — $ — Deferred (373,577 ) (550,276 ) (136,663 ) U.S. federal Current — — — Deferred 2,706,079 (1,579,127 ) (3,268,587 ) State & local Current — — — Deferred (234,098 ) (19,698 ) (58,656 ) Total 2,098,404 (2,149,101 ) (3,463,906 ) Change in valuation allowance (2,098,404 ) 2,149,101 3,463,906 Income tax provision (benefit) $ — $ — $ — 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, 2017 December 31, 2016 December 31, 2015 U.S. federal statutory income tax rate (benefit) (34.0 %) (34.0 %) (34.0 %) State income taxes, net of federal benefit (2.7 %) (0.4 %) (0.6 %) Change in fair value of derivative liability (10.3 %) (28.5 %) 0.1 % Permanent differences 0.1 % 1.0 % 2.5 % Foreign Tax Rate Differential 2.0 % 2.1 % 0.2 % Research tax credit 0.0 % (1.7 %) (2.3 %) Tax reform impact on deferred taxes 97.8 % Other 1.4 % 7.3 % 1.8 % Change in valuation allowance (51.4 %) 50.8 % 33.6 % Effective rate 0.0 % 0.0 % 0.0 % The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: December 31, 2017 December 31, 2016 December 31, 2015 Deferred tax assets Net operating loss carryovers $ 7,335,196 $ 9,303,936 $ 7,537,193 R and D credit 489,351 489,351 563,641 Stock-based compensation 709,218 902,468 491,371 Derivative liability 59,056 83,674 84,174 Intangible asset amortization 89,931 66,536 6,634 Total deferred tax assets 8,682,752 10,845,965 8,683,013 Valuation allowance (8,600,408 ) (10,730,878 ) (8,581,777 ) Deferred tax asset, net of valuation allowance 82,344 115,087 101,236 Deferred tax liabilities Fixed asset depreciation (23,288 ) (31,413 ) (17,062 ) Intangible asset amortization — — — Convertible debt (59,056 ) (83,674 ) (84,174 ) Total deferred tax liabilities (82,344 ) (115,087 ) (101,236 ) Net deferred tax asset (liability) $ — $ — $ — The 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law on December 22, 2017. The 2017 Tax Act made a significant number of changes to existing U.S. Internal Revenue Code, including a permanent reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, and it also provides for a one-time transition tax on certain unremitted foreign earnings (the “Transition Tax”). As a result, the Company recorded an income tax of $4.0 million related to the re-measurement of deferred tax assets and liabilities resulting from the reduction of the federal corporate tax rate. This amount was netted against the valuation allowance reserve, thus resulting in no impact in the income statement. The Company has performed an analysis of its post-1986 earnings and profits of its foreign subsidiaries and has estimated an overall accumulated net deficit, therefore no amounts have been recorded relative to the Transition Tax. As of December 31, 2017, 2016 and 2015, the Company had $28,051,471, 24,836,172 and $20,952,494 of U.S. federal and state net operating loss carryovers (“NOL’s”), respectively, to offset future taxable income. 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. The Company has not performed a section 382 study and has determined that ownership changes may have occurred, therefore the utilization of these NOL's may be subject to limitations based on past and future changes in ownership of the Company. Additionally, at December 31, 2017 and 2016 respectively, the Company had $3,738,577 and $2,498,137 of foreign net operating loss carryforwards. A significant amount of the foreign net operating losses may be carried forward indefinitely. The Company did not have any undistributed earnings in foreign subsidiaries at December 31, 2017 and 2016 respectively. The Company foreign earnings are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. 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. For the years ended December 31, 2017, December 31, 2016 and December 31, 2015, the changes in the valuation allowance were ($2,098,404), $2,149,101 and $3,463,906, 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 consolidated 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, 2017, December 31, 2016 and December 31, 2015. As of December 31, 2017, December 31, 2016, and December 31, 2015 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). In fiscal years ended in December 31, 2017 and 2016 in India the Company has failed to remit Tax Deductions at source (TDS) on a timely basis. The Company has accrued principal and interest, and a discretionary penalty of $478,284 as payable at December 31, 2017. In 2016 the principal and interest accrued, and a discretionary penalty was $378,284. The Company recorded the 2017 penalties of $100,000 in the taxes interest and penalty expense (2016 - $175,000). The balance of the unpaid TDS and interest amounts in 2017 and 2016 is recorded as general and administrative expenses, and sales and marketing related to payroll. In addition to penalties assessed, officers of the Company can be prosecuted for failure to remit payments on a timely basis. In addition, the Company has accrued approximately $26,000 for non-filing of annual returns with MCA (Ministry of Corporate Affairs) and not holding Annual General Meetings in India, which was included in $478,284 as payable at December 31, 2017. |
Sales of common stock
Sales of common stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Sales of common stock | Note 6 – Sales of common stock During the nine months ended September 30, 2017, the Company has issued shares of common stock as follows: Shares issued for cash During the period January 1, 2017 to March 31, 2017, the Company issued 1,100,000 units at a price of $0.05 per unit for proceeds of $55,000. 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. The Company also issued 1,800,000 units at a price of $0.05 per unit for proceeds of $90,000. Each unit is comprised of one share and two share purchase warrants to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant. During the period April 1, 2017 to June 30, 2017, the Company issued 460,000 units at a price of $0.05 per unit for proceeds of $23,000. 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. The Company also issued 460,000 units at a price of $0.045 per unit for proceeds of $20,700. 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. The Company issued 400,000 units at a price of $0.04 per unit for proceeds of $16,000. 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. Lastly, the Company issued 210,666 units at a price of $0.03 per unit for proceeds of $6,320. 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. During the period July 1, 2017 to September 30, 2017, the Company issued 680,000 units at a price of $0.035 per unit for proceeds of $23,800. 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. Shares issued for services During the period January 1, 2017 to March 31, 2017, the Company issued 800,000 shares at a price of $0.05 per share for services valued at $40,000. During the period April 1, 2017 to June 30, 2017, the Company issued 337,445 shares at a price of $0.045 per share for services valued at $15,185. During the period July 1, 2017 to September 30, 2017, the Company issued 2,160,000 shares at a price of $0.05 per share for services valued at $108,000. The Company also issued 1,820,667 shares at a price of $0.07 per share for services with a total value of $127,447. Shares issued for debt During the period January 1, 2017 to March 31, 2017, the Company issued 197,005 shares at a price of $0.05076 per share in settlement of debt valued at $10,000. The Company issued 600,000 shares at a price of $0.05 per share in settlement of debt valued at $30,000. During the period April 1, 2017 to June 30, 2017, the Company issued 739,500 shares at a price of $0.05 per share in settlement of debt valued at $36,975. During the period July 1, 2017 to September 30, 2017, the Company issued 200,000 shares at a price of $0.05 per share in settlement of debt valued at $10,000. Shares issued for note payable conversion During the period January 1, 2017 to March 31, 2017, the Company issued 2,831,310 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $141,566. The Company also issued 1,370,100 shares at a price of $0.052 per share on conversion of convertible notes payable with a total value of $71,245. During the period April 1, 2017 to June 30, 2017, the Company issued 902,852 shares at a price of $0.037 per share for the settlement of convertible notes payable with a total value of $33,333. The Company also issued 3,354,206 shares at a price of $0.045 per share on conversion of convertible notes payable with a total value of $150,939. Of those shares issued, 1,674,666 have not been released to the holder, and are reflected on the books at par value of $0.001 per share or $1,675. During the period July 1, 2017 to September 30, 2017, the Company issued 800,000 shares at a price of $0.03 per share for the settlement of convertible notes payable with a total value of $24,000. The Company issued 846,015 shares at a price of $0.0394 per share on conversion of convertible notes payable with a total value of $33,333. The Company issued 178,237 shares at a price of $0.045 per share on conversion of convertible notes payable with a total value of $8,021. The Company issued 762,019 shares at a price of $0.0461 per share on conversion of convertible notes payable with a total value of $35,129. Lastly, the Company issued 711,946 shares at a price of $0.04682 per share on conversion of convertible notes payable with a total value of $33,333. | Note 7 – Sales of common stock On September 8, 2016, the Company convened an annual general meeting of shareholders and increased the authorized number of shares from 400,000,000 to 600,000,000. However, the Company will still not have sufficient common shares available to issue if all the conversions and exercises occur. During the years ended December 31, 2017, 2016 and 2015, the Company has issued shares of common stock as follows: Shares issued for cash During the period January 1, 2015 to March 31, 2015, the Company issued 5,022,500 units at a price of $0.05 per unit for aggregate proceeds of $251,125. 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. The Company also 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. During the period April 1, 2015 to June 30, 2015, the Company issued 11,869,000 units at a price of $0.05 per unit for aggregate proceeds of $593,450. 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 July 1, 2015 to September 30, 2015, the Company issued 12,395,000 units at a price of $0.05 per unit for aggregate proceeds of $619,750. 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. 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. During the period from December 21, 2015 to December 24, 2015, the Company issued 8,730,000 shares for the sale of stock at a price of $0.05 per share in lieu of warrants that have expired. The shares have a total value of $436,500. During the period January 1, 2016 to March 31, 2016, the Company issued 27,820,000 units at a price of $0.05 per unit for 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. During the period April 1, 2016 to June 30, 2016, the Company issued 20,920,000 units at a price of $0.05 per unit for proceeds of $1,046,000. 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. During the period July 1, 2016 to September 30, 2016, the Company issued 15,940,000 units at a price of $0.05 per unit for proceeds of $797,000. 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. The Company also issued 12,441,668 shares at a price of $0.05 per share pursuant to the notices of exercise of warrants for aggregate proceeds of $622,083. During the period October 1, 2016 to December 23, 2016, the Company issued 3,240,000 units at a price of $0.05 per unit for proceeds of $162,000. 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. During the period December 19, 2016 to December 22, 2016, the Company issued 11,000,000 units at a price of $0.05 per unit for proceeds of $550,000. Each unit is comprised of one common share and two share purchase warrant to acquire two shares at a strike price of $0.20 each for a period of two years from the date of issue. During the period January 1, 2017 to March 31, 2017, the Company issued 1,100,000 units at a price of $0.05 per unit for proceeds of $55,000. 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. The Company also issued 1,800,000 units at a price of $0.05 per unit for proceeds of $90,000. Each unit is comprised of one share and two share purchase warrants to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant. During the period April 1, 2017 to June 30, 2017, the Company issued 460,000 units at a price of $0.05 per unit for proceeds of $23,000. 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. The Company also issued 460,000 units at a price of $0.045 per unit for proceeds of $20,700. 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. The Company issued 400,000 units at a price of $0.04 per unit for proceeds of $16,000. 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. Lastly, the Company issued 210,666 units at a price of $0.03 per unit for proceeds of $6,320. 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. During the period July 1, 2017 to September 30, 2017, the Company issued 680,000 units at a price of $0.035 per unit for proceeds of $23,800. 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. During the period October 1, 2017 to December 31, 2017, the Company issued 6,446,666 units at a price of $0.03 per unit for proceeds of $193,400. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. The Company also issued 300,000 units at a price of $0.035 per unit for proceeds of $10,500. 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. Shares issued for services During the period January 1, 2015 to March 31, 2015, the Company issued 180,000 shares at a price of $0.05 per share for services valued at $9,000. The Company also issued 75,000 shares at a price of $0.10 per share for services valued at $7,500. During the period April 1, 2015 to June 30, 2015, the Company issued 640,000 shares at a price of $0.05 per share for services valued at $32,000. The Company also issued 1,394,250 shares at a price of $0.10 per share for services valued at $139,425. The Company also issued 320,000 units at a price of $0.05 per unit for services with a total value of $16,000. 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 July 1, 2015 to September 30, 2015, the Company issued 2,090,000 shares at a price of $0.05 per share for services valued at $104,500. 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. The Company issued 180,000 shares for services at a price of $0.16 per share for a total value of $28,800. The Company issued 400,000 shares at a price of $0.10 per share in settlement of services valued at $40,000. The Company issued 73,970 shares at a price of $0.15 per share in settlement of services valued at $11,096. The Company issued 1,000,000 shares at a price of $0.12 per share in settlement of services valued at $120,000. During the period October 1, 2015 to December 31, 2015, the Company issued 3,624,000 shares at a price of $0.05 per share for services valued at $181,200. The Company issued 3,900,000 shares at a price of $0.10 per share for services valued at $390,000. The Company issued 360,000 shares at a price of $0.08 per share, for services with a total value of $28,800. During the period January 1, 2016 to March 31, 2016, the Company issued 715,784 shares at a price of $0.05 per share for services valued at $35,789. The Company issued 225,000 shares at a price of $0.09 per share in settlement of services valued at $20,250. The Company issued 45,455 shares at a price of $0.11 per share in settlement of services valued at $5,000. During the period April 1, 2016 to June 30, 2016, the Company issued 2,852,005 shares at a price of $0.05 per share for services valued at $142,600. The Company issued 225,000 shares at a price of $0.06 per share in settlement of services valued at $13,500. During the period July 1, 2016 to September 30, 2016, the Company issued 629,560 shares at a price of $0.05 per share for services valued at $31,478. The Company issued 318,750 shares at a price of $0.08 per share for services with a total value of $25,500. In addition, the Company issued 510,000 units at a price of $0.05 per unit for services with a total value of $25,500. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.20 with a two-year term. The Company also issued 450,000 shares at a price of $0.07 per share in settlement of services valued at $31,500. During the period October 1, 2016 to December 31, 2016, the Company issued 1,250,000 shares at a price of $0.05 per share for services valued at $62,500. The Company issued 2,000,000 shares at a price of $0.06872 per share for services with a total value of $137,440. During the period, 1,000,000 previously issued shares at a price of $0.12 per share for services were returned to the Company and cancelled. During the period January 1, 2017 to March 31, 2017, the Company issued 800,000 shares at a price of $0.05 per share for services valued at $40,000. During the period April 1, 2017 to June 30, 2017, the Company issued 337,445 shares at a price of $0.045 per share for services valued at $15,185. During the period July 1, 2017 to September 30, 2017, the Company issued 2,160,000 shares at a price of $0.05 per share for services valued at $108,000. The Company also issued 1,820,667 shares at a price of $0.07 per share for services with a total value of $127,447. Shares issued for debt During the period January 1, 2015 to March 31, 2015, the Company issued 580,000 shares at a price of $0.05 per share in settlement of accrued payables of $29,000. During the period April 1, 2015 to June 30, 2015, the Company issued 1,600,000 units at a price of $0.05 per unit in settlement of accrued payables with a value of $80,000. 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. During the period April 1, 2016 to June 30, 2016, the Company issued 846,804 shares at a price of $0.06 per share in settlement of debt valued at $50,808 (see litigation note 14). During the period July 1, 2016 to September 30, 2016, the Company issued 1,750,000 shares at a price of $0.09 per share in settlement of debt valued at $157,500. The Company also issued 535,500 shares at a price of $0.08 per share in settlement of contingent liabilities valued at $42,840. During the period October 1, 2016 to December 31, 2016, the Company issued 400,000 shares at a price of $0.05 per share in settlement of debt valued at $20,000. During the period January 1, 2017 to March 31, 2017, the Company issued 197,005 shares at a price of $0.05076 per share in settlement of debt valued at $10,000. The Company issued 600,000 shares at a price of $0.05 per share in settlement of debt valued at $30,000. During the period April 1, 2017 to June 30, 2017, the Company issued 739,500 shares at a price of $0.05 per share in settlement of debt valued at $36,975. During the period July 1, 2017 to September 30, 2017, the Company issued 200,000 shares at a price of $0.05 per share in settlement of debt valued at $10,000. Shares issued for note payable conversion During the period January 1, 2015 to March 31, 2015, the Company issued 331,986 shares at a price of $0.06928 per share for the settlement of convertible notes payable with a total value of $23,000 and the balance of principal and interest due under this convertible note, after this conversion was $74,829. The Company also 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 and the balance of principal and interest due under that note after the conversion was $167,467. During the period April 1, 2015 to June 30, 2015, the Company issued 450,000 shares at a price of $0.0423 per share upon conversion of $19,035 of convertible notes and the balance due under the note after conversion was $148,432. The Company also 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. During the period July 1, 2015 to September 30, 2015, the Company issued 53,340 shares at a price of $0.05 per share for conversion of interest in the amount of $2,667, representing the final interest charges on the convertible notes. The Company also issued 3,926,923 shares at a price of $0.046345 per share for the settlement of convertible notes payable with a total value of $181,993. During the period October 1, 2015 to December 31, 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. The Company also 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. During the period January 1, 2016 to March 31, 2016, the Company issued 1,578,463 shares at a price of $0.04411 per share for the settlement of convertible notes payable with a total value of $69,626. The Company issued 200,000 shares at a price of $0.06 per share for the partial settlement of convertible notes payable with a total value of $12,000. See note 8(e). In addition, the Company issued 12,312,650 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $615,633. During the period April 1, 2016 to June 30, 2016, the Company issued 3,594,200 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $179,710. The Company issued 1,766,740 shares at a price of $0.06 per share for the settlement of convertible notes payable with a total value of $106,004. The Company issued 323,200 shares at a price of $0.065 per share for the settlement of convertible notes payable with a total value of $21,008. Lastly, the Company issued 187,500 shares at a price of $0.08 per share for the settlement of convertible notes payable with a total value of $15,000. During the period July 1, 2016 to September 30, 2016, the Company issued 1,599,141 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $79,957. The Company issued 388,667 shares at a price of $0.066 per share for the settlement of convertible notes payable with a total value of $25,652. The Company issued 623,762 shares at a price of $0.07 per share for the settlement of convertible notes payable with a total value of $43,663. The Company issued 750,000 shares at a price of $0.073 per share with a total value of $54,750 for the settlement of a law suit filed April 22, 2016 (see note 14 – litigation). The litigation and warrant agreement of issuing warrants to purchase 3,000,000 shares of common stock to which this lawsuit relates will be settled in full upon delivery of the total 750,000 shares. The Company issued 448,717 shares at a price of $0.078 per share for the settlement of convertible notes payable with a total value of $35,000. Lastly, the Company issued 333,333 shares at a price of $0.105 per share for the settlement of convertible notes payable with a total value of $35,000. During the period October 1, 2016 to December 31, 2016, the Company issued 4,299,689 shares at a price of $0.0312 per share for the settlement of convertible notes payable with a total value of $134,150 and the balance of principal and interest due under this convertible note was nil. The Company issued 1,840,935 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $92,047. The Company issued 594,228 shares at a price of $0.0589 per share for the settlement of convertible notes payable with a total value of $35,000 and the balance of principal and interest due under this convertible note was $13,000. The Company issued 405,259 shares at a price of $0.0675 per share for the settlement of convertible notes payable with a total value of $27,355 and after this settlement, the balance of principal and interest due under this convertible note was $82,063. The Company issued 976,836 shares at a price of $0.07 per share for the settlement of convertible notes payable with a total value of $68,379. The Company issued 389,910 shares at a price of $0.077 per share for the settlement of convertible notes payable with a total value of $30,023 and after this settlement, the balance of principal and interest due under this convertible note was $158,476. The Company issued 184,775 shares at a price of $0.08 per share for the settlement of convertible notes payable with a total value of $14,782 and after this settlement, the balance of principal and interest due under this convertible note was $83,733. The Company issued 416,666 shares at a price of $0.084 per share for the settlement of convertible notes payable with a total value of $35,000 and after this settlement, the balance of principal and interest due under this convertible note was $48,000. During the period January 1, 2017 to March 31, 2017, the Company issued 2,831,310 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $141,566. The Company also issued 1,370,100 shares at a price of $0.052 per share on conversion of convertible notes payable with a total value of $71,245. During the period April 1, 2017 to June 30, 2017, the Company issued 902,852 shares at a price of $0.037 per share for the settlement of convertible notes payable with a total value of $33,333. The Company also issued 3,354,206 shares at a price of $0.045 per share on conversion of convertible notes payable with a total value of $150,939. Of those shares issued, 1,674,666 have not been released to the holder, and are reflected on the books at par value of $0.001 per share or $1,675. During the period July 1, 2017 to September 30, 2017, the Company issued 800,000 shares at a price of $0.03 per share for the settlement of convertible notes payable with a total value of $24,000. The Company issued 846,015 shares at a price of $0.0394 per share on conversion of convertible notes payable with a total value of $33,333. The Company issued 178,237 shares at a price of $0.045 per share on conversion of convertible notes payable with a total value of $8,021. The Company issued 762,019 shares at a price of $0.0461 per share on conversion of convertible notes payable with a total value of $35,129. Lastly, the Company issued 711,946 shares at a price of $0.04682 per share on conversion of convertible notes payable with a total value of $33,333. Shares issued for note payable conversion (continued) During the period October 1, 2017 to December 31, 2017, the Company issued 990,412 shares at a price of $0.034 per share for the settlement of convertible notes payable with a total value of $33,333. Other On September 22, 2016 the Company paid $250,000 as margin money under the terms of a $4 million financing contract in Singapore which did not complete. The Company has filed a statement of claim for recovery of the amounts paid. The Company recorded loss on investment contract $246,813. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 7 – Notes Payable Promissory Notes 5BARz International, Inc. Note Balance Balance Balance Balance Terms September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Issue Date December 17, 2012 (a) $ 116,620 $ 114,314 $ 112,079 $ 109,911 January 8, 2013 (b) 78,316 88,531 75,034 86,331 October 6, 2014 (c) 257,604 256,956 256,317 255,687 May 21, 2015 (d) — — — 47,191 June 17, 2015 (e) 79,889 76,976 74,094 83,733 June 18, 2015 (f) — 32,678 25,000 25,000 June 18, 2015 (g) 72,677 69,852 67,165 64,609 June 26, 2015 (h) 100,000 166,667 177,424 177,424 July 30, 2015 (i) 61,742 96,871 96,871 158,476 August 27, 2015 (j) — 8,454 84,033 84,033 October 28, 2015 (k) — — — 25,651 October 30, 2015 (l) — — — 54,713 Mar – Dec, 2017 (m) 621,124 130,690 49,961 — 5BARz International Inc. $ 1,387,972 $ 1,041,990 $ 1,017,980 $ 1,172,759 CelLynx Group, Inc. – Notes Payable Issue Date Balance Balance Balance Balance Note Terms September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 May 24, 2012 (n) $ 66,952 $ 63,434 $ 60,135 $ 57,041 September 12, 2012 (o) 48,082 45,555 43,186 40,964 Cellynx total $ 115,034 $ 108,989 $ 103,322 $ 98,005 Sub-total $ 1,503,006 $ 1,050,979 $ 1,121,302 $ 1,270,764 Debt Discount Notes payable, net $ 1,503,006 $ 1,050,979 $ 1,121,302 $ 1,270,764 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 to September 30, 2017, interest of $36,620 June 30, 2017, interest of $34,314, March 31, 2017, interest of $32,079 and December 31, 2016, interest of $29,911 was accrued on the convertible debenture, resulting in a total principal and interest due at September 30, 2017 of $116,620, June 30, 2017 of $114,314, March 31, 2017 of $112,079 and December 31, 2016 of $109,911. The condensed consolidated financial statements include a derivative liability at September 30, 2017 of Nil, June 30, 2017 of $65, March 31, 2017 of $4,248 and December 31, 2016 of $6,219 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 nine months ended September 30, 2017, interest of $4,985, during the six months ended June 30, 2017, interest of $3,199 and during the three months ended March 31, 2017, interest of $1,703 (December 31, 2016 - $6,355) was accrued on the convertible debenture. During the nine months ended September 30, 2017, $49,000, during the three months ended September 30, 2017, $24,000 and during the three months ended March 31, 2017, $25,000 (December 31, 2016 - $50,000) was settled by way of conversion into common stock. During the nine months ended September 30, 2017, the agreement was amended to add additional unpaid consulting fees of $36,000 to the principal of note (December 31, 2016 - $48,000). The total principal and interest due under the note at September 30, 2017 is $78,316, June 30, 2017 is $88,531 and March 31, 2017 - $75,034 (December 31, 2016 - $86,331). On September 20, 2017, the conversion floor price of $0.05 was amended to the lowest price at which the Company is issuing securities to third parties. The Company reflected a derivative liability at September 30, 2017 of $4,345, June 30, 2017 of $ 51 and March 31, 2017 of $2,844 (December 31, 2016 - $4,885) (2015 - $20,494) in connection with this note. On May 1, 2018 the balance of the note at that time of $110,448 was converted into units at a price of $0.03 per unit. Each unit is comprised of one common share and a warrant to acquire a second share at $0.20, with a warrant term of two (2) years. c) 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 September 30, 2017 was $257,604, June 30, 2017 - $256,956, March 31, 2017 - $256,317 (December 31, 2016 - $255,687). During the nine months ended September 30, 2017, additional interest of $1,917 (December 31, 2016 - $2,548), was accrued to bring the total principal and interest balance to $257,604 at September 30, 2017, (December 31, 2016 - $255,687). The note matured at December 31, 2016. The note may be extended for two additional one-year terms at the sole discretion of the lender. d) 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. On March 10, 2016, a complaint was filed in relation to the unpaid balance of this note payable. On June 28, 2016, the parties entered into a settlement agreement in the amount of $153,000 payable in equal payments of $35,000 made in cash or shares issued at market every 21 days from the date of settlement. On July 14, 2016, 333,333 common shares were issued at a price of $0.105 per share in lieu of $35,000 cash. On August 4, 2016, an additional 448,717 common shares were issued at a price of $0.078 instead of a $35,000 cash payment. On November 1, 2016, the Company issued 416,446 shares at a price of $0.084 per share for the settlement of convertible notes payable with a total value of $35,000. On December 5, 2016, the Company issued 594,228 shares at a price of $0.059 per share for the settlement of a further $35,000. The balance due to the holder at December 31, 2016 was $47,191. On January 6, 2017, the Company issued a further 673,077 shares at a price of $0.052 per share for a payment of $35,000. On February 6, 2017, the Company issued a final 234,447 shares at a price of $0.052 for a final settlement amount of $12,191. At September 30, 2017, June 30, 2017 and March 31, 2017 the balance due under this note was nil. The lawsuit has been dismissed with prejudice as to defendant. e) 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 5% 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 f) 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 of 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 g) 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 h) 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 interest rate was increased to 18% per annum. On July 6, 2016, a complaint was filed in the District Court of Dallas County Texas, alleging breach of contract, promissory estoppel as to note, and tortious interference with Contract (see litigation note 14 to the December 31, 2017 consolidated financial statements included in this document). On May 31, 2017, the Company and plaintiff entered into a mediation and settled the law suit by agreement to pay $200,000 in shares at market over six equal monthly payments. The Company paid by way of shares four payments from June to October 2017 in the aggregate amount of $133,332. The remaining principal and interest due under the note at September 30, 2017 were $100,000 (June 30, 2017 - $166,667, March 31, 2017 – $177,424). On February 9, 2018 a final judgment was issued by the Dallas County District court for damages of $92,174 plus attorney fees of $15,275. The increase of $25,506, plus legal fees pursuant to court order was reflected in 2018 as interest and legal fees. On September 7, 2018, the Company paid $30,000 in cash pursuant to a payment schedule negotiated with the lender for the balance due. i) 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. On August 31, 2016, the Company and lender completed a settlement agreement, to repay $188,500 paid, in six monthly payments, in cash or shares over a six-month period in full settlement of the note. On November 1, 2016, the Company paid $30,023 by delivery of 389,910 common shares at a price of 0.077 per share. At December 31, 2016 the balance due under the note agreement was $158,477 (2015 - $12,167). During 2017 the Company made an additional three payments by delivery of an aggregate of 1,969,747 shares with a market value of $96,735. The outstanding balance at September 30, 2017 is $61,742 (June 30, 2017 - $96,871, March 31, 2017 - $96,871). On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by the lender, EMA Financial LLC (see litigation note 14 to the December 31, 2017 consolidated financial statements included in this document). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. The Company expects to recommence its payment schedule when the Company’s filings with the SEC are current, and shares will again be accepted by the lender in settlement of the settlement amount. j) 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 k) 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 matured 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%. On May 2, 2016, the Company entered into a settlement agreement, to pay $153,912 by way of six-monthly payments, each in the amount of $25,652, with the first payment due on May 15, 2016. Two of the six payments were completed on May 31, 2016 and June 20, 2016. On August 15, 2016, the Company issued 388,667 common stock at a price of $0.066 per share in payment of $25,652 under the settlement agreement. On November 3, 2016, the Company paid an additional $25,262 by the issuance of 360,886 common shares at a price of $0.07 per share. On December 7, 2016, $26,042 was paid by the issuance of 520,840 shares at $0.05 per share. At December 31, 2016, the balance due under the note agreement was $25,652. The final payment was made on January 6, 2017 by way of issuance of 513,040 shares at a price of $0.05 per share for aggregate proceeds of $25,652. l) 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. On May 31, 2016, the Company entered into a settlement agreement to make a series of six payments, each in the amount of $27,354, for an aggregate amount of $164,128, in full settlement of the amounts due under this note agreement. On May 31, 2016, the Company issued 547,100 common stock at a price of $0.05 per share valued at $27,355. On June 30, 2016, the Company issued another 547,100 common shares at a price of $0.05 valued at $27,355. On November 8, 2016 the Company issued a further 405,259 shares at a price of $0.0675 per share for proceeds of $27,355. On December 7, 2016, the Company issued 547,100 shares at a price of $0.05 per share for a payment of $27,355. At December 31, 2016, the balance outstanding on the note was $54,713. On January 6, 2017, the Company issued an additional 547,080 shares at $0.05 per share for a payment of $27,354. On February 28, 2017, the Company issued 526,038 shares at $0.052 for a final payment of $27,359. On September 30, 2017, June 30, 2017 and March 31, 2017, the balance due was nil (December 31, 2016 - $54,713). m) During the period March 24, 2017 to September 30, 2017, the Company entered into 36 Unsecured Convertible Promissory Note agreements in Canada, for aggregate proceeds of $614,271 USD ($776,650 CAD.). The notes provide for interest at a rate of 10% per annum payable on a semi-annual basis. The maturity of the notes shall occur on the earlier of the date that is 12 months from the effective date of the note, or the completion of an initial public offering in Canada, at which point the Notes and any accrued interest shall automatically convert into common shares. The conversion price shall be the Initial Public Offering price, less a 50% discount. At September 30, 2017, the principal and interest outstanding on the notes was $621,124, June 30, 2017 - $130,691, March 31, 2017 - $49,961. n) On May 24, 2012, a subsidiary Company, 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 September 30, 2017, the note is past due. The note principal and accrued interest outstanding at September 30, 2017 was $66,951, June 30, 2017 - $63,434, March 31, 2017 - $60,135 (December 31, 2016 - $57,041). o) 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 September 30, 2017, the note is past due. The note principal and interest outstanding at September 30, 2017 was $48,081, June 30, 2017 - $45,555, March 31, 2017 - $43,186 (December 31, 2016 - $40,964). At September 30, 2017, March 31, 2017, June 30, 2017 and December 31, 2016, all the above debt, was either settled or is in default and is immediately due and payable, with the exception of the debt referred to in sub-sections (a)(b)(c) & (s) above. | Note 8 – Notes Payable Promissory Notes 5BARz Unpaid Balance Balance Balance International, Inc. Note Principal Note Terms Unpaid Interest December 31, 2017 December 31, 2016 December 31, 2015 Issue Date December, 2012 $ 80,000 (a) $ 38,971 $ 118,971 $ 109,911 $ 99,445 January 8, 2013 86,331 (b) 5,565 91,896 86,331 81,977 October 6, 2014 250,000 (c) 8,254 258,254 255,687 253,123 March 6, 2015 — (d) — — — 548,283 May 4, 2015 — (e) — — — 138,000 May 21, 2015 — (f) — — 47,191 174,064 June 15, 2015 — (g) — — 175,000 June 17, 2015 52,500 (h) 30,302 82,802 83,733 82,217 June 18, 2015 — (i) — — 25,000 163,956 June 18, 2015 52,500 (j) 23,116 75,616 64,609 82,193 June 26, 2015 66,667 (k) — 66,667 177,424 176,652 July 17, 2015 — (l) — — — 105,282 July 30, 2015 61,742 (m) — 61,742 158,476 172,167 August 27, 2015 — (n) — — — 92,195 August 27, 2015 — (o) 321,980 321,980 84,033 170,764 October 9, 2015 — (p) — — — 87,514 October 28, 2015 — (q) — — 25,651 152,915 October 30, 2015 — (r) — — 54,713 160,081 Mar – Dec, 2017 1,005,826 (s) 25,620 1,031,446 — — Sub-total $ 1,655,566 $ 453,808 $ 2,109,374 $ 1,172,759 $ 2,915,828 Cellynx Group, Inc. – Notes Payable Unpaid Balance Balance Balance Issue Date Note Principal Note Terms Unpaid Interest December 31, 2017 December 31, 2016 December 31, 2015 May 24, 2012 $ 15,900 (t) $ 54,764 $ 70,664 $ 57,041 $ 46,018 September 12, 2012 12,500 (u) 38,248 50,748 40,964 33,048 CelLynx total $ 28,400 $ 93,012 $ 121,412 $ 98,005 $ 79,066 Sub-total $ 1,683,966 $ 546,820 $ 2,230,786 $ 1,270,764 $ 2,994,894 Debt Discount (111,630 ) Notes payable, net $ 1,683,966 $ 546,820 $ 2,230,786 $ 1,270,764 $ 2,883,264 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 to December 31, 2017, December 31, 2016 and December 31, 2015, interest of $38,971, $29,911 and $19,445 were accrued on the convertible debenture, respectively, resulting in a total principal and interest due at December 31, 2017 of $118,971 and December 31, 2016 of $109,911 and December 31, 2015 of $99,445. The consolidated financial statements include a derivative liability at December 31, 2017 of $94, December 31, 2016 of $6,219 and December 31, 2015 of $24,861 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. As of December 31, 2017, December 31, 2016 and December 31, 2015, interest of $6,564, $6,355 and $5,431 were accrued on the convertible debenture, respectively. During the years ended December 31, 2017, December 31,2016 and December 31, 2015, $49,000, $50,000 and $48,000, respectively, were settled by way of conversion into common stock. During 2017, the agreement was amended to add additional unpaid consulting fees of $48,000 to the principal of note (2016 - $48,000) (2015 - $28,000). The total principal and interest due under the note at December 31, 2017 is $91,896 (2016 - $86,331) (2015 - $81,977). On September 20, 2017, the conversion floor price of $0.05 was amended to the lowest price at which the Company is issuing securities to third parties. The Company reflected a derivative liability at December 31, 2017 of $36,771 (2016 - $4,885) (2015 - $20,494) in connection with this note. On May 1, 2018 the balance of the note at that time of $110,448 was converted into units at a price of $0.03 per unit. Each unit is comprised of one common share and a warrant to acquire a second share at $0.20, with a warrant term of two (2) years. c) 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, 2017 was $258,253, (2016 - $255,687) (2015 - $253,123). During the year ended December 31, 2017, additional interest of $2,516 (2016 - $2,548), (2015 - $2,516) was accrued to bring the total principal and interest balance to $258,254 at December 31, 2017, (2016 - $255,687) (2015 - $253,123). The note matured at December 31, 2016. The note was extended for two additional one-year terms to December 31, 2018. The note is currently payable on demand. d) On March 6, 2015 the Company entered into an agreement with two parties who loaned $400,000 pursuant to the terms of a convertible promissory note. On the closing date, March 6, 2015 the Company received $400,000 cash. The notes matured on September 6, 2015. The loan maturity was extended for an additional 6 months by payment on the original maturity date of unpaid interest, plus a 10% extension fee. The convertible notes accrued interest at a rate of 15% semi-annually and provided 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 from that lender 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 notes aggregate $548,283. On March 6, 2016 the holders of the convertible notes provided notice of conversion to settle the unpaid principal and interest under the notes in the aggregate amount of $575,000 by conversion into common stock at a price of $0.05 per share by issuance of 11,500,000 shares. At December 31, 2016 and 2017, the notes were paid in full. e) On May 4, 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. On January 20, 2016, the Company entered into a settlement agreement to settle the unpaid $138,000 by the issuance of 20,000 shares 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 the 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 May 2, 2016 the Company issued 1,375,500 shares at a price of $0.08 per share for $15,000, and a further issue of 1,375,500 common shares at a price of $0.06 per share for the remaining $82,500 due under the note settlement agreement. At December 31, 2016 this note was paid in full (December 31, 2015 - $138,000). f) 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. On March 10, 2016, a complaint was filed in relation to the unpaid balance of this note payable. On June 28, 2016, the parties entered into a settlement agreement in the amount of $153,000 payable in equal payments of $35,000 made in cash or shares issued at market every 21 days from the date of settlement. On July 14, 2016, 333,333 common shares were issued at a price of $0.105 per share in lieu of $35,000 cash. On August 4, 2016, an additional 448,717 common shares were issued at a price of $0.078 instead of a $35,000 cash payment. On November 1, 2016, the Company issued 416,446 shares at a price of $0.084 per share for the settlement of convertible notes payable with a total value of $35,000. On December 5, 2016, the Company issued 594,228 shares at a price of $0.059 per share for the settlement of a further $35,000. The balance due to the holder at December 31, 2016 was $47,191. On January 6, 2017, the Company issued a further 673,077 shares at a price of $0.052 per share for a payment of $35,000. On February 6, 2017, the Company issued a final 234,447 shares at a price of $0.052 for a final settlement amount of $12,191. At December 31, 2017, the balance due under this note was nil. The lawsuit has been dismissed with prejudice as to defendant. g) 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. On March 17, 2016, the Company entered into a settlement agreement with the holder providing for a series of eight monthly payments in the aggregate amount of $175,000, to settle the amount due under the note. On May 3, 2016, the Company entered into an amended settlement agreement for full settlement of the note for $175,000. The Company issued 1,500,000 common shares at a price of $0.05 per share in settlement of $75,000 due under the note and agreed to a series of 6 monthly payments each in the amount of $11,666, commencing May 15, 2016. On May 20, 2016, pursuant to a revised agreement, the settlement was amended such that the Company issued 1,000,000 common shares at a price of $0.05 per share, for aggregate proceeds of $50,000 to complete the payments due under the note. At December 31, 2016, the note was paid in full. h) 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 5% 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 i) 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 of 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 j) 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 k) 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 interest rate was increased to 18% per annum. On July 6, 2016, a complaint was filed in the District Court of Dallas County Texas, alleging breach of contract, promissory estoppel as to note, and tortious interference with Contract (see litigation note 14). On May 31, 2017, the Company and plaintiff entered into a mediation and settled the law suit by agreement to pay $200,000 in shares at market over six equal monthly payments. The Company paid by way of shares four payments from June to October 2017 in the aggregate amount of $133,332. The remaining principal and interest due under the note at December 31, 2017 were $66,667, (2016 – 177,424), (2015 - $176,652). On February 9, 2018, a final judgment was issued by the Dallas County District court for damages of $92,173.86 plus attorney fees of $15,275. The increase of $25,506, plus legal fees pursuant to court order was reflected in 2018 as interest and legal fees. On September 7, 2018, the Company paid $30,000 in cash pursuant to a payment schedule negotiated with the lender for the balance due. l) 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 note is payable on demand. On January 19, 2016, the Company settled the convertible debt in the principal and interest amount of $69,626 by the issuance of 1,578,463 shares, at a price of $0.04411 per share. The settlement amount does not require the payment of default penalties contemplated in the note agreement. The principal and interest due under the note at December 31, 2017 and 2016 were nil (2015 - $105,282). m) 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. On August 31, 2016, the Company and lender completed a settlement agreement, to repay $188,500, payable in six monthly payments, in cash or shares over a six-month period in full settlement of the note. On November 1, 2016, the Company paid $30,023 by delivery of 389,910 common shares. At December 31, 2016, the balance due under the note agreement was $158,477 (2015 - $172,167). During 2017 the Company made three additional payments by delivery of an aggregate of 1,969,747 shares with a market value of $96,659. The outstanding balance at December 31, 2017 is $61,818. On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by the lender, EMA Financial LLC (see litigation note 14). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. The Company expects to recommence its payment schedule when the Company’s filings with the SEC are current, and shares will again be accepted by the lender in settlement of the settlement amount. n) 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 note is payable upon demand. On February 26, 2016, the Company settled the convertible debt for an aggregate amount of $83,900. The settlement agreement provides for the issuance of 312,650 common shares at a price of $0.05 per share for aggregate proceeds of $15,632 issued on February 26, 2016 and the balance to be repaid by a series of monthly payments in the aggregate amount of $68,268 over a five-month period commencing on April 15, 2016. The Company issued 391,740 common shares at a price of $0.06 per share on May 15, 2016 for a value of $23,504. On July 15, 2016, the Company issued $22,655 in 323,648 common shares at a price of $0.07 per share. On November 4, 2016, the Company issued 315,836 shares at a price of $0.07 for a value of $22,109. The outstanding settlement balance at December 31, 2016 was nil (2015 - $92,195). o) 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 p) During the period October 7, 2015 to October 10, 2015, the Company entered into four 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. On September 6, 2016, one convertible note principle and interest of $37,567 was settled for 751,333 common shares at a price of $0.05 per share. Further on September 27, 2016, a second convertible note principle and interest of $17,390 was settled by the issuance of 347,808 common shares at a price of $0.05 per share. On November 3, 2016, a third note agreement was settled by the issuance of 116,447 shares at $0.05 for proceeds of $5,822. On December 12, 2016, the fourth note agreement was settled by the issuance of 656,548 shares at $0.05 per share for aggregate proceeds of $32,827. The balance due under the four convertible note agreements at December 31, 2016 was nil, (2015 - $87,514). q) 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 matured 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. On May 2, 2016, the Company entered into a settlement agreement, to pay $153,912 by way of six monthly payments, each in the amount of $25,652, with the first payment due on May 15, 2016. Two of the six payments were completed on May 31, 2016 and June 20, 2016. On August 15, 2016, the Company issued 388,667 common stock at a price of $0.066 per share in payment of $25,652 under the settlement agreement. On November 3, 2016, the Company paid an additional $25,262 by the issuance of 360,886 common shares at a price of $0.07 per share. On December 7, 2016, $26,042 was paid by the issuance of 520,840 shares at $0.05 per share. At December 31, 2016, the balance due under the note agreement was $25,652 (2015 – 153,912). The final payment was made on January 6, 2017 by way of issuance of 513,040 shares at a price of $0.05 per share for aggregate proceeds of $25,652. r) 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. On May 31, 2016, the Company entered into a settlement agreement to make a series of six payments, each in the amount of $27,354, for an aggregate amount of $164,128, in full settlement of the amounts due under this note agreement. On May 31, 2016, the Company issued 547,100 common stock at a price of $0.05 per share valued at $27,355. On June 30, 2016, the Company issued another 547,100 common shares at a price of $0.05 valued at $27,355. On November 8, 2016, the Company issued a further 405,259 shares at a price of $0.0675 per share for proceeds of $27,355. On December 7, 2016, the Company issued 547,100 shares at a price of $0.05 per share for a payment of $27,355. At December 31, 2016, the balance outstanding on the note was $54,708 (2015 - $160,081). On January 6, 2017, the Company issued an additional 547,080 shares at $0.05 per share for a payment of $27,354. On February 28, 2017, the Company issued 526,038 shares at $0.052 for a final payment of $27,354. On December 31, 2017 the balance due was nil, (2016 - $54,708), (2015 - $160,081). s) During the period March 24, 2017 to December 21, 2017, the Company entered into 43 Unsecured Convertible Promissory Note agreements in Canada, for aggregate proceeds of $1,005,826 USD ($1,276,650 CAD.). The notes provide for interest at a rate of 10% per annum payable on a semi-annual basis. The maturity of the notes shall occur on the earlier of the date that is 12 months from the effective date of the note, or the completion of an initial public offering in Canada, at which point the Notes and any accrued interest shall automatically convert into common shares. The conversion price shall be the Initial Public Offering price, less a 50% discount. At December 31, 2017, the principal and interest outstanding on the notes was $1,031,446, (2016 – Nil). t) On May 24, 2012, a subsidiary Company, 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, 2017, the note is past due. The note principal and accrued interest outstanding at December 31, 2017 were $70,664 (2016 - $57,041), (2015 - $46,018). u) 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 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8 – Commitments and Contingencies Operating Lease Obligation The Company has leased properties in San Diego, California, and Miami, Florida in the United States. Outside of the United States the Company has leased sites in Bangalore, India. Future minimum lease payments under all noncancelable operating leases with an initial term over the next five years are as follows: September 30, June 30, March 31, 2017 $ 101,048 2017 $ 187,488 2017 $ 282,585 2018 103,959 2018 92,722 2018 91,425 2019 71,725 2019 71,197 2019 69,835 2020 36,737 2020 36,467 2020 35,769 2021 — 2021 — 2021 — Total $ 313,469 Total: $ 387,874 Total: $ 479,614 Upon the event of default, the office in San Diego, California was surrendered to the landlord and there are no operating leases with an initial term over the next five years as September 30, 2017. | Note 9 – Commitments and Contingencies Operating Lease Obligation The Company has leased properties in California, and Miami, Florida in the United States. Outside of the United States the Company has leased sites in Bangalore, India. Future minimum lease payments under all noncancelable operating leases with an initial term in excess of one year as of December 31, 2017 are as follows: Fiscal Year 2018 $ 104,092 2019 71,866 2020 36,809 2021 — 2022 — Total $ 212,767 |
Options and Warrants
Options and Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options and Warrants | Note 9 – Options and Warrants Warrants – 5BARz International Inc. The following table summarizes the warrant activity for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017: Number of Weighted Average Average Remaining Outstanding at December 31, 2016 188,125,232 $ 0.21 1.25 Exercisable at December 31, 2016 180,125,232 $ 0.22 1.25 Granted * 4,150,000 0.20 1.89 Exercised Cancelled/ expired (6,369,167 ) 0.20 — Outstanding at March 31, 2017 185,906,065 0.21 1.89 Exercisable at March 31, 2017 177,906,065 0.21 1.89 Granted * 6,268,111 0.27 1.26 Exercised Cancelled/ expired (15,434,000 ) 0.27 — Outstanding at June 30, 2017 176,740,176 0.20 1.26 Exercisable at June 30, 2017 176,740,176 0.20 1.26 Granted * 4,510,667 0.24 1.70 Exercised Cancelled/ expired (15,085,000 ) 0.30 — Outstanding at September 30, 2017 166,165,843 0.19 1.70 Exercisable at September 30, 2017 166,165,843 0.19 1.70 The Company has authorized capital of 600,000,000 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. The following table summarizes the options for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017: Number of Weighted Average Average Remaining Outstanding at December 31, 2016 26,345,000 $ 0.10 5.90 Exercisable at December 31, 2016 14,997,836 $ 0.12 2.12 Granted — — — Exercised — — — Cancelled (4,075,000 ) 0.13 3.55 Outstanding at March 31, 2017 22,270,000 0.10 6.06 Exercisable at March 31, 2017 11,842,904 0.11 2.35 Granted — — — Exercised — — — Cancelled (430,000 ) 0.12 2.75 Outstanding at June 30, 2017 21,840,000 0.10 5.74 Exercisable at June 30, 2017 12,084,603 0.11 3.49 Granted — — — Exercised — — — Cancelled (900,000 ) 0.11 2.77 Outstanding at September 30, 2017 20,940,000 0.10 5.73 Exercisable at September 30, 2017 11,655,945 0.11 3.49 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 stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly, the fair value of these options is being “marked to market” until the measurement date is determined or the date the options are vested. Options – CelLynx Group, Inc. The number and weighted average exercise prices of all Cellynx Group, Inc. options and warrants exercisable as of March 31, 2017, June 30, 2017 and September 30, 2017 are as follows: Options Weighted average Weighted average remaining contract life Opening at December 31, 2016 65,000,000 $ 0.0002 1.18 Granted — — — Expired — — — Outstanding at March 31, 2017 65,000,000 $ 0.0002 0.93 Exercisable at March 31, 2017 65,000,000 $ 0.0002 0.93 Granted — — — Expired — — — Outstanding at June 30, 2017 65,000,000 $ 0.0002 0.68 Exercisable at June 30, 2017 65,000,000 $ 0.0002 0.68 Granted — — — Expired — — — Outstanding at September 30, 2017 65,000,000 $ 0.0002 0.43 Exercisable at September 30, 2017 65,000,000 $ 0.0002 0.43 | Note 10 – Options and Warrants Warrants – 5BARz International Inc. The following table summarizes the warrant activity from December 31, 2015 to December 31, 2017: Number of Weighted Average Average Remaining Outstanding at December 31, 2015 102,188,477 $ 0.25 1.20 Granted 125,483,049 0.19 1.69 Exercised (12,441,667 ) 0.05 — Cancelled/ expired (27,104,627 ) 0.29 — Outstanding at December 31, 2016 188,125,232 $ 0.21 1.25 Exercisable at December 31, 2016 180,125,232 $ 0.22 1.25 Granted * 99,386,380 0.17 1.79 Exercised — — — Cancelled/ expired (64,642,183 ) 0.25 — Outstanding at December 31, 2017 222,869,429 0.18 1.29 Exercisable at December 31, 2017 222,869,429 0.18 1.29 * During the year ended December 31, 2017, the Company granted warrants to purchase 99,386,380 shares of common stock of which 20,100,000 warrants were issued as part of a private placement of units. In addition, the granted warrants include extension warrants to purchase 8,500,000 shares of common stock, issued as a one year extension of expired warrants, in conjunction with a further placement of common stock to that warrant holder. The granted warrants also include the issuance of 66,968,268 warrants to acquire common stock issued to certain Officers and Directors of the Company in conjunction with a debt settlement agreement due to those related parties (see related party Note 14). In addition, warrants to purchase 3,818,112 shares of common stock were issued as part of a unit for services. The Company has authorized capital of 600,000,000 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. (see Derivative liabilities balance as of December 31, 2017, 2016 and 2015 and Note 2 – Fair value of Financial Instruments). Options – 5BARz International Inc. The following table summarizes the options from December 31, 2015 to December 31, 2017: Number of Weighted Average Average Remaining Outstanding at December 31, 2015 15,480,000 $ 0.11 5.04 Granted 11,065,000 0.09 9.03 Exercised — — — Cancelled (200,000 ) 0.15 2.30 Outstanding at December 31, 2016 26,345,000 $ 0.10 5.90 Exercisable at December 31, 2016 15,080,027 $ 0.12 2.12 Granted 2,112,000 0.05 4.97 Exercised — — — Cancelled (5,505,000 ) 0.12 3.34 Outstanding at December 31, 2017 22,952,000 $ 0.09 5.46 Exercisable at December 31, 2017 13,952,000 $ 0.09 2.78 During the year ended December 31, 2017, the Company issued 2,112,000 stock options at a strike price ranging from $0.048 to $0.05 per share. 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 stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly, the fair value of these options is being “marked to market” until the measurement date is determined or the date the options are vested. As of December 31, 2017, total unamortized compensation expenses related to unvested stock options were $327,861 (2016 - $91,093, (2015 – $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 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: Dec 31, 2017 Dec 31, 2016 Jan 22, 2016 Feb 29, 2016 March 31, 2016 June 14, 2016 June 30, 2016 Sept 30, 2016 Stock price $ 0.042 $ 0.0513 $ 0.12 $ 0.09 $ 0.06 $ 0.09 $ 0.095 $ 0.084 Volatility 89 % 105 % 92 % 92 % 94 % 106 % 106 % 106 % Risk free interest rate 1.98 % 1.93 % 1.2 % 1.7 % 1.2 % 1.0 % 1.2 % 1.4 % Expected life 3 years 5 years 5 years 10 years 10 years 10 years 10 years 6 years The fair value of the options was determined to be as follows based upon the assumptions provided above: Valuation date Number of options Fair value January 22, 2016 240,000 $ 19,922 February 29, 2016 100,000 7,758 March 31, 2016 1,076,370 47,603 June 14, 2016 1,000,000 81,492 June 30, 2016 951,370 61,551 September 30, 2016 787,516 45,772 December 31, 2016 812,828 33,019 December 31, 2017 2,218,096 122,432 The option valuations are being amortized over vesting terms ranging from immediate to 3 years. For the year ended December 31, 2017, $122,432 and 2016 - $297,117 (2015 –$375,697) were 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, 2017, December 31, 2016 and December 31, 2015 are as follows: Options Weighted average exercise price Weighted average remaining contract life Opening at December 31, 2015 69,000,000 $ 0.0002 2.27 Granted — — — Expired (4,000,000) 0.0003 — Outstanding at December 31, 2016 65,000,000 $ 0.0002 1.18 Exercisable at December 31, 2016 65,000,000 $ 0.0002 1.18 Granted — — — Expired — — — Outstanding at December 31, 2017 65,000,000 $ 0.0002 0.18 Exercisable at December 31, 2017 65,000,000 $ 0.0002 0.18 |
Related party transactions
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related party transactions | Note 10 - Related party transactions During the period ended September 30, June 30, and March 31, 2017, the Company engaged an engineering company in Bangalore, India to perform engineering services, product development and manufacturing services for the Company in the aggregate amount of $0, $0 and $358,512, respectively. The Director and the CEO of 5BARz India Private Limited owns a 30% interest in that engineering firm, and the Executive Director 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 September 30, June 30, and March 31, 2017, was $1,624,941, $1,734,941 and $1,734,941, respectively. During the period ended September 30, June 30, and March 31, 2017, there were $0, $0 and $358,512 in billings and $110,000, $0 and $30,000 in payments to Aseema Softnet Technologies Inc. resulting in an amount due of $1,624,941, $1,734,941 and $1,734,941 at September 30, June 30, and March 31, 2017, respectively. Subsequent to March 31, 2017 there have been no further billings. | Note 11 - Related party transactions During the year ended December 31, 2017 and 2016, the Company engaged an engineering company in Bangalore, India to perform engineering services, product development and manufacturing services for the Company in the aggregate amount of $358,512 and $1,329,126, respectively. The Director and the CEO of 5BARz India Private Limited owns a 30% interest in that engineering firm, and the Executive Director 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, 2017 and 2016 was $1,574,019 and $1,406,429 respectively. During the year ended December 31, 2017 and 2016 there were $358,512 and $1,329,126 in billings and $190,922 and $528,000 in payments to Aseema Softnet Technologies Inc., resulting in an amount due of $1,574,019 and $1,406,429 at December 31, 2017 and 2016, respectively. Subsequent to December 31, 2017, there have been no further billings and the Company has negotiated a write down of amounts due in the aggregate amount of $1,285,633. Subsequent payments aggregate to $219,000, resulting in a balance of $69,385. On June 14, 2016, the Board of Directors approved the issuance of warrants to acquire 8,000,000 shares to each of the CEO and Chairman of the Board, at a price of $0.09 per share. The warrants have a term of five (5) years and vest as to 50% immediately and 50% on June 14, 2017. In addition, the Directors approved the issuance of 10,000,000 stock options, issued to the CEO of 5BARz India Private Limited, to acquire common stock of the Company at a price of $0.09 per share. The options have a 5-year term, and vest as to 10% immediately, 40% upon the closing of a minimum of $13 million USD financing of 5BARz India Private Limited at a $100 million valuation and 50% one year from the closing of said financing. The fair value of those warrants when vested are charged to expense as follows - $715,232 and $175,203 at June 30, 2016 and June 14, 2017, respectively. The fair value of the 10,000,000 options was $80,679 with respect to the 1,000,000 options that vested immediately, June 14, 2016 and $726,109 as to the options that were to vest based upon the performance criteria discussed above. The performance criteria were not achieved. On December 31, 2017, the Company settled certain unpaid liabilities comprised of unpaid consulting fees and expenses for each of the CEO of 5BARz International, Inc. of $350,000, the Chairman of 5BARz International Inc. of $350,000 and the CEO of 5BARz India Private Limited of $304,524. The amounts were settled by the issuance of convertible notes, which bear interest at a rate of 8% per annum and are convertible on demand at a price of $0.03 per share. Each convertible note is provided along with a warrant to acquire an equal number of the conversion shares at a price of $0.20 per share and a similar issue of warrants at $0.10 per share. Accordingly warrants to acquire an aggregate of 33,484,134 at a strike price of $0.20 and warrants were issued to acquire the same number of shares at a strike price of $0.10 (see warrants Note 10). The warrants have a term of 2 years. The convertible notes of $1,004,524 remain a part of due to related parties at the balance sheet date, December 31, 2017. On April 3, 2013, the Company entered into a Trust Agreement with a US corporation controlled by Mr. Daniel Bland, the CEO, CFO and Director of the Company. From time to time trust funds are paid by direct deposit by the Company or investors of the Company to the trust account. The trust agent shall hold the trust deposits in the account of the trustee, and such account is not utilized for any purposes other than the business of the Company. In June 2018 the trust account was closed. As December 31, 2017, 2016 and 2015 the amount due to related parties is as follows: Name of Related Party Relationship Description 2017 2016 2015 Aseema Softnet Technology Managing Director spouse of CEO and Director of subsidiary Engineering $ 1,574,019 $ 1,406,429 $ 605,302 Daniel Bland CEO, CFO, Director Unpaid fees and expenses 353,611 194,724 103,590 Gil Amelio Chairman of the Board Unpaid fees and expenses 796,645 534,030 343,716 Samartha Nagabhushanam CEO & Director of subsidiary Unpaid fees and expenses 460,708 125,950 3,232 Garnel Bland Spouse of the CEO Loan 12,000 — — Total $ 3,196,983 $ 2,261,133 $ 1,055,840 Amount due to related party include both accounts payable and the convertible notes payable addressed above. In each of fiscal year 2017, 2016 and 2015 the Company paid $30,000 to the daughter of the CEO, CFO and Director of the Company, Mr. Daniel Bland, for administrative services. |
Investment in CelLynx Group, In
Investment in CelLynx Group, Inc. | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in CelLynx Group, Inc. | Note 12 – 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, 2017, the Company had a 60% equity ownership in CelLynx Group, Inc. with the holding of 1,489,745,971 |
Asset Acquisition Agreement
Asset Acquisition Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Asset Acquisition Agreement | Note 13 – 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, 2016, the Company holds 1,489,745,971 shares of the capital stock of CelLynx Group, Inc. and has a balance of $4,037,994 principle 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, therefore, amounts eliminate in consolidation. 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. Subsequent to the acquisition by 5BARz of a 60% interest in the intellectual property from Cellynx, that Royalty was reduced to an effective Royalty amount of 20% of net earnings from products or license arrangements related to the 5BARz 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. Write off of debt – Cellynx, Inc. At the date of acquisition of Cellyx, Inc, in 2012, certain debts existed on the books of that entity which have not been paid, pursued by the creditor, nor have any formal or informal demands been made by the creditor. The debts are resident in the State of California which has a four (4) year statute of limitations. During the year ended December 31, 2016 the Company write off $579,395 of payables based on the statute of limitations that the liability can be extinguished. |
Litigation
Litigation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation | Note 11 – Litigation 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. (see litigation Note 14 to the December 31, 2017 consolidated financial statements included in this document and subsequent events Note 16). | Note 14 – Litigation Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties, other than those listed below. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties. Prior to the Company’s investment in CelLynx Inc., 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 Company’s 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 March 10, 2016, a complaint was 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, pursuant to a Securities Purchase Agreement which included a convertible note agreement and the issuance of a warrant to acquire 3,000,000 shares at a price of $0.05 per share, with a cashless exercise. The Company repaid interest on the note on July 1, 2015 of $933 as required 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 via conversion into shares pursuant to the note terms. Upon payout, R Squared refused to cancel the note payable and return the cancelled note to the Company as required by the contract. On March 15, 2016, R Squared issued a cashless exercise notice of the warrant for 1,903,021 common shares. Further, R Squared indicated that a further $100,000 was due under the note which is disputed by the Company. At December 31, 2016 and 2017, the Company has no amount due as payable to R Squared. The Company reflects the 3,000,000 warrants in the name of R Squared issued and outstanding in the consolidated financial statements December 31, 2016 and 2017. The warrants expire May 15, 2020. On January 8, 2019 a summary judgment was issued in the R Squared Partners, LLC vs 5BARz International, Inc., and Daniel Bland law suit. The summary judgment was awarded without opposition as the parties were actively engaged in settlement negotiations. Accordingly, the Company is filing a motion to vacate the order and or granting a motion to renew. The judgment awarded an interim order for breach of contract in the sum of $380,571 plus late fees in the amount of $2,987 accruing daily from March 16, 2016. The Company’s advisors hold that the judgment is based upon an agreement that charges interest at usury rates, illegal in the State of New York (see subsequent events note 16 to the December 31, 2017 consolidated financial statements included in this document). On April 22, 2016, a complaint was filed in the Supreme Court of the State of New York, County of New York, against 5BARz International Inc. by Firstfire Global Opportunity Fund, 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 $1,167 and repaid the loan principal of $100,000 on August 5, 2015 by wire transfer. Further, on August 5, 2015 the Company issued 24,000 shares as final payout of the note interest via conversion into shares pursuant to the note terms. First Fire Global Opportunity Fund 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 filed an answer to the complaint on May 31, 2016. On August 11, 2016, the Company entered into a settlement agreement with the plaintiff and issued 750,000 common shares in settlement with restrictive legend on the shares to be released, 250,000 shares each of August, September and October 2016. On December 31, 2016 and 2017, the balance due under the note and warrant agreement was nil. On May 31, 2016, a complaint was filed in the United States District Court, Eastern District of New York, against 5BARz International, Inc. by LG Capital Funding, LLC, a lender by way of convertible note issued on June 18, 2015, in the principal amount of $52,500. The complaint alleges that the Company failed to deliver 1,699,580 shares pursuant to a notice of conversion, and seeks preliminary and permanent injunctive relief, damages and attorney fees. The Company has responded with an initial Memorandum of Law on June 24, 2016, in opposition to the Plaintiffs motion for permanent injunctive relief. The Company has accrued an amount of $64,609 due to the lender pursuant to the terms of the convertible note agreement at December 31, 2016. On December 31, 2017, the Company reflected a balance due to the lender of $75,616. On September 6, 2018, an order was entered which awarded damages of $110,472, plus legal fees. The additional amount of $34,856 has been accrued in the 2018 fiscal year. On July 6, 2016, a complaint was filed in the District Court of Dallas County Texas, (DC-16-08001), against 5BARz International, Inc., and certain officers of the Company by JSJ Investments, Inc, a lender by way of convertible note in the principal amount of $104,500. The complaint alleged breach of contract, promissory estoppel as to note, and tortious interference with contract. On May 31, 2017, the Company and plaintiff entered into a mediation and settled the law suit by agreement to pay $200,000 in shares at market over six equal monthly payments. The Company paid by way of shares four payments from June to October 2017 in the aggregate amount of $133,332. On February 9, 2018 a final judgment was issued by the Dallas County District court for damages of $92,174 plus attorney fees of $15,275. At December 31, 2016, the balance reflected as payable in the consolidated financial statements of the Company was $177,424, and on December 31, 2017 that balance after the payments addressed above was $66,668. The increase of $25,506, plus legal fees pursuant to court order was reflected in 2018. On September 7, 2018, the Company paid an additional $30,000 pursuant to a payment schedule negotiated with the lender for the balance due. On August 4, 2016, a complaint was filed in the United States District Court, Southern District of New York, against 5BARz International, Inc. by Union Capital LLC, a lender by way of convertible note in the principal amount of $100,000. The complaint alleged that the Company failed to deliver 4,299,689 shares pursuant to a notice of conversion, and seeks an order for specific performance, breach of contract, damages and attorney fees. On October 5, 2016, the Company issued 4,299,689 shares in full settlement of the note. On November 5, 2016, the parties entered into a settlement agreement providing mutual releases. The settlement agreement provides for an additional $25,000 payment to be made by November 22, 2016. At December 31, 2016, the balance of $25,000 remained unpaid and is accrued as a liability in the consolidated financial statements. On May 9, 2017, the Company was required by court order to pay legal fees and damages in the aggregate amount of $48,414 and the case was dismissed. On July 26, 2017, a court ordered receiver was appointed to collect the unpaid balance. On August 23, 2017, the Company paid $63,712 in legal fees and costs in full and final settlement of the unpaid amounts. The balance due at December 31, 2017 is nil. On August 5, 2016, a complaint was filed in the United States District Court, Southern District of New York, against 5BARz International, Inc. by Adar Bays LLC, a lender by way of convertible note in the principal amount of $52,500. The complaint alleged that the Company failed to deliver 184,775 shares pursuant to a notice of conversion, and seeks an order for injunctive relief, damages and attorney fees. On October 27, 2016, the Company and plaintiff negotiated a settlement agreement for payment of $83,733 in cash or shares over four months as well as a payment of 184,775 shares issued upon signing of the agreement. On November 3, 2016, the company delivered the 184,775 shares pursuant to the settlement agreement, valued at $5,000. On December 6, 2016, having filed a 10Q, the Company sought permission from plaintiff to commence payments in shares under the settlement agreement and issued the remaining shares. Plaintiff refused receipt of settlement shares pursuant to the settlement agreement and has sought summary judgement pursuant to the terms of the note. At December 31, 2016, the Company has reflected a principal and interest amount of $83,733. On May 16, 2017, the Company issued 1,674,666 shares to be available for trading over three months. The plaintiff refused to accept the shares in settlement of the debt. On August 16, 2018, a court order was issued for the settlement of the claims by petitioner in the amount of $58,514 plus interest, calculated to the date of order. On December 31, 2017, the principal and interest due pursuant to the court order is $82,803, which is reflected in the consolidated financial statements. The additional interest accrued in 2018 to the date of the court order was $7,220, which is reflected in the 2018 interest expense. On September 19, 2016, a complaint was filed in the Superior Court of the State of California, for the County of San Diego against 5BARz International, Inc. by Richard Rajabi claiming $163,637 for breach of contract. The Company has filed an answer and counter claim in this matter. On December 31, 2016, the consolidated financial statements reflect an unpaid balance of $148,037. On October 18, 2017, a settlement agreement and stipulation for entry of judgment was entered into by the parties for full settlement of the claims by payment by the Company of $25,850. The settlement provided for payments on October 18, 2017 of $5,000, on November 16, 2017 a payment of $10,000 and a final payment of $10,850 on December 16, 2016. At December 31, 2017, the consolidated financial statements reflect an unpaid balance of $10,850 which was paid on January 12, 2018. On December 1, 2016, a complaint was filed in the United States District Court, Southern District of New York, against 5BARz International, Inc., by Blue Citi LLC, a lender by way of convertible note in the principal amount of $110,000, entered into on August 26, 2015. On March 10, 2016, the Company and Blue Citi entered into a settlement agreement for the payment of $168,065 in eight monthly payments for settlement of the note. The Company paid four payments in the aggregate amount of $84,032 to Blue Citi LLC. Upon receipt of the fourth payment, Blue Citi filed a law suit claiming breach of contract, requesting specific performance under the original note agreement and in the alternative breach of contract under the settlement agreement. At December 31, 2016, the Company reflected a balance due of $84,033. On August 31, 2017, pursuant to court order, the Company delivered 1,857,777 shares at a price of $0.045 per share in further settlement of an additional $83,600 and attorney’s fees of $18,988. Accordingly, the Company has paid $167,632 on the $110,000 note. In response, the Company filed a cross motion to vacate that order and to dismiss the lawsuit on the basis that the Note violates New York’s laws against criminal usury. On September 19, 2018, the New York District Court denied this cross motion yet pointed out that it is possible that the New York Court of Appeals will see the issue differently. The District court ordered $180,204 in damages, $116,950 in prejudgment interest and $5,837 in attorney fees. On October 30, 2018, the Company filed a notice of appeal in the United States Court of Appeals, Second Circuit, 1:16-cv-09027-VEC, which appeals that decision and order of the District Court, granting the Petitioners motion and further appealed the denial of the district court to vacate the prior order for the issuance of 1,857,777 shares and denying the dismissal of the lawsuit on the basis that the note violates New York law on the basis of criminal usury. On December 31, 2017, the financial statement reflects a provision for loss on this matter in the amount of $321,979. Should the Company prevail in the court of appeal, a refund of $83,600 would be required from the plaintiff. On March 16, 2017, Alta Sorrento Office Center, LLC filed a complaint in the Superior Court of California, County of San Diego, central division, Alta Sorrento Office Center vs. 5BARz International, Inc. case number 37-2017-00009385-CU-UD-CTL. The complaint alleges that unpaid rent, interest and common area fees in the amount of $48,951 are due and payable by the plaintiff and seeks prejudgment right to possession, of the premises at suites 140 and 200, 9444 Waples Street, in San Diego, California. At December 31, 2016, unpaid rent of $24,422 has been accrued as payable in these consolidated financial statements. On January 4, 2017, the Company paid for December 31, 2016 rent $24,073. The Company has filed an answer to the complaint on April 9, 2017 and entered into a stipulated amount due to be paid to June 30, 2017 in the amount of $195,245. That amount is not paid, and the offices were surrendered to the landlord. At December 31, 2017, the Company reflects a provision for loss on this matter in the amount of $295,595. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | Note 12 – Accounts payable and accrued liabilities Accounts payable and accrued expenses are comprised of the following: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Product development costs $ 466,831 $ 496,146 $ 440,352 $ 448,596 Consulting and wages 2,643,616 2,343,015 2,178,159 2,265,825 Legal and administrative 656,364 655,833 545,410 26,438 Acquired liabilities – CelLynx - 2012 363,516 362,916 362,316 360,716 Other 42,843 39,603 32,748 19,389 Total $ 4,173,170 $ 3,897,513 $ 3,558,985 $ 3,120,964 | Note 15 – Accounts payable and accrued liabilities Accounts payable and accrued expenses are comprised of the following: December 31, 2017 December 31, 2016 December 31, 2015 Product development costs $ 660,689 $ 448,596 $ 991,799 Consulting and wages 2,755,374 2,265,825 1,082,889 Legal and administrative 315,588 26,438 498,704 Acquired liabilities – CelLynx - 2012 364,116 360,716 1,118,495 Other 92,559 19,389 249,491 Total $ 4,188,326 $ 3,120,964 $ 3,941,378 |
Subsequent events
Subsequent events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent events | Note 13 – Subsequent events Sales of Common Stock Shares issued for cash During the period January 1, 2018 to March 31, 2018, the Company issued 2,998,800 units at a price of $0.03 per unit for proceeds of $89,964. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. During the period April 1, 2018 to June 30, 2018, the Company issued 666,666 units at a price of $0.03 per unit for proceeds of $20,000. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. The Company also issued 3,100,000 units at a price of $0.03 per unit for proceeds of $93,000. 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. During the period July 1, 2018 to September 30, 2018, the Company issued 37,325,335 units at a price of $0.03 per unit for proceeds of $1,119,760. 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. During the period October 1, 2018 to December 31, 2018, the Company issued 13,225,900 units at a price of $0.03 per unit for proceeds of $396,777. 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. During the period January 1, 2019 to February 14, 2019, the Company issued 9,733,333 units at a price of $0.03 per unit for proceeds of $292,000. 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. Shares issued for services During the period January 1, 2018 to March 31, 2018, the Company issued 567,867 During the period April 1, 2018 to June 30, 2018, the Company issued 350,000 shares at a price of $0.029 per share for services valued at $10,150. The Company also issued 8,526,033 shares at a price of $0.03 per share for debt and services valued at $255,781. During the period July 1, 2018 to September 30, 2018, the Company issued 750,000 shares at a price of $0.03 per share for services valued at $22,500. During the period October 1, 2018 to December 31, 2018, the Company issued 308,840 shares at a price of $0.05 per share for services valued at $15,442. The Company also issued 333,334 shares at a price of $0.03 per share for services valued at $10,000. Shares issued for note and interest payable conversions During the period July 1, 2018 to September 30, 2018, the Company issued 1,802,882 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $54,086. The Company also issued 2,917,649 shares at a price of $0.03 per share upon conversion of $87,529 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. During the period October 1, 2018 to December 31, 2018, the Company issued 506,056 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $15,182. The Company also issued 843,419 shares at a price of $0.03 per share upon conversion of $25,303 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. During the period January 1, 2019 to February 14, 2019, the Company issued 8,083,557 shares at a price of $0.03 per share upon conversion of $242,507 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. Related Party Transactions – Convertible Promissory Notes On June 30, 2018, the Company settled certain unpaid liabilities comprised of unpaid consulting fees and expenses for each of the CEO of 5BARz International, Inc. of $110,000, the Chairman of 5BARz International Inc. of $110,000 and the CEO of 5BARz India Private Limited of $110,000. The amounts were settled by the issuance of convertible notes, which bear interest at a rate of 8% per annum and are convertible on demand at a price of $0.03 per share. Each convertible note is provided along with a warrant to acquire an equal number of the conversion shares at a strike price of $0.20 per share and a similar issue of warrants at a strike price of $0.10 per share. Accordingly warrants to acquire an aggregate of 11,000,000 shares at a strike price of $0.20 and warrants were issued to acquire the same number of shares at a strike price of $0.10 were issued. The warrants have a term of 2 years. Settlement of Convertible Promissory Notes During the period subsequent to December 31, 2017 several convertible promissory notes were settled by way of litigation or settlement agreement as follows; Note Reference Balance 12/31/17 Settlement Date Settlement Amount Terms of Settlement Note 8(b) $91,896 May 1, 2018 $110,448 Settlement of 3,681,600 shares and warrants at $0.20 Note 8(h) $82,802 August 16, 2018 $89,590 Litigation order, payment negotiation ongoing Note 8(j) $75,616 Sept. 6, 2018 $110,472 Litigation order, payment negotiation ongoing. Note 8(k) $66,667 February 9, 2018 $107,449 Litigation order, paid $30,000 Sept 7, 2018, balance due. Note 8(O) $321,979 Sept 19, 2018 $321,979 Litigation order, Appealed - United States District Court Each of the settlements and judgments reflected above terminate the note holders right to convert amounts due into common stock of the Company. Other Litigation - Settlement On October 19, 2018 the Company paid $25,000 as an initial payment in settlement of a stipulated judgment in favor of Ramona Featherby dba California Recovery Specialists. The stipulated judgment was in the amount of $130,000 and the settlement agreement provided for $105,000 to be paid in four monthly payments in full settlement of which $25,000 was paid, October 19, 2018. The balance due pursuant to the settlement agreement subsequent to the payment is $80,000. Litigation On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by EMA Financial LLC, a lender by way of convertible note in the principal amount of $110,000. The Note was entered into on July 30, 2015, see Note 8(m). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. On August 31, 2016, the Company had entered into a settlement agreement, which provided for a series of six (6) monthly settlement payments, in the aggregate amount of $188,500 in full settlement of the above referenced note. During the period to December 31, 2016, the Company paid $30,023 by way of the issuance of 389,910 shares. The balance reflected in the consolidated financial statements at December 31, 2016 was $158,477. During 2017, the Company remitted a further $96,659 in payments pursuant to the settlement agreement by way of three issuance of shares aggregating 1,431,447 common shares. At December 31, 2017, the balance due of $61,818 under the settlement agreement was reflected in the consolidated financial statements. On January 8, 2019 a summary judgment was issued in the R Squared Partners, LLC vs 5BARz International, Inc., and Daniel Bland law suit. The summary judgment was awarded without opposition as the parties were actively engaged in settlement negotiations. Accordingly, the Company is filing a motion vacate the order and or granting a motion to renew. The judgment awarded an interim order for breach of contract in the sum of $380,571 plus late fees in the amount of $2,987 accruing daily from March 16, 2016. The Company’s advisors hold that the judgment is based upon an agreement that charges interest at usury rates, illegal in the State of New York. Incorporation of 5BARz Technologies Pte. Ltd. On October 23, 2018 the Company incorporated a wholly owned subsidiary 5BARz Technologies Pte. Ltd., in Singapore, with the stated objective of the development of software and programming activities related to the Companies developing Big Data business. | Note 16 – Subsequent events Sales of Common Stock Shares issued for cash During the period January 1, 2018 to March 31, 2018, the Company issued 2,998,800 units at a price of $0.03 per unit for proceeds of $89,964. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. During the period April 1, 2018 to June 30, 2018, the Company issued 666,666 units at a price of $0.03 per unit for proceeds of $20,000. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. The Company also issued 3,100,000 units at a price of $0.03 per unit for proceeds of $93,000. 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. During the period July 1, 2018 to September 30, 2018, the Company issued 37,325,335 units at a price of $0.03 per unit for proceeds of $1,119,760. 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. During the period October 1, 2018 to December 31, 2018, the Company issued 13,225,900 units at a price of $0.03 per unit for proceeds of $396,777. 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. During the period January 1, 2019 to February 14, 2019, the Company issued 9,733,333 units at a price of $0.03 per unit for proceeds of $292,000. 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. Shares issued for services During the period January 1, 2018 to March 31, 2018, the Company issued 567,867 During the period April 1, 2018 to June 30, 2018, the Company issued 350,000 shares at a price of $0.029 per share for services valued at $10,150. The Company also issued 8,526,033 shares at a price of $0.03 per share for debt and services valued at $255,781. During the period July 1, 2018 to September 30, 2018, the Company issued 750,000 shares at a price of $0.03 per share for services valued at $22,500. During the period October 1, 2018 to December 31, 2018, the Company issued 308,840 shares at a price of $0.05 per share for services valued at $15,442. The Company also issued 333,334 shares at a price of $0.03 per share for services valued at $10,000. Shares issued for note and interest payable conversions During the period July 1, 2018 to September 30, 2018, the Company issued 1,802,882 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $54,086. The Company also issued 2,917,649 shares at a price of $0.03 per share upon conversion of $87,529 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. During the period October 1, 2018 to December 31, 2018, the Company issued 506,056 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $15,182. The Company also issued 843,419 shares at a price of $0.03 per share upon conversion of $25,303 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. During the period January 1, 2019 to February 14, 2019, the Company issued 8,083,557 shares at a price of $0.03 per share upon conversion of $242,507 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil. Related Party Transactions – Convertible Promissory Notes On June 30, 2018, the Company settled certain unpaid liabilities comprised of unpaid consulting fees and expenses for each of the CEO of 5BARz International, Inc. of $110,000, the Chairman of 5BARz International Inc. of $110,000 and the CEO of 5BARz India Private Limited of $110,000. The amounts were settled by the issuance of convertible notes, which bear interest at a rate of 8% per annum and are convertible on demand at a price of $0.03 per share. Each convertible note is provided along with a warrant to acquire an equal number of the conversion shares at a strike price of $0.20 per share and a similar issue of warrants at a strike price of $0.10 per share. Accordingly warrants to acquire an aggregate of 11,000,000 shares at a strike price of $0.20 and warrants were issued to acquire the same number of shares at a strike price of $0.10 were issued. The warrants have a term of 2 years. Settlement of Convertible Promissory Notes During the period subsequent to December 31, 2017 several convertible promissory notes were settled by way of litigation or settlement agreement as follows; Note Reference Balance 12/31/17 Settlement Date Settlement Amount Terms of Settlement Note 8(b) $ 91,896 May 1, 2018 $ 110,448 Settlement of 3,681,600 shares and warrants at $0.20 Note 8(h) $ 82,802 August 16, 2018 $ 89,590 Litigation order, payment negotiation ongoing Note 8(j) $ 75,616 Sept. 6, 2018 $ 110,472 Litigation order, payment negotiation ongoing. Note 8(k) $ 66,667 February 9, 2018 $ 107,449 Litigation order, paid $30,000 Sept 7, 2018, balance due. Note 8(O) $ 321,979 Sept 19, 2018 $ 321,979 Litigation order, Appealed - United States District Court Each of the settlements and judgments reflected above terminate the note holders right to convert amounts due into common stock of the Company. Other Litigation - Settlement On October 19, 2018 the Company paid $25,000 as an initial payment in settlement of a stipulated judgment in favor of Ramona Featherby dba California Recovery Specialists. The stipulated judgment was in the amount of $130,000 and the settlement agreement provided for $105,000 to be paid in four monthly payments in full settlement of which $25,000 was paid, October 19, 2018. The balance due pursuant to the settlement agreement subsequent to the payment is $80,000. Litigation On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by EMA Financial LLC, a lender by way of convertible note in the principal amount of $110,000. The Note was entered into on July 30, 2015, see Note 8(m). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. On August 31, 2016, the Company had entered into a settlement agreement, which provided for a series of six (6) monthly settlement payments, in the aggregate amount of $188,500 in full settlement of the above referenced note. During the period to December 31, 2016, the Company paid $30,023 by way of the issuance of 389,910 shares. The balance reflected in the consolidated financial statements at December 31, 2016 was $158,477. During 2017, the Company remitted a further $96,659 in payments pursuant to the settlement agreement by way of three issuance of shares aggregating 1,431,447 common shares. At December 31, 2017, the balance due of $61,818 under the settlement agreement was reflected in the consolidated financial statements. On January 8, 2019 a summary judgment was issued in the R Squared Partners, LLC vs 5BARz International, Inc., and Daniel Bland law suit. The summary judgment was awarded without opposition as the parties were actively engaged in settlement negotiations. Accordingly, the Company is filing a motion vacate the order and or granting a motion to renew. The judgment awarded an interim order for breach of contract in the sum of $380,571 plus late fees in the amount of $2,987 accruing daily from March 16, 2016. The Company’s advisors hold that the judgment is based upon an agreement that charges interest at usury rates, illegal in the State of New York. Incorporation of 5BARz Technologies Pte. Ltd. On October 23, 2018 the Company incorporated a wholly owned subsidiary 5BARz Technologies Pte. Ltd., in Singapore, with the stated objective of the development of software and programming activities related to the Companies developing Big Data business. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America. The accompanying condensed 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. | Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America and the rules and regulation of the U.S. Securities and Exchange Commission (SEC). 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, 5BARz India Private Limited (99.9%) in India, 5BARz Pte. Limited (100%) in Singapore and 5BARz Global Technology in Grand Cayman. 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. |
Use of estimates | Use of estimates The preparation of these condensed consolidated 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 condensed consolidated 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. | 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, valuation of derivative instruments, stock based compensation and inventory reserves. Actual results could differ from those estimates. |
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. | 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. | 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 FIFO method. The aggregate inventory as of September 30, 2017 was $176,672, June 30, 2017 was $177,733 and March 31, 2017 was $178,683. | Inventory Inventories are carried at the lower of cost and net realizable value. Cost is determined using the FIFO method. As of December 31, 2017, the Company’s component inventory for production in India had a value of $83,428 (2016 - $97,169, 2015 – Nil). In addition, engineering component inventory in the US aggregates $6,464, further finished goods in Mexico had a cost basis of $92,383 at December 31, 2016 and net carry value of Nil at December 31, 2017. |
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. 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 September 30, 2017, June 30, 2017, March 31, 2017. | 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. 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, 2017, 2016 and 2015. |
Cash held in Trust | Cash Held in Trust Cash held in trust is comprised in part of amounts held in escrow by law firms engaged by the Company for the purpose of attending to financings entered into by the Company. Pursuant to the terms of the Company’s subscription agreement, those trust funds are non-interest-bearing loans held until such time as the subscription agreement is completed and the underlying security is issued by the Company. These trust arrangements are not fixed term but occur from time to time in conjunction with financings in progress by the Company. In addition, on April 3, 2013, the Company entered into a Trust Agreement with Next Digital Corporation, a Company controlled by Mr. Daniel Bland, the CEO, CFO and Director of the Company. Mr. Bland is the designated trustee of the Next Digital Corporation trust account. Trust fund deposits are made by the Company or investors of the Company to the Next Digital bank account. The Trust funds remain on the books of the Company as a cash asset, and said funds are utilized solely for operating expenses of the Company. The trust funds are disbursed solely by the Trustee for expenditures for and on behalf of the Company and are made in compliance with the internal controls and cash management policies of the Company. In June 2018 that trust account was closed. Cash held in trust aggregated $2,773 on September 30, 2017, $76,246 on June 30, 2017 and $34,480 on March 31, 2017. | Cash held in trust Cash held in trust is comprised in part of amounts held in escrow by law firms engaged by the Company for the purpose of attending to financings entered into by the Company. Pursuant to the terms of the Company’s subscription agreement, those trust funds are non-interest bearing loans held until such time as the subscription agreement is completed and the underlying security is issued by the Company. In addition, on April 3, 2013, the Company entered into a Trust Agreement with a US corporation controlled by Mr. Daniel Bland, the CEO, CFO and Director of the Company. From time to time trust funds are paid by direct deposit by the Company or investors of the Company to the trust account. The trust agent shall hold the trust deposits in the account of the trustee, and such account is not utilized for any purposes other than the business of the Company. In June 2018 that trust account was closed. Cash held in trust aggregated $376 on December 31, 2017, (2016 - $170,221), (2015 - $193,000). |
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 as of September 30, 2017, June 30, 2017 and March 31, 2017. | 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, 2017, 2016 and 2015. |
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. | 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 Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the Company operates. The financial statements are presented in US dollar which is the Company’s functional and presentation currency. Transactions in foreign currencies have been translated into US dollars using the current rate method. 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. The functional currency in the Company’s subsidiary 5BARz Pte. Ltd. in Singapore is the Singapore Dollar. Assets and liabilities are translated based on 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 stockholders’ equity in other comprehensive income. | Foreign currency translation Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the Company operates. The financial statements are presented in US dollar which is the Company’s functional and presentation currency. Transactions in foreign currencies have been translated into US dollars using the current rate method. 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. The functional currency in the Company’s subsidiary 5BARz Pte. Ltd. in Singapore is the Singapore Dollar. Assets and liabilities are translated based on 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 stockholders’ equity in 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, India and Singapore bank accounts. There were aggregate uninsured cash balances of $6,774 at September 30, 2017, $ 2,835 at June 30, 2017 and $3,129 at March 31, 2017, respectively. | 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, India and Singapore bank accounts. There were aggregate uninsured cash balances of $83,784 at December 31, 2017, $44,266 at December 31, 2016 and $13,634 at December 31, 2015, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) 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. | Comprehensive Income (Loss) Comprehensive income(loss) is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners’s 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: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Assets- U.S. $ 3,173,599 $ 3,419,382 $ 3,544,230 $ 3,826,006 Assets- Mexico 74,648 69,565 70,156 94,147 Assets- India 344,547 335,924 333,543 243,570 Assets - Singapore 1,035 1,245 1,438 40,756 Assets- Total $ 3,593,829 $ 3,826,116 $ 3,949,367 $ 4,204,479 Liabilities- U.S. $ 7,436,598 $ 7,276,959 $ 7,215,005 $ 7,106,868 Liabilities- Mexico 175,281 177,041 169,831 154,341 Liabilities- India 1,522,920 1,287,906 1,020,754 1,067,090 Liabilities - Singapore 5,127 5,085 3,579 5,389 Liabilities- Total $ 9,139,926 $ 8,746,991 $ 8,409,169 $ 8,333,688 For the three months ended For the three months ended For the three months ended September 30, September 30, June 30, June 30, March 31, March 31, 2017 2016 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — $ — $ — Revenues- Mexico — — — — — — Revenues- India 17 19,543 2,308 16,969 — 19,559 Revenues- Singapore — — Revenues- Total $ 17 $ 19,543 $ 2,308 $ 16,969 $ — $ 72,923 Net (income) loss- U.S. $ 659,291 $ 1,014,831 $ 523,802 $ 2,967,092 $ 514,918 $ (193,308 ) Net (income) loss- Mexico (343 ) 43,473 7,801 46,398 39,549 57,188 Net loss- India 395,743 310,103 305,114 379,709 116,952 271,260 Net loss- Singapore 2,534 1,373 5,756 10,117 17,428 — Net Loss- Total $ 1,057,225 $ 1,369,780 $ 842,473 $ 3,403,316 $ 688,847 $ 135,140 For the nine months ended For the six months ended September 30, September 30, June 30, June 30, 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — Revenues- Mexico — — — — Revenues- India 2,325 56,071 2,308 36,528 Revenues – Singapore — — — — Revenues- Total $ 2,325 $ 56,071 $ 2,308 $ 36,528 Net Loss- U.S. $ 1,698,011 $ 3,788,616 $ 1,038,720 $ 2,773,784 Net loss- Mexico 47,007 147,059 47,350 103,586 Net loss- India 817,809 961,072 422,066 650,969 Net loss - Singapore 25,718 11,490 23,184 10,117 Net Loss- Total $ 2,588,545 $ 4,908,237 $ 1,531,320 $ 3,538,456 | The following summarizes key financial metrics associated with the Company’s foreign operations: December 31, December 31, December 31, 2017 2016 2015 Assets- U.S. $ 3,129,229 $ 3,826,006 $ 4,396,990 Assets- Mexico 3,355 94,147 172,170 Assets- India 386,789 243,570 50,645 Assets - Singapore 846 40,756 — Assets- Total $ 3,520,219 $ 4,204,479 $ 4,619,805 Liabilities- U.S. $ 9,145,727 $ 7,106,868 $ 9,540,657 Liabilities- Mexico 166,198 154,341 57,422 Liabilities- India 1,577,830 1,067,090 150,842 Liabilities - Singapore 31,406 5,389 — Liabilities- Total $ 10,921,161 $ 8,333,688 $ 9,748,921 December 31, December 31, December 31, 2017 2016 2015 Revenues- U.S. $ — $ — $ — Revenues- Mexico — — 2,350 Revenues- India 2,329 71,374 — Revenues – Singapore — — — Revenues- Total $ 2,329 $ 71,374 $ 2,350 Net Loss- U.S. $ 2,637,634 $ 2,464,389 $ 9,720,192 Net loss - Mexico 109,215 191,376 98,301 Net loss - India 1,276,203 1,415,001 610,273 Net loss - Singapore 58,077 260,450 — Net Loss- Total $ 4,081,129 $ 4,331,216 $ 10,428,766 |
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, amounts due to related parties, notes payable 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: September 30, 2017 $ 377,571 $ — $ — $ 377,571 June 30, 2017 $ 381,396 $ — $ — $ 381,396 March 31, 2017 $ 577,241 $ — $ — $ 577,241 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 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: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Beginning balance $ 381,396 $ 577,241 $ 1,302,543 $ 1,868,439 Aggregate fair value of conversion feature upon issuance of common shares — — — — Change in fair value of derivative liabilities (14,470 ) (212,886 ) (763,885 ) (3,485,801 ) Reclassification of warrants to derivative liability 6,462 9,968 30,095 2,785,655 Reclassification of options to derivative liability 4,183 7,073 8,488 134,2495 Ending balance $ 377,571 $ 381,396 $ 577,241 $ 1,302,543 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: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Stock price $ 0.031 $ 0.041 $ 0.046 $ 0.0513 Volatility 89.65 % 94.91 % 94.99 % 104.69 % Risk-free interest rate 1.06 % 1.03 % 0.76 % 0.51 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 1.70 years 1.26 years 1.89 years 1.31 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. | Fair value of financial instruments The carrying amounts of cash and cash equivalents, 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, 2017 $ 826,782 $ — $ — $ 826,782 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 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, 2017 December 31, 2016 December 31, 2015 Beginning balance $ 1,302,543 $ 1,868,439 $ 547,940 Aggregate fair value of conversion feature upon issuance of common shares — — (457,228 ) Change in fair value of derivative liabilities (1,144,834 ) (3,485,801 ) (45,356 ) Reclassification of warrants to derivative liability 643,085 2,785,655 1,823,083 Reclassification of options to derivative liability 25,988 134,249 — Ending balance $ 826,782 $ 1,302,543 $ 1,868,439 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, 2017 December 31, 2016 December 31, 2015 Stock price $ 0.042 $ 0.0513 $ 0.10 Volatility 89.33 % 104.69 % 91.3 % Risk-free interest rate 1.39 % 0.51 % 0.04 % Dividend yield 0.0 % 0.0 % 0.0 % Expected life 1.96 years 1.31 years 0.01 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”. As a result, the conversion feature is marked to market at each reporting period. 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 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. | 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”. As a result, the conversion feature is marked to market at each reporting period. 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. |
Amortization of Debt Discount | 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. | 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 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 | 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. 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. 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 relating to options during the three, six and nine-months period ended March 31, 2017 and 2016, June 30, 2017 and 2016, September 30, 2017 and 2016 as follows: For the Nine Months Ended For the Six Months Ended For the Three Months Ended September 30, 2017 September 30, 2016 June 30, 2017 June 30, 2016 March 31, 2017 March 31, 2016 General and administrative $ 41,629 $ 223,447 $ 29,788 $ 177,675 $ 15,886 $ 14,711 Research and development — 33,644 — 33,644 — 33,644 Sales and marketing — 7,007 — 7,007 — 7,007 Total $ 41,629 $ 246,098 $ 29,788 $ 218,326 $ 15,886 $ 55,362 | 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. The expected life assumption is primarily based on historical exercise patterns, the option is based on the simplified method of term, 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. 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. 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 relating to options during the year ended December 31, 2017, 2016 and 2015 as follows: December 31, 2017 December 31, 2016 December 31, 2015 General and administrative $ 122,432 $ 256,466 $ 146,932 Research and development — 33,644 98,741 Sales and marketing — 7,007 130,024 Total $ 122,432 $ 297,117 $ 375,697 |
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 condensed consolidated financial statements, basic earnings per share of common stock is computed by dividing net loss 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 September 30, 2017, June 30, 2017 and March 31, 2017, respectively, of 235,512,048, 243,743,847 and 251,254,051 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. (see Note 10 for derivative liabilities). The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives. | 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, 2017, December 31, 2016 and December 31, 2015 respectively of 313,273,100, 235,101,809 and 155,670,170 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. (see Note 10 for derivative liabilities). The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives. The break-out of these potentially dilutive securities is as follows; Year Options Warrants Convertible notes Total 2017 22,952,000 222,869,429 67,451,671 313,273,100 2016 26,345,000 188,125,232 20,631,577 235,101,809 2015 15,480,000 102,188,477 38,001,693 155,670,170 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. (see Note 10 for derivative liabilities). 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 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, 2017, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We anticipate that the adoption of this standard will increase the note disclosures of the nature, amount and timing of revenue and cash flows arising from contracts with customers in our consolidated financial statements. 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 and was adopted by the Company at that time. Early adoption was 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. The single performance-based award issued by the Company was not met and the opportunity to meet the award expired during 2016. Accordingly, the adoption of the policy had no effect on the financial statements of the Company. 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 adopted this ASU effective December 31, 2015 upon issuance of its annual audited financial statements. At that time the Company would apply the new guidance retrospectively to all prior periods. The Company did issue debt, with debt issue costs in 2015 of $45,000 in aggregate, that expense was recorded when issued. The period of amortization on the debt instruments issued during the year was six months accordingly under the new policy amortization too place during the same fiscal year. Accordingly, the adoption of this standard did not have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory: Simplifying the Measurement of Inventory”, that requires inventory not measured using either the last in, first out (LIFO) or the retail inventory method to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and will be applied prospectively. Early adoption is permitted. The Company currently uses lower of cost or net realizable value. The adoption of the policy in 2017 did not have a material impact on the financial statements. 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 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is a simplification initiative involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim period or annual period. The adoption of this policy for fiscal year 2017 did not have any effect on the financial statements as the payments were made to independent contractors and were in all cases for services or debt and were reflected as such in the statement of cash flows. There were no income tax consequences of the awards. The FASB issued ASU 2016-15, Compensation – Statement of Cash Flow (Topic 230). ASU 2016-15 provides a classification of how certain cash receipts and payments are presented and classification in the statement of cash flows. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for any entity in any interim period or annual period. The Company do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. The FASB issued ASU 2016-18, Statement of Cash Flow (Topic 230). ASU 2016-18 provides a consensus of the Emerging Issue Task Force on the classification and presentation of changes in restricted cash on the statement of cash flows. This update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amount shown on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for any entity in any interim period or annual period. The adoption of this standard did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. As the Company has no business combinations after the effective date of this pronouncement, the Company expects no effect on the consolidated financial statements as a result of adopting this pronouncement. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company does not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this update are effective for all companies for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for public companies for any reporting period for which financial statements have not been issued. The Company does not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings per share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The amendments in this update address narrow issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The amendments apply to all companies that issue financial instruments (for example, warrants or convertible instruments) that include down round features. The amendments provide guidance as to whether the instruments should be classified as equity or liabilities, also guidance as to the calculation of earnings per share which is impacted by that instrument as well as classification as a derivative instrument and the valuation thereof. The amendments in this update are effective for all companies for annual periods beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted for public companies. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this update address share-based payment transaction for acquiring goods and services from non-employees. The guidance addresses the financial disclosures with respect to the measurement, timing, performance conditions and classification of the awards. The amendments in this update are effective for all companies for annual periods beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the disclosure requirements for fair value measurement. The amendments in this update effect all entities that are required, under current GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including consideration of costs and benefits. The amendments in this update are effective for all companies for annual periods beginning after December 15, 2019, including interim periods within those periods. 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, 2017 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 2017 or 2016, 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 up to the date 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 condensed consolidated financial statements, except as disclosed in Note 16 to the December 31, 2017 financial statements included in this document. | Subsequent Events The Company evaluates events that have occurred after the balance sheet date up to the date 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 16. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Foreign Operations | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Assets- U.S. $ 3,173,599 $ 3,419,382 $ 3,544,230 $ 3,826,006 Assets- Mexico 74,648 69,565 70,156 94,147 Assets- India 344,547 335,924 333,543 243,570 Assets - Singapore 1,035 1,245 1,438 40,756 Assets- Total $ 3,593,829 $ 3,826,116 $ 3,949,367 $ 4,204,479 Liabilities- U.S. $ 7,436,598 $ 7,276,959 $ 7,215,005 $ 7,106,868 Liabilities- Mexico 175,281 177,041 169,831 154,341 Liabilities- India 1,522,920 1,287,906 1,020,754 1,067,090 Liabilities - Singapore 5,127 5,085 3,579 5,389 Liabilities- Total $ 9,139,926 $ 8,746,991 $ 8,409,169 $ 8,333,688 For the three months ended For the three months ended For the three months ended September 30, September 30, June 30, June 30, March 31, March 31, 2017 2016 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — $ — $ — Revenues- Mexico — — — — — — Revenues- India 17 19,543 2,308 16,969 — 19,559 Revenues- Singapore — — Revenues- Total $ 17 $ 19,543 $ 2,308 $ 16,969 $ — $ 72,923 Net (income) loss- U.S. $ 659,291 $ 1,014,831 $ 523,802 $ 2,967,092 $ 514,918 $ (193,308 ) Net (income) loss- Mexico (343 ) 43,473 7,801 46,398 39,549 57,188 Net loss- India 395,743 310,103 305,114 379,709 116,952 271,260 Net loss- Singapore 2,534 1,373 5,756 10,117 17,428 — Net Loss- Total $ 1,057,225 $ 1,369,780 $ 842,473 $ 3,403,316 $ 688,847 $ 135,140 For the nine months ended For the six months ended September 30, September 30, June 30, June 30, 2017 2016 2017 2016 Revenues- U.S. $ — $ — $ — $ — Revenues- Mexico — — — — Revenues- India 2,325 56,071 2,308 36,528 Revenues – Singapore — — — — Revenues- Total $ 2,325 $ 56,071 $ 2,308 $ 36,528 Net Loss- U.S. $ 1,698,011 $ 3,788,616 $ 1,038,720 $ 2,773,784 Net loss- Mexico 47,007 147,059 47,350 103,586 Net loss- India 817,809 961,072 422,066 650,969 Net loss - Singapore 25,718 11,490 23,184 10,117 Net Loss- Total $ 2,588,545 $ 4,908,237 $ 1,531,320 $ 3,538,456 | December 31, December 31, December 31, 2017 2016 2015 Assets- U.S. $ 3,129,229 $ 3,826,006 $ 4,396,990 Assets- Mexico 3,355 94,147 172,170 Assets- India 386,789 243,570 50,645 Assets - Singapore 846 40,756 — Assets- Total $ 3,520,219 $ 4,204,479 $ 4,619,805 Liabilities- U.S. $ 9,145,727 $ 7,106,868 $ 9,540,657 Liabilities- Mexico 166,198 154,341 57,422 Liabilities- India 1,577,830 1,067,090 150,842 Liabilities - Singapore 31,406 5,389 — Liabilities- Total $ 10,921,161 $ 8,333,688 $ 9,748,921 December 31, December 31, December 31, 2017 2016 2015 Revenues- U.S. $ — $ — $ — Revenues- Mexico — — 2,350 Revenues- India 2,329 71,374 — Revenues – Singapore — — — Revenues- Total $ 2,329 $ 71,374 $ 2,350 Net Loss- U.S. $ 2,637,634 $ 2,464,389 $ 9,720,192 Net loss - Mexico 109,215 191,376 98,301 Net loss - India 1,276,203 1,415,001 610,273 Net loss - Singapore 58,077 260,450 — Net Loss- Total $ 4,081,129 $ 4,331,216 $ 10,428,766 |
Fair value of financial instruments | Consolidated Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Derivative Liabilities: September 30, 2017 $ 377,571 $ — $ — $ 377,571 June 30, 2017 $ 381,396 $ — $ — $ 381,396 March 31, 2017 $ 577,241 $ — $ — $ 577,241 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 | 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, 2017 $ 826,782 $ — $ — $ 826,782 December 31, 2016 $ 1,302,543 $ — $ — $ 1,302,543 December 31, 2015 $ 1,868,439 $ — $ — $ 1,868,439 |
Changes in the fair value | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Beginning balance $ 381,396 $ 577,241 $ 1,302,543 $ 1,868,439 Aggregate fair value of conversion feature upon issuance of common shares — — — — Change in fair value of derivative liabilities (14,470 ) (212,886 ) (763,885 ) (3,485,801 ) Reclassification of warrants to derivative liability 6,462 9,968 30,095 2,785,655 Reclassification of options to derivative liability 4,183 7,073 8,488 134,2495 Ending balance $ 377,571 $ 381,396 $ 577,241 $ 1,302,543 | December 31, 2017 December 31, 2016 December 31, 2015 Beginning balance $ 1,302,543 $ 1,868,439 $ 547,940 Aggregate fair value of conversion feature upon issuance of common shares — — (457,228 ) Change in fair value of derivative liabilities (1,144,834 ) (3,485,801 ) (45,356 ) Reclassification of warrants to derivative liability 643,085 2,785,655 1,823,083 Reclassification of options to derivative liability 25,988 134,249 — Ending balance $ 826,782 $ 1,302,543 $ 1,868,439 |
Fair value using the Black-Scholes pricing model | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Stock price $ 0.031 $ 0.041 $ 0.046 $ 0.0513 Volatility 89.65 % 94.91 % 94.99 % 104.69 % Risk-free interest rate 1.06 % 1.03 % 0.76 % 0.51 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected life 1.70 years 1.26 years 1.89 years 1.31 years | December 31, 2017 December 31, 2016 December 31, 2015 Stock price $ 0.042 $ 0.0513 $ 0.10 Volatility 89.33 % 104.69 % 91.3 % Risk-free interest rate 1.39 % 0.51 % 0.04 % Dividend yield 0.0 % 0.0 % 0.0 % Expected life 1.96 years 1.31 years 0.01 years |
Stock based compensation | For the Nine Months Ended For the Six Months Ended For the Three Months Ended September 30, 2017 September 30, 2016 June 30, 2017 June 30, 2016 March 31, 2017 March 31, 2016 General and administrative $ 41,629 $ 223,447 $ 29,788 $ 177,675 $ 15,886 $ 14,711 Research and development — 33,644 — 33,644 — 33,644 Sales and marketing — 7,007 — 7,007 — 7,007 Total $ 41,629 $ 246,098 $ 29,788 $ 218,326 $ 15,886 $ 55,362 | December 31, 2017 December 31, 2016 December 31, 2015 General and administrative $ 122,432 $ 256,466 $ 146,932 Research and development — 33,644 98,741 Sales and marketing — 7,007 130,024 Total $ 122,432 $ 297,117 $ 375,697 |
Net loss per share | Year Options Warrants Convertible notes Total 2017 22,952,000 222,869,429 67,451,671 313,273,100 2016 26,345,000 188,125,232 20,631,577 235,101,809 2015 15,480,000 102,188,477 38,001,693 155,670,170 |
Furniture & equipment (Tables)
Furniture & equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Furniture & Equipment | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Furniture and equipment $ 97,845 $ 162,258 $ 162,226 $ 172,188 Research and development equipment 78,367 78,367 78,367 78,367 Leasehold improvements — 56,128 56,128 62,527 176,212 296,753 296,721 313,082 Accumulated amortization & depreciation (100,019 ) (170,977 ) (154,698 ) (138,220 ) Furniture & equipment net $ 76,193 $ 125,776 $ 142,023 $ 174,862 | December 31, 2017 December 31, 2016 December 31, 2015 Furniture and equipment $ 99,797 $ 172,188 $ 151,191 Research and development equipment 78,367 78,367 13,367 Leasehold improvements — 62,527 56,128 178,164 313,082 220,686 Accumulated amortization & depreciation (110,341 ) (138,220 ) (76,719 ) Furniture & equipment net $ 67,823 $ 174,862 $ 143,967 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Technology $ 3,091,615 $ 3,090,787 $ 3,089,539 $ 3,087,989 Marketing and distribution agreement 370,000 370,000 370,000 370,000 Trademarks 264 264 264 264 License rights 1,348 1,348 1,348 1,348 3,463,227 3,462,398 3,461,151 3,459,601 Accumulated amortization (1,559,802 ) (1,435,994 ) (1,312,196 ) (1,189,124 ) Technology and other intangibles, net $ 1,903,425 $ 2,026,405 $ 2,148,955 $ 2,270,477 | December 31, 2017 December 31, 2016 December 31, 2015 Technology $ 3,098,391 $ 3,087,989 $ 3,077,244 Marketing and distribution agreement 370,000 370,000 370,000 Trademarks 264 264 264 License rights 1,348 1,348 1,348 3,470,003 3,459,601 3,448,856 Accumulated amortization (1,683,792 ) (1,189,124 ) (695,271 ) Technology and other intangibles, net $ 1,786,211 $ 2,270,477 $ 2,753,585 |
Amortization of intangible assets | For the years ended Total Technology Marketing and 2018 $ 494,232 $ 441,375 $ 52,857 2019 494,232 441,375 52,857 2020 494,232 441,375 52,857 2021 303,515 272,682 30,833 2022 — — — $ 1,786,211 $ 1,597,807 $ 189,404 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Goodwill – beginning of period $ 1,140,246 $ 1,140,246 $ 1,140,246 $ 1,140,246 Goodwill – end of period $ 1,140,246 $ 1,140,246 $ 1,140,246 $ 1,140,246 | December 31, 2017 December 31, 2016 December 31, 2015 Goodwill – beginning of year $ 1,140,246 $ 1,140,246 $ 1,140,246 Goodwill – end of year $ 1,140,246 $ 1,140,246 $ 1,140,246 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Domestic and foreign components of income (loss) before income taxes | December 31, 2017 December 31, 2016 December 31, 2015 Domestic $ (2,618,595 ) $ (2,244,052 ) $ (9,713,671 ) Foreign (1,462,534 ) (2,087,164 ) (715,095 ) Loss from continuing operations before provision for income taxes $ (4,081,129 ) $ (4,331,216 ) $ (10,428,766 ) |
Income tax provision (benefit) | December 31, 2017 December 31, 2016 December 31, 2015 Foreign Current $ — $ — $ — Deferred (373,577 ) (550,276 ) (136,663 ) U.S. federal Current — — — Deferred 2,706,079 (1,579,127 ) (3,268,587 ) State & local Current — — — Deferred (234,098 ) (19,698 ) (58,656 ) Total 2,098,404 (2,149,101 ) (3,463,906 ) Change in valuation allowance (2,098,404 ) 2,149,101 3,463,906 Income tax provision (benefit) $ — $ — $ — |
Reconciliation of statutory and effective income tax rate | December 31, 2017 December 31, 2016 December 31, 2015 U.S. federal statutory income tax rate (benefit) (34.0 %) (34.0 %) (34.0 %) State income taxes, net of federal benefit (2.7 %) (0.4 %) (0.6 %) Change in fair value of derivative liability (10.3 %) (28.5 %) 0.1 % Permanent differences 0.1 % 1.0 % 2.5 % Foreign Tax Rate Differential 2.0 % 2.1 % 0.2 % Research tax credit 0.0 % (1.7 %) (2.3 %) Tax reform impact on deferred taxes 97.8 % Other 1.4 % 7.3 % 1.8 % Change in valuation allowance (51.4 %) 50.8 % 33.6 % Effective rate 0.0 % 0.0 % 0.0 % |
Deferred Tax asset and liability | December 31, 2017 December 31, 2016 December 31, 2015 Deferred tax assets Net operating loss carryovers $ 7,335,196 $ 9,303,936 $ 7,537,193 R and D credit 489,351 489,351 563,641 Stock-based compensation 709,218 902,468 491,371 Derivative liability 59,056 83,674 84,174 Intangible asset amortization 89,931 66,536 6,634 Total deferred tax assets 8,682,752 10,845,965 8,683,013 Valuation allowance (8,600,408 ) (10,730,878 ) (8,581,777 ) Deferred tax asset, net of valuation allowance 82,344 115,087 101,236 Deferred tax liabilities Fixed asset depreciation (23,288 ) (31,413 ) (17,062 ) Intangible asset amortization — — — Convertible debt (59,056 ) (83,674 ) (84,174 ) Total deferred tax liabilities (82,344 ) (115,087 ) (101,236 ) Net deferred tax asset (liability) $ — $ — $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Promissory Notes | 5BARz International, Inc. Note Balance Balance Balance Balance Terms September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Issue Date December 17, 2012 (a) $ 116,620 $ 114,314 $ 112,079 $ 109,911 January 8, 2013 (b) 78,316 88,531 75,034 86,331 October 6, 2014 (c) 257,604 256,956 256,317 255,687 May 21, 2015 (d) — — — 47,191 June 17, 2015 (e) 79,889 76,976 74,094 83,733 June 18, 2015 (f) — 32,678 25,000 25,000 June 18, 2015 (g) 72,677 69,852 67,165 64,609 June 26, 2015 (h) 100,000 166,667 177,424 177,424 July 30, 2015 (i) 61,742 96,871 96,871 158,476 August 27, 2015 (j) — 8,454 84,033 84,033 October 28, 2015 (k) — — — 25,651 October 30, 2015 (l) — — — 54,713 Mar – Dec, 2017 (m) 621,124 130,690 49,961 — 5BARz International Inc. $ 1,387,972 $ 1,041,990 $ 1,017,980 $ 1,172,759 Cellynx Group, Inc. – Notes Payable Issue Date Balance Balance Balance Balance Note Terms September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 May 24, 2012 (n) $ 66,952 $ 63,434 $ 60,135 $ 57,041 September 12, 2012 (o) 48,082 45,555 43,186 40,964 Cellynx total $ 115,034 $ 108,989 $ 103,322 $ 98,005 Sub-total $ 1,503,006 $ 1,050,979 $ 1,121,302 $ 1,270,764 Debt Discount Notes payable, net $ 1,503,006 $ 1,050,979 $ 1,121,302 $ 1,270,764 | Promissory Notes 5BARz Unpaid Balance Balance Balance International, Inc. Issue Date Note Principal Note Terms Unpaid Interest December 31, 2017 December 31, 2016 December 31, 2015 December, 2012 $ 80,000 (a) $ 38,971 $ 118,971 $ 109,911 $ 99,445 January 8, 2013 86,331 (b) 5,565 91,896 86,331 81,977 October 6, 2014 250,000 (c) 8,254 258,254 255,687 253,123 March 6, 2015 — (d) — — — 548,283 May 4, 2015 — (e) — — — 138,000 May 21, 2015 — (f) — — 47,191 174,064 June 15, 2015 — (g) — — 175,000 June 17, 2015 52,500 (h) 30,302 82,802 83,733 82,217 June 18, 2015 — (i) — — 25,000 163,956 June 18, 2015 52,500 (j) 23,116 75,616 64,609 82,193 June 26, 2015 66,667 (k) — 66,667 177,424 176,652 July 17, 2015 — (l) — — — 105,282 July 30, 2015 61,742 (m) — 61,742 158,476 172,167 August 27, 2015 — (n) — — — 92,195 August 27, 2015 — (o) 321,980 321,980 84,033 170,764 October 9, 2015 — (p) — — — 87,514 October 28, 2015 — (q) — — 25,651 152,915 October 30, 2015 — (r) — — 54,713 160,081 Mar – Dec, 2017 1,005,826 (s) 25,620 1,031,446 — — Sub-total $ 1,655,566 $ 453,808 $ 2,109,374 $ 2,915,828 $ 1,172,759 Cellynx Group, Inc. – Notes Payable Unpaid Balance Balance Balance Issue Date Note Principal Note Terms Unpaid Interest December 31, 2017 December 31, 2016 December 31, 2015 May 24, 2012 $ 15,900 (t) $ 54,764 $ 70,664 $ 57,041 $ 46,018 September 12, 2012 12,500 (u) 38,248 50,748 40,964 33,048 Cellynx total $ 28,400 $ 93,012 $ 121,412 $ 98,005 $ 79,066 Sub-total $ 1,683,966 $ 546,820 $ 2,230,786 $ 1,270,764 $ 2,994,894 Debt Discount (111,630 ) Notes payable, net $ 1,683,966 $ 546,820 $ 2,230,786 $ 1,270,764 $ 2,883,264 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases | September 30, June 30, March 31, 2017 $ 101,048 2017 $ 187,488 2017 $ 282,585 2018 103,959 2018 92,722 2018 91,425 2019 71,725 2019 71,197 2019 69,835 2020 36,737 2020 36,467 2020 35,769 2021 — 2021 — 2021 — Total $ 313,469 Total: $ 387,874 Total: $ 479,614 | Fiscal Year 2018 $ 104,092 2019 71,866 2020 36,809 2021 — 2022 — Total $ 212,767 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Warrant Activity | Number of Weighted Average Average Remaining Outstanding at December 31, 2016 188,125,232 $ 0.21 1.25 Exercisable at December 31, 2016 180,125,232 $ 0.22 1.25 Granted * 4,150,000 0.20 1.89 Exercised Cancelled/ expired (6,369,167 ) 0.20 — Outstanding at March 31, 2017 185,906,065 0.21 1.89 Exercisable at March 31, 2017 177,906,065 0.21 1.89 Granted * 6,268,111 0.27 1.26 Exercised Cancelled/ expired (15,434,000 ) 0.27 — Outstanding at June 30, 2017 176,740,176 0.20 1.26 Exercisable at June 30, 2017 176,740,176 0.20 1.26 Granted * 4,510,667 0.24 1.70 Exercised Cancelled/ expired (15,085,000 ) 0.30 — Outstanding at September 30, 2017 166,165,843 0.19 1.70 Exercisable at September 30, 2017 166,165,843 0.19 1.70 | Number of Weighted Average Average Remaining Outstanding at December 31, 2015 102,188,477 $ 0.25 1.20 Granted 125,483,049 0.19 1.69 Exercised (12,441,667 ) 0.05 — Cancelled/ expired (27,104,627 ) 0.29 — Outstanding at December 31, 2016 188,125,232 $ 0.21 1.25 Exercisable at December 31, 2016 180,125,232 $ 0.22 1.25 Granted * 99,386,380 0.17 1.79 Exercised — — — Cancelled/ expired (64,642,183 ) 0.25 — Outstanding at December 31, 2017 222,869,429 0.18 1.29 Exercisable at December 31, 2017 222,869,429 0.18 1.29 |
Option Activity | Number of Weighted Average Average Remaining Outstanding at December 31, 2016 26,345,000 $ 0.10 5.90 Exercisable at December 31, 2016 14,997,836 $ 0.12 2.12 Granted — — — Exercised — — — Cancelled (4,075,000 ) 0.13 3.55 Outstanding at March 31, 2017 22,270,000 0.10 6.06 Exercisable at March 31, 2017 11,842,904 0.11 2.35 Granted — — — Exercised — — — Cancelled (430,000 ) 0.12 2.75 Outstanding at June 30, 2017 21,840,000 0.10 5.74 Exercisable at June 30, 2017 12,084,603 0.11 3.49 Granted — — — Exercised — — — Cancelled (900,000 ) 0.11 2.77 Outstanding at September 30, 2017 20,940,000 0.10 5.73 Exercisable at September 30, 2017 11,655,945 0.11 3.49 | Number of Options Weighted Average Exercise Price Average Remaining Contractual Life Outstanding at December 31, 2015 15,480,000 $ 0.11 5.04 Granted 11,065,000 0.09 9.03 Exercised — — — Cancelled (200,000) 0.15 2.30 Outstanding at December 31, 2016 26,345,000 $ 0.10 5.90 Exercisable at December 31, 2016 15,080,027 $ 0.12 2.12 Granted 2,112,000 0.05 4.97 Exercised — — — Cancelled (5,505,000) 0.12 3.34 Outstanding at December 31, 2017 22,952,000 $ 0.09 5.46 Exercisable at December 31, 2017 13,952,288 $ 0.09 2.78 |
Assumptions and Valuation | Dec 31, 2017 Jan 22, 2016 Feb 29, 2016 March 31, 2016 June 14, 2016 June 30, 2016 Sept 30, 2016 Stock price $0.042 $0.12 $0.09 $0.06 $0.09 $0.095 $0.084 Volatility 89% 92% 92% 94% 106% 106% 106% Risk free interest rate 1.98% 1.2% 1.7% 1.2% 1.0% 1.2% 1.4% Expected life 3 years 5 years 10 years 10 years 10 years 10 years 6 years | |
Fair Value of Options | Valuation date Number of options Fair value January 22, 2016 240,000 $ 19,922 February 29, 2016 100,000 7,758 March 31, 2016 1,076,370 47,603 June 14, 2016 1,000,000 81,492 June 30, 2016 951,370 61,551 September 30, 2016 787,516 45,772 December 31, 2016 812,828 33,019 December 31, 2017 2,218,096 122,432 | |
Number and Weighted average exercise prices | Options Weighted average Weighted average remaining contract life Outstanding at December 31, 2016 65,000,000 $ 0.0002 1.18 Granted — — — Expired — — — Outstanding at March 31, 2017 65,000,000 $ 0.0002 0.93 Exercisable at March 31, 2017 65,000,000 $ 0.0002 0.93 Granted — — — Expired — — — Outstanding at June 30, 2017 65,000,000 $ 0.0002 0.68 Exercisable at June 30, 2017 65,000,000 $ 0.0002 0.68 Granted — — — Expired — — — Outstanding at September 30, 2017 65,000,000 $ 0.0002 0.43 Exercisable at September 30, 2017 65,000,000 $ 0.0002 0.43 | Options Weighted average Weighted average remaining contract life Opening at December 31, 2015 69,000,000 $ 0.0002 2.27 Granted — — — Expired (4,000,000 ) 0.0003 — Outstanding at December 31, 2016 65,000,000 $ 0.0002 1.18 Exercisable at December 31, 2016 65,000,000 $ 0.0002 1.18 Granted — — — Expired — — — Outstanding at December 31, 2017 65,000,000 $ 0.0002 0.18 Exercisable at December 31, 2017 65,000,000 $ 0.0002 0.18 |
Related Party Transaction (Tabl
Related Party Transaction (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Due to related parties | Name of Related Party Relationship Description 2017 2016 2015 Aseema Softnet Technology Managing Director spouse of CEO and Director of subsidiary Engineering Services $ 1,574,019 $ 1,406,429 $ 605,302 Daniel Bland CEO, CFO, Director Unpaid fees and expenses 353,611 194,724 103,590 Gil Amelio Chairman of the Board Unpaid fees and expenses 796,645 534,030 343,716 Samartha Nagabhushanam CEO & Director of subsidiary Unpaid fees and expenses 460,708 125,950 3,232 Garnel Bland Spouse of the CEO Loan 12,000 — — Total $ 3,196,983 $ 2,261,133 $ 1,055,840 |
Investment in CelLynx Group, _2
Investment in CelLynx Group, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Line of credit | 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 _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and AccruedLiabilities | September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Product development costs $ 466,831 $ 496,146 $ 440,352 $ 448,596 Consulting and wages 2,643,616 2,34,015 2,178,159 2,265,825 Legal and administrative 656,364 655,833 545,410 26,438 Acquired liabilities – CelLynx - 2012 363,516 362,916 362,316 360,716 Other 42,843 39,603 32,748 19,389 Total $ 4,173,170 $ 3,897,513 $ 3,558,985 $ 3,120,964 | December 31, 2017 December 31, 2016 December 31, 2015 Product development costs $ 660,689 $ 448,596 $ 991,799 Consulting and wages 2,755,374 2,265,825 1,082,889 Legal and administrative 315,588 26,438 498,704 Acquired liabilities – CelLynx - 2012 364,116 360,716 1,118,495 Other 92,559 19,389 249,491 Total $ 4,188,326 $ 3,120,964 $ 3,941,378 |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note Reference Balance 12/31/17 Settlement Date Settlement Amount Terms of Settlement Note 8(b) $91,896 May 1, 2018 $110,448 Settlement of 3,681,600 shares and warrants at $0.20 Note 8(h) $82,802 August 16, 2018 $89,590 Litigation order, payment negotiation ongoing Note 8(j) $75,616 Sept. 6, 2018 $110,472 Litigation order, payment negotiation ongoing. Note 8(k) $66,667 February 9, 2018 $107,449 Litigation order, paid $30,000 Sept 7, 2018, balance due. Note 8(O) $321,979 Sept 19, 2018 $321,979 Litigation order, Appealed - United States District Court |
Organization (Details)
Organization (Details) | 12 Months Ended |
Dec. 31, 2017 | |
CelLynx Group Inc. [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Mar. 29, 2012 |
Owned (percentage) | 60.00% |
5BARz International SA de CV [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Jan. 12, 2015 |
Owned (percentage) | 99.00% |
5BARz India Private Limited [Member] | |
Business Acquisition [Line Items] | |
Agreement date | Jan. 12, 2015 |
Owned (percentage) | 99.90% |
5BARz Pte. Ltd Singapore[Member] | |
Business Acquisition [Line Items] | |
Agreement date | Jun. 27, 2016 |
Owned (percentage) | 100.00% |
Organization and Going Concern
Organization and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||
Stockholders' (Deficit) | $ (5,546,097) | $ (4,920,875) | $ (4,459,801) | $ (4,920,875) | $ (5,546,097) | $ (7,400,942) | $ (4,129,209) | $ (5,129,116) | $ 1,086,931 | |||||
Sales | 17 | 2,308 | $ 19,543 | $ 16,969 | $ 19,559 | 2,308 | $ 36,528 | 2,325 | $ 56,071 | 2,329 | 71,374 | 2,350 | ||
Net loss before non-controlling interest | $ 1,057,225 | $ 842,473 | 688,847 | $ 1,369,780 | $ 3,403,316 | 135,140 | 1,531,320 | 3,538,456 | 2,588,545 | 4,908,237 | 4,081,129 | 4,331,216 | 10,428,766 | |
Net cash used in operating activities | 439,832 | 1,373,959 | 566,698 | 2,455,791 | 1,083,257 | 3,797,544 | 1,583,955 | 4,499,689 | 4,042,141 | |||||
Proceeds from private placements | 234,820 | 3,856,083 | 1,444,546 | 4,568,083 | 2,960,168 | |||||||||
Proceeds from issuance of convertible notes | $ 49,961 | $ 129,442 | 614,271 | 1,005,826 | 2,476,750 | |||||||||
Settled debt and services with common stock | $ 833,137 | $ 1,875,269 | $ 866,479 | $ 2,111,947 | $ 1,803,173 |
Summary of significant accoun_4
Summary of significant accounting policies (Details Narrative 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||||
Production Inventory component in India | $ 83,428 | $ 97,169 | ||||
Engineering component inventory | 6,464 | |||||
Finished goods in Mexico | $ 178,683 | $ 177,733 | $ 176,762 | 92,383 | ||
Cash held in trust | 34,480 | 76,246 | 2,733 | 376 | 170,221 | $ 193,000 |
Federal Deposit Insurance Corporation (FDIC) | 250,000 | |||||
Uninsured cash balances | $ 3,129 | $ 2,835 | $ 6,774 | $ 83,784 | $ 44,266 | $ 13,634 |
Dilutive Securities | 251,254,051 | 243,743,847 | 235,512,048 | 313,273,100 | 235,101,809 | 155,670,170 |
Summary of significant accoun_5
Summary of significant accounting policies (Details Narrative 2) - shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dilutive Securities | 251,254,051 | 243,743,847 | 235,512,048 | 313,273,100 | 235,101,809 | 155,670,170 |
Options [Member] | ||||||
Dilutive Securities | 22,952,000 | 26,345,000 | 15,480,000 | |||
Warrants [Member] | ||||||
Dilutive Securities | 222,869,429 | 188,125,232 | 102,188,477 | |||
Convertible notes [Member] | ||||||
Dilutive Securities | 67,451,671 | 20,631,577 | 38,001,693 |
Summary of significant accoun_6
Summary of significant accounting policies - Foreign Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||||
TOTAL ASSETS | $ 3,593,829 | $ 3,826,116 | $ 3,949,367 | $ 3,826,116 | $ 3,593,829 | $ 3,520,219 | $ 4,204,479 | $ 4,619,805 | |||||
TOTAL LIABILITIES | 9,139,926 | 8,571,991 | 8,409,169 | 8,571,991 | 9,139,926 | 10,921,161 | 8,333,688 | 9,748,921 | |||||
Sales | 2,329 | 71,374 | 2,350 | ||||||||||
Net (Income) Loss- Total | 1,057,225 | 842,473 | 688,847 | $ 1,369,780 | $ 3,403,316 | $ 135,140 | 1,531,320 | $ 3,538,456 | 2,588,545 | $ 4,908,237 | 4,081,129 | 4,331,216 | 10,428,766 |
U.S. A.[Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
TOTAL ASSETS | 3,173,599 | 3,419,382 | 3,544,230 | 3,419,382 | 3,173,599 | 3,129,229 | 3,826,006 | 4,396,990 | |||||
TOTAL LIABILITIES | 7,436,598 | 7,276,959 | 7,215,005 | 7,276,959 | 7,436,598 | 9,145,727 | 7,106,868 | 9,540,657 | |||||
Sales | |||||||||||||
Net (Income) Loss- Total | 659,291 | 523,802 | 514,918 | 1,014,831 | 2,967,092 | (193,308) | 1,038,720 | 2,773,784 | 1,698,011 | 3,788,616 | 2,637,634 | 2,464,389 | 9,720,192 |
Mexico[Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
TOTAL ASSETS | 74,648 | 69,565 | 70,156 | 69,565 | 74,648 | 3,355 | 94,147 | 172,170 | |||||
TOTAL LIABILITIES | 175,281 | 177,041 | 169,831 | 177,041 | 175,281 | 166,198 | 154,341 | 57,422 | |||||
Sales | 2,350 | ||||||||||||
Net (Income) Loss- Total | (343) | 7,801 | 39,549 | 43,473 | 46,398 | 57,188 | 47,350 | 103,586 | 47,007 | 147,059 | 109,215 | 191,376 | 98,301 |
India[Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
TOTAL ASSETS | 344,547 | 335,924 | 333,543 | 335,924 | 344,547 | 386,789 | 243,570 | 50,645 | |||||
TOTAL LIABILITIES | 1,522,920 | 1,287,906 | 1,020,754 | 1,287,906 | 1,522,920 | 1,557,830 | 1,067,090 | 150,842 | |||||
Sales | 17 | 2,308 | 19,543 | 16,969 | 19,559 | 2,308 | 36,528 | 2,325 | 56,071 | 2,329 | 71,374 | ||
Net (Income) Loss- Total | 395,743 | 305,114 | 116,952 | 310,103 | 379,709 | 271,260 | 422,066 | 650,969 | 817,809 | 961,072 | 1,276,203 | 1,415,001 | 610,273 |
Singapore[Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
TOTAL ASSETS | 1,035 | 1,245 | 1,438 | 1,245 | 1,035 | 846 | 40,756 | ||||||
TOTAL LIABILITIES | 5,127 | 5,085 | 3,579 | 5,085 | 5,127 | 31,406 | 5,389 | ||||||
Sales | |||||||||||||
Net (Income) Loss- Total | $ 2,534 | $ 5,756 | $ 17,428 | $ 1,373 | $ 10,117 | $ 23,184 | $ 10,117 | $ 25,718 | $ 11,490 | $ 58,077 | $ 260,450 |
Summary of significant accoun_7
Summary of significant accounting policies - Fair value of financial instruments (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative liabilities | $ 826,782 | $ 108,742 | $ 381,396 | $ 577,241 | $ 1,302,543 | $ 1,868,439 | $ 547,940 |
Quoted Prices in Active Markets for Identical Assets or Liabilities-Level 1 [Member] | |||||||
Derivative liabilities | |||||||
Quoted Prices for Similar Assets or Liabilities in Active Markets - Level 2 [Member] | |||||||
Derivative liabilities | |||||||
Significant Unobservable Inputs - Level 3 [Member] | |||||||
Derivative liabilities | $ 826,782 | $ 377,571 | $ 381,396 | $ 577,241 | $ 1,302,543 | $ 1,868,439 |
Summary of significant accoun_8
Summary of significant accounting policies - Changes in the fair value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||||
Derivative Liabilities | $ 1,302,543 | $ 1,302,543 | $ 1,302,543 | $ 1,302,543 | $ 1,868,439 | $ 547,940 |
Aggregate fair value of conversion feature upon issuance of common shares | (457,228) | |||||
Change in fair value of derivative liabilities | (763,885) | (212,886) | (283,299) | (1,144,834) | (3,485,801) | (45,356) |
Reclassification of warrants to derivative liability | 30,095 | 9,968 | 6,462 | 643,085 | 2,785,655 | 1,823,083 |
Reclassification of stock options to derivative liability | 8,488 | 7,073 | 4,183 | 25,988 | 134,249 | |
Derivative Liabilities | $ 577,241 | $ 381,396 | $ 108,742 | $ 826,782 | $ 1,302,543 | $ 1,868,439 |
Summary of significant accoun_9
Summary of significant accounting policies - Fair value using the Black-Scholes pricing model (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||||
Stock Price | $ 0.031 | $ 0.041 | $ 0.046 | $ 0.042 | $ 0.0513 | $ 0.10 |
Expected volatility | 89.65% | 94.99% | 94.91% | 89.33% | 104.69% | 91.30% |
Risk-free Interest | 1.06% | 0.76% | 1.03% | 1.39% | 0.51% | 0.04% |
Annual Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Exepected Life (years) | 1 year 7 months | 1 year 8 months 9 days | 1 year 2 months 6 days | 1 year 9 months 6 days | 1 year 3 months 1 day | 1 day |
Summary of significant accou_10
Summary of significant accounting policies - Stock based compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock based compensation | $ 15,886 | $ 55,362 | $ 29,778 | $ 218,326 | $ 41,629 | $ 1,016,033 | $ 122,432 | $ 297,117 | $ 375,697 |
General and administrative [Member] | |||||||||
Stock based compensation | $ 15,886 | 14,711 | $ 29,788 | 177,675 | $ 41,629 | 223,447 | 297,635 | 256,466 | 146,932 |
Research and development [Member] | |||||||||
Stock based compensation | 33,644 | 33,644 | 33,644 | 33,644 | 98,741 | ||||
Sales and marketing [Member] | |||||||||
Stock based compensation | $ 7,007 | $ 7,007 | $ 7,007 | $ 7,007 | $ 130,024 |
Furniture & equipment - Furnitu
Furniture & equipment - Furniture & Equipment (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||||||
Furniture and equipment, gross | $ 178,164 | $ 176,212 | $ 296,753 | $ 296,721 | $ 313,082 | $ 220,686 |
Accumulated amortization & depreciation | (110,341) | (100,019) | (170,977) | (154,698) | (138,220) | (76,719) |
Furniture and equipment, net | 67,823 | 76,193 | 125,776 | 142,023 | 174,862 | 143,967 |
Furniture and Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Furniture and equipment, gross | 99,797 | 97,845 | 162,258 | 162,226 | 172,188 | 151,191 |
Research and Development Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Furniture and equipment, gross | 78,367 | 78,367 | 78,367 | 78,367 | 78,367 | 13,367 |
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Furniture and equipment, gross | $ 56,128 | $ 56,128 | $ 62,527 | $ 56,128 |
Furniture & equipment (Details
Furniture & equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||||||
Amortization and Depreciation | $ 17,388 | $ 33,661 | $ 16,478 | $ 54,018 | $ 61,501 | $ 72,870 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | $ 3,470,003 | $ 3,463,227 | $ 3,462,398 | $ 3,461,151 | $ 3,459,601 | $ 3,448,856 |
Accumulated amortization | (1,683,792) | (1,559,802) | (1,435,994) | (1,312,196) | (1,189,124) | (695,271) |
Intangible assets, net | 1,786,211 | 1,903,425 | 2,026,405 | 2,148,955 | 2,270,477 | 2,753,585 |
Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 3,098,391 | 3,091,615 | 3,090,787 | 3,089,539 | 3,087,989 | 3,077,244 |
Marketing and distribution Agreement [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 370,000 | 370,000 | 370,000 | 370,000 | 370,000 | 370,000 |
Trademarks [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | 264 | 264 | 264 | 264 | 264 | 264 |
License Rights[Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible Assets, Gross | $ 1,348 | $ 1,348 | $ 1,348 | $ 1,348 | $ 1,348 | $ 1,348 |
Long lived assets subject to am
Long lived assets subject to amortization - Amortization of intangible assets (Details) | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Amortization-2018 | $ 494,232 |
Estimated Amortization-2018 | 494,232 |
Estimated Amortization-2020 | 494,232 |
Estimated Amortization-2021 | 303,515 |
Total Estimated Amortization | 1,786,211 |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Amortization-2018 | 441,375 |
Estimated Amortization-2018 | 441,375 |
Estimated Amortization-2020 | 441,375 |
Estimated Amortization-2021 | 272,682 |
Total Estimated Amortization | 1,597,807 |
Marketing and distribution Agreement [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Amortization-2018 | 52,857 |
Estimated Amortization-2018 | 52,857 |
Estimated Amortization-2020 | 52,857 |
Estimated Amortization-2021 | 30,833 |
Total Estimated Amortization | $ 189,404 |
Long lived assets subject to _2
Long lived assets subject to amortization (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Amortization Expense | $ 123,072 | $ 123,558 | $ 246,870 | $ 246,576 | $ 370,678 | $ 369,312 | $ 494,668 | $ 493,853 | $ 491,865 | $ 1,786,444 |
Goodwill - Goodwill (Details)
Goodwill - Goodwill (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 1,140,246 | $ 1,140,246 | $ 1,140,246 | $ 1,140,246 | $ 1,140,246 | $ 1,140,246 |
Income taxes - Domestic and for
Income taxes - Domestic and foreign components of income (loss) before income taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (2,618,595) | $ (2,244,052) | $ (9,713,671) |
Foreign | (1,462,534) | (1,912,164) | (715,095) |
Loss from continuing operation before provision for income taxes | $ (4,081,129) | $ (4,156,216) | $ (10,428,766) |
Income taxes - Income tax provi
Income taxes - Income tax provision (benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Foreign | |||
Current | |||
Deferred | (373,577) | (550,276) | (136,663) |
US federal | |||
Current | |||
Deferred | 2,706,079 | (1,579,127) | (3,268,587) |
State & local | |||
Current | |||
Deferred | (234,098) | (19,698) | (58,656) |
Total | 2,098,404 | (2,149,101) | (3,463,906) |
Change in valuation allowance | (2,098,404) | 2,149,101 | 3,463,906 |
Income tax provision (benefit) |
Income taxes - Provision (benef
Income taxes - Provision (benefit) for income taxes using the statutory federal tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
US federal statutory income tax rate (benefit) | (34.00%) | (34.00%) | 34.00% |
State income taxes, net of federal benefit | (2.70%) | (0.40%) | (0.60%) |
Change in fair value of derivative liability | (10.30%) | (28.50%) | 0.10% |
Permanent differences | 0.10% | 1.00% | 2.50% |
Foreign Tax Rate Differential | 2.00% | 2.10% | 0.20% |
Research tax credit | 0.00% | (1.70%) | (2.30%) |
Tax reform impact on deferred taxes | 97.80% | ||
Other | 1.40% | 7.30% | 1.80% |
Change in valuation allowance | (51.40%) | 50.80% | 33.60% |
Effective rate | 0.00% | 0.00% | 0.00% |
Deferred Tax asset and liabilit
Deferred Tax asset and liability (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Net operating loss carry-forwards | $ 7,335,196 | $ 9,303,936 | $ 7,537,193 |
R&D credit | 489,351 | 489,351 | 563,641 |
Stock-based compensation | 709,218 | 902,468 | 491,371 |
Derivative liability | 59,056 | 83,674 | 84,174 |
Intangible asset amortization | 89,931 | 66,536 | 6,634 |
Total deferred tax assets | 8,682,752 | 10,845,965 | 8,683,013 |
Valuation allowance | (8,600,408) | (10,730,878) | (8,581,777) |
Deferred tax asset, net of valuation allowance | 82,344 | 115,087 | 101,236 |
Deferred tax liabilities | |||
Fixed asset depreciation | (23,288) | (31,413) | (17,062) |
Intangible asset amortization | |||
Convertible debt | (59,056) | (83,674) | (84,174) |
Total deferred tax liabilities | (82,344) | (115,087) | (101,236) |
Net deferred tax assets (liability) |
Federal income tax (Details Nar
Federal income tax (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Statutory tax rate | 21.00% | 35.00% | ||
Income tax re-measurement of deferred tax assets and liabilities | $ 4,000,000 | |||
US Federal net operating loss | 28,051,451 | $ 24,836,172 | $ 20,952,494 | |
Foreign net operating loss | 3,738,577 | 2,498,137 | ||
Change in valuation allowance | (2,039,080) | 2,149,101 | $ 3,463,906 | |
Tax penalty, principal and interest | 478,284 | 378,284 | ||
Tax penalty | $ 100,000 | $ 175,000 |
Sales of common stock (Details
Sales of common stock (Details Narrative) - USD ($) | Dec. 22, 2016 | Dec. 24, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 08, 2016 | Nov. 14, 2015 |
Common stock, authorized | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 400,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 400,000,000 | 600,000,000 | |||||||||||
Shares issued for cash, Amount | $ 145,000 | $ 1,391,000 | $ 211,020 | $ 2,437,000 | $ 234,820 | $ 3,234,000 | $ 438,720 | $ 3,946,000 | $ 2,960,168 | ||||||||||||||
Shares issued for services, Amount | 40,000 | 35,455 | 55,185 | 217,140 | 290,632 | 331,118 | 290,632 | 411,058 | 1,235,321 | ||||||||||||||
Shares issued for Debt, amount | $ 49,961 | $ 129,442 | $ 614,271 | $ 1,005,826 | 2,476,750 | ||||||||||||||||||
Conversion of convertible note, Shares | 86,975 | ||||||||||||||||||||||
Conversion of convertible note, Amount | $ 458,852 | ||||||||||||||||||||||
Shares issued but undelivered Adar Bays, Amount | $ 1,675 | ||||||||||||||||||||||
Margin money on contract | 250,000 | ||||||||||||||||||||||
Financing contract | $ 4,000,000 | 4,000,000 | |||||||||||||||||||||
Loss on investment contract | $ 246,813 | ||||||||||||||||||||||
Capital Units [Member] | |||||||||||||||||||||||
Shares issued for cash, Shares | 11,000,000 | 6,446,666 | 680,000 | 460,000 | 1,100,000 | 3,240,000 | 15,940,000 | 20,920,000 | 27,820,000 | 21,181,006 | 12,395,000 | 11,869,000 | 5,022,500 | ||||||||||
Price Per share | $ 0.03 | $ 0.035 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.035 | $ 0.05 | $ 0.03 | $ 0.05 | $ 0.05 | |||||
Shares issued for cash, Amount | $ 550,000 | $ 193,400 | $ 23,800 | $ 23,000 | $ 55,000 | $ 162,000 | $ 797,000 | $ 1,046,000 | $ 1,391,000 | $ 1,059,050 | $ 619,750 | $ 593,450 | $ 251,125 | ||||||||||
Warrants to aquire a second share | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Warrant price | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||
Warrant Term | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | ||||||
Shares issued for services, Shares | 510,000 | 160,000 | 320,000 | ||||||||||||||||||||
Shares issued for services, Amount | $ 25,500 | $ 8,000 | $ 16,000 | ||||||||||||||||||||
Shares issued for Debt, shares | 1,600,000 | ||||||||||||||||||||||
Shares issued for Debt, amount | $ 80,000 | ||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||
Shares issued for cash, Shares | 12,441,668 | 146,667 | |||||||||||||||||||||
Price Per share | $ 0.05 | $ 0.05 | |||||||||||||||||||||
Shares issued for cash, Amount | $ 622,083 | $ 11,000 | |||||||||||||||||||||
Warrants to aquire a second share | 146,667 | ||||||||||||||||||||||
Warrant price | $ 0.30 | $ 0.15 | |||||||||||||||||||||
Warrant Term | 2 years | ||||||||||||||||||||||
Change in unit price | $ .05 | ||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Shares issued for cash, Shares | 8,730,000 | 11,857,332 | 78,920,000 | 59,344,173 | |||||||||||||||||||
Price Per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | 0.05 | $ 0.05 | $ 0.05 | ||||||||||
Shares issued for cash, Amount | $ 436,500 | ||||||||||||||||||||||
Shares issued for services, Shares | 1,250,000 | 629,560 | 2,852,005 | 715,784 | 3,324,000 | 2,090,000 | 640,000 | 180,000 | |||||||||||||||
Shares issued for services, Amount | $ 31,478 | $ 62,500 | $ 142,600 | $ 35,789 | $ 166,200 | $ 104,500 | $ 32,000 | $ 9,000 | |||||||||||||||
Shares returned to Treasury for paid services | 1,000,000 | ||||||||||||||||||||||
Share price | $ 0.12 | 0.12 | |||||||||||||||||||||
Shares issued for Debt, shares | 400,000 | 1,750,000 | 580,000 | ||||||||||||||||||||
Shares issued for Debt, amount | $ 20,000 | $ 157,500 | $ 29,000 | ||||||||||||||||||||
Price per share for conversion of debt | $ 0.0312 | $ 0.05 | $ .05 | $ 0.04411 | $ 0.048 | $ 0.05 | $ 0.0423 | $ 0.069 | .05 | 0.05 | 0.0312 | $ 0.048 | |||||||||||
Conversion of convertible note, Shares | 4,299,689 | 1,599,141 | 3,594,200 | 1,578,463 | 416,666 | 53,340 | 450,000 | 331,986 | 9,091,415 | ||||||||||||||
Conversion of convertible note, Amount | $ 134,150 | $ 79,957 | $ 179,710 | $ 69,626 | $ 20,000 | $ 2,667 | $ 19,035 | $ 23,000 | $ 9,091 | ||||||||||||||
Note payable | $ 148,432 | $ 74,829 | |||||||||||||||||||||
Shares issued for Litigation, shares | 750,000 | ||||||||||||||||||||||
Shares issued for Litigation, amount | $ 54,750 | ||||||||||||||||||||||
Shares issued but undelivered Adar Bays, Shares | 1,674,666 | ||||||||||||||||||||||
Shares issued but undelivered Adar Bays, Amount | $ 1,675 | ||||||||||||||||||||||
Capital Units additional[Member] | |||||||||||||||||||||||
Shares issued for cash, Shares | 460,000 | 1,800,000 | |||||||||||||||||||||
Price Per share | $ 0.045 | $ 0.045 | |||||||||||||||||||||
Shares issued for cash, Amount | $ 20,700 | $ 90,000 | |||||||||||||||||||||
Warrants to aquire a second share | 1 | 1 | |||||||||||||||||||||
Warrant price | $ 0.20 | $ 0.20 | |||||||||||||||||||||
Warrant Term | 2 years | 2 years | |||||||||||||||||||||
Capital Units additional[Member] | |||||||||||||||||||||||
Shares issued for cash, Shares | 400,000 | ||||||||||||||||||||||
Price Per share | $ 0.04 | $ 0.04 | |||||||||||||||||||||
Shares issued for cash, Amount | $ 16,000 | ||||||||||||||||||||||
Warrants to aquire a second share | 1 | 1 | |||||||||||||||||||||
Warrant price | $ 0.20 | $ 0.20 | |||||||||||||||||||||
Warrant Term | 2 years | 2 years | |||||||||||||||||||||
Capital Units additional[Member] | |||||||||||||||||||||||
Shares issued for cash, Shares | 210,666 | ||||||||||||||||||||||
Price Per share | $ 0.03 | $ 0.03 | |||||||||||||||||||||
Shares issued for cash, Amount | $ 6,320 | ||||||||||||||||||||||
Warrants to aquire a second share | 1 | 1 | |||||||||||||||||||||
Warrant price | $ 0.20 | $ 0.20 | |||||||||||||||||||||
Warrant Term | 2 years | 2 years | |||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price Per share | $ 0.07 | $ 0.0675 | $ 0.08 | $ 0.06 | $ 0.09 | $ 0.10 | $ 0.16 | $ .10 | $ 0.10 | 0.06 | $ 0.07 | 0.08 | 0.0675 | $ 0.10 | |||||||||
Shares issued for services, Shares | 1,820,667 | 1,000,000 | 2,000,000 | 318,750 | 225,000 | 225,000 | 3,900,000 | 180,000 | 1,394,250 | 75,000 | |||||||||||||
Shares issued for services, Amount | $ 127,447 | $ 50,000 | $ 137,440 | $ 25,500 | $ 13,500 | $ 20,250 | $ 390,000 | $ 28,800 | $ 139,425 | $ 7,500 | |||||||||||||
Shares issued for Debt, shares | 600,000 | 53,550 | 846,804 | ||||||||||||||||||||
Shares issued for Debt, amount | $ 30,000 | $ 42,840 | $ 50,808 | ||||||||||||||||||||
Price per share for conversion of debt | $ 0.0394 | $ 0.045 | $ 0.05 | $ 0.05 | $ 0.066 | $ 0.06 | $ 0.06 | $ 0.041 | $ .046345 | $ 0.08 | $ 0.048 | $ 0.045 | 0.06 | 0.0394 | 0.066 | 0.05 | 0.041 | ||||||
Conversion of convertible note, Shares | 846,015 | 3,354,206 | 1,370,100 | 1,840,935 | 388,667 | 1,766,740 | 200,000 | 200,000 | 3,926,923 | 312,500 | 400,000 | ||||||||||||
Conversion of convertible note, Amount | $ 33,333 | $ 150,939 | $ 71,245 | $ 92,047 | $ 25,652 | $ 106,004 | $ 12,000 | $ 8,200 | $ 181,993 | $ 25,000 | $ 19,200 | ||||||||||||
Note payable | $ 167,467 | ||||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price Per share | $ .07 | $ 0.11 | .07 | ||||||||||||||||||||
Shares issued for services, Shares | 450,000 | 45,455 | 400,000 | ||||||||||||||||||||
Shares issued for services, Amount | $ 31,500 | $ 5,000 | $ 40,000 | ||||||||||||||||||||
Shares issued for Debt, shares | 400,000 | ||||||||||||||||||||||
Shares issued for Debt, amount | $ 20,000 | ||||||||||||||||||||||
Price per share for conversion of debt | $ 0.045 | $ 0.0589 | $ .07 | $ 0.065 | $ .05 | 0.065 | 0.045 | .07 | $ 0.0589 | ||||||||||||||
Conversion of convertible note, Shares | 178,237 | 594,228 | 623,762 | 323,200 | 12,312,650 | ||||||||||||||||||
Conversion of convertible note, Amount | $ 8,021 | $ 35,000 | $ 43,663 | $ 21,008 | $ 615,633 | ||||||||||||||||||
Note payable | $ 13,000 | $ 13,000 | |||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price Per share | $ .08 | $ 0.15 | $ .08 | ||||||||||||||||||||
Shares issued for services, Shares | 360,000 | 73,970 | |||||||||||||||||||||
Shares issued for services, Amount | $ 28,800 | $ 11,096 | |||||||||||||||||||||
Price per share for conversion of debt | $ 0.0461 | $ 0.068 | $ 0.078 | $ .08 | $ .08 | 0.0461 | $ 0.078 | $ 0.068 | |||||||||||||||
Conversion of convertible note, Shares | 762,019 | 405,259 | 448,717 | 187,500 | |||||||||||||||||||
Conversion of convertible note, Amount | $ 35,129 | $ 27,355 | $ 35,000 | $ 15,000 | |||||||||||||||||||
Note payable | $ 82,063 | $ 82,063 | |||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price Per share | $ 0.12 | ||||||||||||||||||||||
Shares issued for services, Shares | 1,000,000 | ||||||||||||||||||||||
Shares issued for services, Amount | $ 120,000 | ||||||||||||||||||||||
Price per share for conversion of debt | $ 0.04682 | $ 0.07 | 0.04682 | $ 0.07 | |||||||||||||||||||
Conversion of convertible note, Shares | 711,946 | 976,836 | 333,333 | ||||||||||||||||||||
Conversion of convertible note, Amount | $ 33,333 | $ 68,379 | $ 35,000 | ||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price per share for conversion of debt | $ 0.077 | $ 0.077 | |||||||||||||||||||||
Conversion of convertible note, Shares | 389,910 | ||||||||||||||||||||||
Conversion of convertible note, Amount | $ 30,023 | ||||||||||||||||||||||
Note payable | $ 158,476 | $ 158,476 | |||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price per share for conversion of debt | $ 0.08 | $ 0.08 | |||||||||||||||||||||
Conversion of convertible note, Shares | 184,775 | ||||||||||||||||||||||
Conversion of convertible note, Amount | $ 14,782 | ||||||||||||||||||||||
Note payable | $ 83,733 | $ 83,733 | |||||||||||||||||||||
Common Stock Additional [Member] | |||||||||||||||||||||||
Price per share for conversion of debt | $ 0.084 | $ 0.084 | |||||||||||||||||||||
Conversion of convertible note, Shares | 416,666 | ||||||||||||||||||||||
Conversion of convertible note, Amount | $ 35,000 | ||||||||||||||||||||||
Note payable | $ 48,000 | $ 48,000 | |||||||||||||||||||||
Common Stock[Member] | |||||||||||||||||||||||
Price Per share | $ 0.05 | $ 0.045 | $ 0.05 | 0.045 | 0.05 | ||||||||||||||||||
Shares issued for services, Shares | 2,160,000 | 337,445 | 800,000 | ||||||||||||||||||||
Shares issued for services, Amount | $ 108,000 | $ 15,185 | $ 40,000 | ||||||||||||||||||||
Shares issued for Debt, shares | 200,000 | 739,500 | 197,005 | ||||||||||||||||||||
Shares issued for Debt, amount | $ 10,000 | $ 36,975 | $ 10,000 | ||||||||||||||||||||
Price per share for conversion of debt | $ 0.034 | $ 0.03 | $ 0.05 | $ 0.05076 | $ 0.05 | $ 0.03 | $ 0.034 | ||||||||||||||||
Conversion of convertible note, Shares | 990,412 | 800,000 | 902,852 | 2,831,310 | |||||||||||||||||||
Conversion of convertible note, Amount | $ 33,333 | $ 24,000 | $ 33,333 | $ 141,566 | |||||||||||||||||||
Shares issued but undelivered Adar Bays, Shares | 1,674,666 | ||||||||||||||||||||||
Shares issued but undelivered Adar Bays, Amount | $ 1,675 |
Notes Payable - Promissory Note
Notes Payable - Promissory Notes (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2017 | May 01, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Conversion [Line Items] | |||||||
Unpaid Note Principal | $ 1,683,966 | ||||||
Unpaid Interest | 546,820 | ||||||
Debt discount | $ (111,630) | ||||||
Notes payable | 2,230,786 | $ 1,503,006 | $ 1,150,979 | $ 1,121,302 | $ 1,270,764 | 2,883,264 | |
Subtotal Promissory Notes [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Unpaid Note Principal | 1,683,966 | ||||||
Unpaid Interest | 546,820 | ||||||
Notes payable | 2,230,786 | 881,881 | 1,020,288 | 1,071,341 | 1,270,764 | 2,994,894 | |
5BARz Promissory Notes [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Unpaid Note Principal | 1,655,566 | ||||||
Unpaid Interest | 453,808 | ||||||
Notes payable | 2,109,374 | 1,387,972 | 1,041,990 | 1,017,980 | 2,915,828 | 1,172,759 | |
Cellynx Promissory Notes [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Unpaid Note Principal | 28,400 | ||||||
Unpaid Interest | 93,012 | ||||||
Notes payable | $ 121,412 | 115,034 | 108,989 | 103,322 | 98,005 | 79,066 | |
Note a [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Dec. 1, 2012 | ||||||
Unpaid Note Principal | $ 80,000 | ||||||
Unpaid Interest | 38,971 | ||||||
Notes payable | $ 118,971 | 116,620 | 114,314 | 112,079 | 109,911 | 99,445 | |
Note b [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jan. 8, 2013 | ||||||
Unpaid Note Principal | $ 86,331 | ||||||
Unpaid Interest | 5,565 | ||||||
Notes payable | $ 91,896 | $ 110,448 | 78,316 | 88,531 | 75,034 | 86,331 | 81,977 |
Note c [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Oct. 6, 2014 | ||||||
Unpaid Note Principal | $ 250,000 | ||||||
Unpaid Interest | 8,254 | ||||||
Notes payable | $ 258,254 | 257,604 | 256,956 | 256,317 | 255,687 | 253,123 | |
Note d [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Mar. 6, 2015 | ||||||
Notes payable | 548,283 | ||||||
Note e [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | May 4, 2015 | ||||||
Notes payable | 138,000 | ||||||
Note f [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | May 21, 2015 | ||||||
Notes payable | 47,191 | 174,064 | |||||
Note g [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jun. 15, 2015 | ||||||
Notes payable | 175,000 | ||||||
Note h [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jun. 17, 2015 | ||||||
Unpaid Note Principal | $ 52,500 | ||||||
Unpaid Interest | 30,302 | ||||||
Notes payable | $ 82,802 | 79,889 | 76,976 | 74,094 | 83,733 | 82,217 | |
Note i [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jun. 18, 2015 | ||||||
Notes payable | 32,678 | 25,000 | 25,000 | 163,956 | |||
Note j [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jun. 18, 2015 | ||||||
Unpaid Note Principal | $ 52,500 | ||||||
Unpaid Interest | 23,116 | ||||||
Notes payable | $ 75,616 | 72,677 | 69,852 | 67,165 | 64,609 | 82,193 | |
Note k [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jun. 26, 2015 | ||||||
Unpaid Note Principal | $ 66,667 | ||||||
Notes payable | $ 66,667 | 100,000 | 166,667 | 177,424 | 177,424 | 176,652 | |
Note l [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jul. 17, 2015 | ||||||
Notes payable | 54,713 | 105,282 | |||||
Note m [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Jul. 30, 2015 | ||||||
Unpaid Note Principal | $ 61,742 | ||||||
Notes payable | $ 61,742 | 61,742 | 96,871 | 96,871 | 158,476 | 172,167 | |
Note n [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Aug. 27, 2015 | ||||||
Notes payable | 92,195 | ||||||
Note o [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Aug. 27, 2015 | ||||||
Unpaid Interest | $ 321,980 | ||||||
Notes payable | $ 321,980 | 8,454 | 84,033 | 84,033 | 170,764 | ||
Note p [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Oct. 9, 2015 | ||||||
Notes payable | 87,514 | ||||||
Note q [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Oct. 28, 2015 | ||||||
Notes payable | 25,651 | 152,912 | |||||
Note r [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Oct. 30, 2015 | ||||||
Notes payable | 54,713 | 160,081 | |||||
Note s [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Dec. 12, 2017 | ||||||
Unpaid Note Principal | $ 1,005,826 | ||||||
Unpaid Interest | 25,620 | ||||||
Notes payable | $ 1,031,446 | 621,124 | 130,690 | 49,961 | |||
Note t [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | May 24, 2012 | ||||||
Unpaid Note Principal | $ 15,900 | ||||||
Unpaid Interest | 54,764 | ||||||
Notes payable | $ 70,664 | 66,952 | 63,434 | 60,135 | 57,041 | 46,018 | |
Note u [Member] | |||||||
Debt Conversion [Line Items] | |||||||
Issue Date | Sep. 12, 2012 | ||||||
Unpaid Note Principal | $ 12,500 | ||||||
Unpaid Interest | 38,248 | ||||||
Notes payable | $ 50,748 | $ 48,082 | $ 45,555 | $ 43,186 | $ 40,964 | $ 33,048 |
Notes Payable - Promissory No_2
Notes Payable - Promissory Notes (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2018USD ($) | May 01, 2018USD ($)$ / sharesshares | |
Debt Conversion [Line Items] | |||||||||||
Issuance of common stock | $ 145,000 | $ 1,391,000 | $ 211,020 | $ 2,437,000 | $ 234,820 | $ 3,234,000 | $ 438,720 | $ 3,946,000 | $ 2,960,168 | ||
Shares issued for services, Amount | 40,000 | 35,455 | 55,185 | 217,140 | 290,632 | 331,118 | 290,632 | 411,058 | 1,235,321 | ||
Proceeds from Covertible debenture | 49,961 | 129,442 | 614,271 | 1,005,826 | 2,476,750 | ||||||
Notes payable | 1,121,302 | 1,150,979 | 1,503,006 | $ 2,230,786 | 1,270,764 | 2,883,264 | |||||
Note a [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Dec. 1, 2012 | ||||||||||
Debt Issuance Value | $ 80,000 | ||||||||||
Issuance of common stock (in shares) | shares | 1,600,000 | ||||||||||
Issuance of common stock | $ 80,000 | ||||||||||
Issue date of conversion | Jan. 17, 2013 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Threshold days | 90 | ||||||||||
Discount percentage | 0.20 | ||||||||||
Price per share | $ / shares | $ 0.05 | ||||||||||
Accrued interest | 36,620 | $ 38,971 | 29,911 | 19,445 | |||||||
Notes payable | 112,079 | 114,314 | 116,620 | 118,971 | 109,911 | 99,445 | |||||
Derivative Liability | 4,248 | 65 | $ 94 | 6,219 | 24,861 | ||||||
Note b [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jan. 8, 2013 | ||||||||||
Shares issued for services, Amount | $ 147,428 | ||||||||||
Conversion of debt to shares | 25,000 | 25,000 | 49,000 | 49,000 | 50,000 | 48,000 | |||||
Accrued expenses added to debt | 36,000 | $ 48,000 | 48,000 | 28,000 | |||||||
Interest Rate | 8.00% | ||||||||||
Threshold days | 90 | ||||||||||
Discount percentage | 0.20 | ||||||||||
Price per share | $ / shares | $ 0.05 | $ 0.03 | |||||||||
Floor stock price | $ / shares | $ 0.05 | ||||||||||
Accrued interest | 1,703 | 3,199 | 4,985 | $ 6,564 | 6,355 | 5,431 | |||||
Notes payable | 75,034 | 88,531 | 78,316 | 91,896 | 86,331 | 81,977 | $ 110,448 | ||||
Derivative Liability | 2,844 | 51 | 4,345 | $ 36,771 | (4,885) | 20,494 | |||||
Warrants to aquire a second share | shares | 1 | ||||||||||
Warrant price | $ / shares | $ 0.20 | ||||||||||
Warrant Term | 2 years | ||||||||||
Note c [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Oct. 6, 2014 | ||||||||||
Interest Rate | 1.00% | ||||||||||
Price per share | $ / shares | $ 0.05 | ||||||||||
Loan Agreement | $ 1,500,000 | ||||||||||
Proceeds from Covertible debenture | 250,000 | ||||||||||
Accrued interest | 1,917 | 2,516 | 2,548 | 2,516 | |||||||
Notes payable | 256,317 | 256,956 | 257,604 | $ 258,254 | 255,687 | 253,123 | |||||
Warrant price | $ / shares | $ 0.20 | ||||||||||
Warrant Term | 5 years | ||||||||||
Fair value of warrants | $ 282,767 | ||||||||||
Note d [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Mar. 6, 2015 | ||||||||||
Interest Rate | 15.00% | ||||||||||
Price per share | $ / shares | $ 0.05 | ||||||||||
Loan Agreement | $ 400,000 | ||||||||||
Proceeds from Covertible debenture | $ 400,000 | ||||||||||
Extension Interest rate | 10.00% | ||||||||||
Accrued interest | $ 60,000 | ||||||||||
Extension fee | $ 40,000 | ||||||||||
Notes payable | $ 548,283 | ||||||||||
Warrants to purchase | shares | 12,441,667 | ||||||||||
Note e [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | May 4, 2015 | ||||||||||
Interest Rate | 12.00% | ||||||||||
Price per share | $ / shares | $ 0.041 | ||||||||||
Loan Agreement | $ 250,000 | ||||||||||
Proceeds from Covertible debenture | 100,000 | ||||||||||
Original Issue Discount | $ 10,000 | ||||||||||
Notes payable | $ 138,000 | ||||||||||
Note f [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | May 21, 2015 | ||||||||||
Interest Rate | 12.00% | ||||||||||
Loan Agreement | $ 200,000 | ||||||||||
Proceeds from Covertible debenture | 100,000 | ||||||||||
Original Issue Discount | $ 10,000 | ||||||||||
Notes payable | $ 47,191 | 174,064 | |||||||||
Note g [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jun. 15, 2015 | ||||||||||
Price per share | $ / shares | $ 0.05 | ||||||||||
Loan Agreement | $ 125,000 | ||||||||||
Proceeds from Covertible debenture | 102,500 | ||||||||||
Accrued interest | $ 22,500 | ||||||||||
Notes payable | 175,000 | ||||||||||
Note h [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jun. 17, 2015 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Price per share | $ / shares | $ 0.08 | ||||||||||
Loan Agreement | $ 52,500 | ||||||||||
Proceeds from Covertible debenture | 50,000 | ||||||||||
Interest Expense | 2,500 | ||||||||||
Notes payable | 74,094 | 76,976 | 79,889 | $ 82,802 | $ 83,733 | 82,217 | |||||
Note i [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jun. 18, 2015 | ||||||||||
Interest Rate | 10.00% | ||||||||||
Price per share | $ / shares | $ 0.0312 | ||||||||||
Loan Agreement | $ 105,000 | ||||||||||
Proceeds from Covertible debenture | 100,000 | ||||||||||
Interest Expense | $ 5,000 | ||||||||||
Notes payable | 25,000 | 32,678 | 25,000 | 163,956 | |||||||
Note j [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jun. 18, 2015 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Loan Agreement | $ 52,500 | ||||||||||
Proceeds from Covertible debenture | $ 50,000 | ||||||||||
Interest Expense | 2,500 | ||||||||||
Accrued interest | $ 34,856 | ||||||||||
Notes payable | 67,165 | 69,852 | 72,677 | $ 75,616 | 64,609 | 82,193 | |||||
Note k [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jun. 26, 2015 | ||||||||||
Interest Rate | 12.00% | ||||||||||
Loan Agreement | $ 110,000 | ||||||||||
Proceeds from Covertible debenture | 104,500 | ||||||||||
Original Issue Discount | 5,500 | ||||||||||
Notes payable | 177,424 | 166,667 | 100,000 | $ 66,667 | 177,424 | 176,652 | |||||
Note l [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jul. 17, 2015 | ||||||||||
Interest Rate | 10.00% | ||||||||||
Price per share | $ / shares | $ 0.044 | ||||||||||
Loan Agreement | $ 66,250 | ||||||||||
Proceeds from Covertible debenture | $ 60,000 | ||||||||||
Notes payable | 54,713 | 105,282 | |||||||||
Note m [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Jul. 30, 2015 | ||||||||||
Interest Rate | 10.00% | ||||||||||
Loan Agreement | $ 110,000 | ||||||||||
Proceeds from Covertible debenture | 100,000 | ||||||||||
Notes payable | 96,871 | 96,871 | 61,742 | $ 61,742 | 158,476 | 172,167 | |||||
Note n [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Aug. 27, 2015 | ||||||||||
Interest Rate | 12.00% | ||||||||||
Loan Agreement | $ 59,000 | 83,900 | |||||||||
Proceeds from Covertible debenture | $ 55,000 | ||||||||||
Notes payable | 92,195 | ||||||||||
Note o [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Aug. 27, 2015 | ||||||||||
Interest Rate | 10.00% | ||||||||||
Price per share | $ / shares | $ 0.045 | ||||||||||
Loan Agreement | $ 110,000 | 168,065 | |||||||||
Proceeds from Covertible debenture | 100,000 | ||||||||||
Original Issue Discount | 10,000 | ||||||||||
Notes payable | 84,033 | 8,454 | $ 321,980 | 84,033 | 170,764 | ||||||
Note p [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Oct. 9, 2015 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Loan Agreement | $ 85,000 | ||||||||||
Extension Interest rate | 20.00% | ||||||||||
Notes payable | 87,514 | ||||||||||
Note q [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Oct. 28, 2015 | ||||||||||
Interest Rate | 12.00% | ||||||||||
Price per share | $ / shares | $ 0.05 | ||||||||||
Loan Agreement | $ 100,000 | ||||||||||
Notes payable | 25,651 | 152,912 | |||||||||
Note r [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Oct. 30, 2015 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Loan Agreement | $ 105,000 | ||||||||||
Proceeds from Covertible debenture | $ 100,000 | ||||||||||
Notes payable | 54,713 | 160,081 | |||||||||
Note s [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Dec. 12, 2017 | ||||||||||
Interest Rate | 10.00% | ||||||||||
Loan Agreement | $ 1,005,826 | ||||||||||
Notes payable | 49,961 | 130,690 | 621,124 | $ 1,031,446 | |||||||
Note t [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | May 24, 2012 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Proceeds from Covertible debenture | $ 37,500 | ||||||||||
Notes payable | 60,135 | 63,434 | 66,952 | $ 70,664 | 57,041 | 46,018 | |||||
Note u [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Original Issue Date | Sep. 12, 2012 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Proceeds from Covertible debenture | $ 12,500 | ||||||||||
Notes payable | $ 43,186 | $ 45,555 | $ 48,082 | $ 50,748 | $ 40,964 | $ 33,048 |
Notes Payable - Promissory No_3
Notes Payable - Promissory Notes (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 2017 | |
Note e [Member] | |
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 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. |
Note f [Member] | |
Terms | 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 g [Member] | |
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 h [Member] | |
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<sup>th</sup> day. 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 15 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 interest rate was increased to 16% per annum. |
Note i [Member] | |
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<sup>th</sup> day. 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 an event of default of the note. Upon the Event of Default, the interest rate was increased to 16%. |
Note j [Member] | |
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<sup>th</sup> day. 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 15 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 interest rate was increased to 16% per annum. |
Note k [Member] | |
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 l [Member] | |
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. Upon the Event of Default, the outstanding balance was increased to 150% and the interest rate was increased to 24% per annum. |
Note m [Member] | |
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 n [Member] | |
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 o [Member] | |
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<sup>th</sup> day. 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 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 24% per annum. |
Note p [Member] | |
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 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. |
Note q [Member] | |
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 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%. |
Note r [Member] | |
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 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. |
Note t [Member] | |
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, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. |
Note u [Member] | |
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, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. |
Notes Payable - Promissory No_4
Notes Payable - Promissory Notes (Details Narrative Addtitional) - USD ($) | Feb. 06, 2017 | Jan. 06, 2017 | Dec. 05, 2016 | Nov. 02, 2016 | Aug. 04, 2016 | Jul. 14, 2016 | Feb. 28, 2017 | May 20, 2016 | Feb. 08, 2016 | Mar. 15, 2016 | Feb. 26, 2016 | May 15, 2016 | May 31, 2016 | Jul. 15, 2016 | Jun. 30, 2016 | Aug. 15, 2016 | Aug. 16, 2018 | Sep. 06, 2016 | Sep. 30, 2017 | Sep. 27, 2016 | Nov. 08, 2016 | Nov. 04, 2016 | Nov. 03, 2016 | Dec. 12, 2016 | Dec. 07, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 86,975 | ||||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 458,852 | ||||||||||||||||||||||||||||
Note d [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 575,000 | ||||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 11,500,000 | ||||||||||||||||||||||||||||
Note e [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,375,500 | 20,000 | 200,000 | ||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 15,000 | $ 138,000 | $ 8,200 | ||||||||||||||||||||||||||
Price per share | $ 0.08 | ||||||||||||||||||||||||||||
Payments on note | $ 15,000 | $ 7,500 | $ 120,000 | ||||||||||||||||||||||||||
Note f [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 234,447 | 673,077 | 594,228 | 416,446 | 448,717 | 333,333 | |||||||||||||||||||||||
Conversion of convertible note, Amount | $ 12,191 | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | |||||||||||||||||||||||
Price per share | $ 0.052 | $ 0.052 | $ 0.059 | $ 0.084 | $ 0.078 | $ 0.105 | |||||||||||||||||||||||
Payments | 35,000 | ||||||||||||||||||||||||||||
Payments on note | $ 153,000 | ||||||||||||||||||||||||||||
Note g [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Shares issued for Debt, amount | $ 25,000 | ||||||||||||||||||||||||||||
Shares issued for Debt, shares | 250,000 | ||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,000,000 | 1,500,000 | |||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 50,000 | $ 75,000 | |||||||||||||||||||||||||||
Payments | $ 11,666 | ||||||||||||||||||||||||||||
Note h [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 558,222 | 184,775 | |||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 75,360 | $ 14,782 | |||||||||||||||||||||||||||
Payments | $ 27,911 | ||||||||||||||||||||||||||||
Payments on note | $ 58,514 | ||||||||||||||||||||||||||||
Interest expense per litigation | $ 31,077 | ||||||||||||||||||||||||||||
Note i [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,969,747 | 4,299,689 | |||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 96,735 | $ 134,150 | |||||||||||||||||||||||||||
Legal fees | 25,000 | ||||||||||||||||||||||||||||
Alleged Damages | 48,413 | ||||||||||||||||||||||||||||
Payment on alleged damages | $ 63,712 | ||||||||||||||||||||||||||||
Note j [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,699,580 | ||||||||||||||||||||||||||||
Payment on alleged damages | $ 110,472 | ||||||||||||||||||||||||||||
Note k [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Amount | 200,000 | ||||||||||||||||||||||||||||
Payments on note | $ 30,000 | 133,332 | |||||||||||||||||||||||||||
Legal fees | 25,506 | 15,275 | |||||||||||||||||||||||||||
Alleged Damages | $ 92,173 | ||||||||||||||||||||||||||||
Note l [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,578,463 | ||||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 69,626 | ||||||||||||||||||||||||||||
Note m [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,969,747 | 389,910 | |||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 96,659 | $ 30,023 | |||||||||||||||||||||||||||
Payments | $ 188,500 | ||||||||||||||||||||||||||||
Note n [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 312,650 | 391,740 | 323,648 | 315,836 | |||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 15,632 | $ 23,504 | $ 22,655 | $ 22,109 | |||||||||||||||||||||||||
Price per share | $ 0.05 | $ 0.06 | $ 0.07 | $ 0.07 | |||||||||||||||||||||||||
Payments | $ 68,268 | ||||||||||||||||||||||||||||
Note o [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 1,857,777 | ||||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 83,600 | ||||||||||||||||||||||||||||
Payments | 21,008 | ||||||||||||||||||||||||||||
Payments on note | 167,632 | 168,065 | |||||||||||||||||||||||||||
Interest expense per litigation | 116,950 | ||||||||||||||||||||||||||||
Legal fees | 5,837 | 18,988 | |||||||||||||||||||||||||||
Alleged Damages | 180,204 | ||||||||||||||||||||||||||||
Provision for loss | $ 321,979 | ||||||||||||||||||||||||||||
Refund requested | $ 83,600 | ||||||||||||||||||||||||||||
Note p [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 751,333 | 347,808 | 116,447 | 656,548 | |||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 37,567 | $ 17,390 | $ 5,822 | $ 32,827 | |||||||||||||||||||||||||
Price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||
Note q [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 388,667 | 360,886 | 520,840 | 513,040 | |||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 25,652 | $ 25,262 | $ 26,042 | $ 25,652 | |||||||||||||||||||||||||
Price per share | $ 0.066 | $ 0.07 | $ 0.05 | ||||||||||||||||||||||||||
Payments | 25,652 | ||||||||||||||||||||||||||||
Payments on note | 153,912 | ||||||||||||||||||||||||||||
Note r [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Shares | 547,080 | 526,038 | 547,100 | 547,100 | 405,259 | 547,100 | |||||||||||||||||||||||
Conversion of convertible note, Amount | $ 27,354 | $ 27,354 | $ 27,355 | $ 27,355 | $ 27,355 | $ 27,355 | |||||||||||||||||||||||
Price per share | $ 0.05 | $ 0.052 | $ 0.05 | $ 0.05 | $ 0.068 | $ 0.05 | |||||||||||||||||||||||
Payments | $ 27,354 | ||||||||||||||||||||||||||||
Payments on note | $ 164,128 | ||||||||||||||||||||||||||||
Note t [Member] | |||||||||||||||||||||||||||||
Debt Conversion [Line Items] | |||||||||||||||||||||||||||||
Conversion of convertible note, Amount | $ 21,600 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||||
2,018 | $ 104,092 | $ 101,048 | $ 187,488 | $ 282,585 |
2,019 | 71,866 | 103,959 | 92,722 | 91,425 |
2,020 | 36,809 | 71,725 | 71,197 | 69,835 |
2,021 | 36,737 | 36,467 | 35,769 | |
2,022 | ||||
Total Minimum lease payments | $ 212,767 | $ 313,469 | $ 387,874 | $ 479,614 |
Options and Warrants - Warrant
Options and Warrants - Warrant Activity (Details) - Warrants [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Outstanding Warrants, beginning | 176,740,176 | 185,906,065 | 188,125,232 | 188,125,232 | 188,125,232 | 188,125,232 | 102,188,477 |
Granted, Number of shares | 4,510,667 | 6,268,111 | 4,150,000 | 99,386,380 | 125,483,049 | ||
Exercised, Number of shares | (12,441,667) | ||||||
Cancelled, Number of shares | (15,085,000) | (15,434,000) | (6,369,167) | (64,642,183) | (27,104,627) | ||
Outstanding, Number of Warrants | 166,165,843 | 176,740,176 | 185,906,065 | 176,740,176 | 166,165,843 | 222,869,429 | 188,125,232 |
Exercisable, Number of Warrants | 166,165,843 | 176,740,176 | 177,906,065 | 222,869,429 | 180,125,232 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||
Outstanding,Weighted average exercise price | $ 0.20 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.25 |
Granted, Weighted average exercise price | 0.24 | 0.27 | 0.20 | 0.17 | 0.19 | ||
Exercised, Weighted average exercise price | 0.05 | ||||||
Cancelled, Weighted average exercise price | 0.30 | 0.27 | 0.20 | 0.25 | 0.29 | ||
Outstanding, Weighted average exercise price | 0.19 | 0.20 | 0.21 | 0.20 | 0.19 | 0.18 | 0.21 |
Exercisable, Weighted average exercise price | $ 0.19 | $ 0.20 | $ 0.21 | $ 0.20 | $ 0.19 | $ 0.18 | $ 0.22 |
Beginning, Weighted Average Remaining Contractual Life, outstanding | 1 year 2 months 6 days | 1 year 8 months 9 days | 1 year 2 months 5 days | 1 year 2 months 5 days | 1 year 2 months | ||
Weighted Average Remaining Contractual Life, outstanding - granted | 1 year 7 months | 1 year 2 months 6 days | 1 year 8 months 9 days | 1 year 7 months 9 days | 1 year 6 months 9 days | ||
Weighted Average Remaining Contractual Life, outstanding - cancelled | |||||||
Ending, Weighted Average Remaining Contractual Life, outstanding - granted | 1 year 7 months | 1 year 2 months 6 days | 1 year 8 months 9 days | 1 year 2 months 9 days | 1 year 2 months 5 days | ||
Weighted Average Remaining Contractual Life, exercisable | 1 year 7 months | 1 year 2 months 6 days | 1 year 8 months 9 days | 1 year 2 months 9 days | 1 year 2 months 5 days |
Options and Warrants - Option A
Options and Warrants - Option Activity (Details) - Options [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Number of Options | 21,840,000 | 22,270,000 | 26,345,000 | 26,345,000 | 26,345,000 | 26,345,000 | 15,480,000 |
Options, Granted | 2,112,000 | 11,065,000 | |||||
Options, Exercised | |||||||
Options, Cancelled | (4,075,000) | (430,000) | (900,000) | (5,505,000) | (200,000) | ||
Number of Options | 20,940,000 | 21,840,000 | 22,270,000 | 21,840,000 | 20,940,000 | 22,952,000 | 26,345,000 |
Ending,Number of Options, exercisable | 11,655,945 | 12,084,603 | 11,842,904 | 12,084,603 | 11,655,945 | 13,952,288 | 14,997,836 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||
Weighted Average Exercise Price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.11 |
Weighted Average Exercise Price, Granted | 0.05 | 0.09 | |||||
Weighted Average Exercise Price, Exercised | |||||||
Weighted Average Exercise Price, Cancelled | 0.13 | 0.12 | 0.11 | 0.12 | 0.15 | ||
Weighted Average Exercise Price | 0.10 | 0.10 | 0.10 | 0.10 | 0.10 | 0.09 | 0.10 |
Weighted Average Exercise Price, exercisable | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.09 | $ 0.12 |
Beginning, Weighted Average Remaining Contractual Life, outstanding | 5 years 9 months | 6 years 6 days | 5 years 7 months 4 days | 5 years 9 months | 5 years 4 days | ||
Weighted Average Remaining Contractual Life, outstanding - granted | 4 years 9 months 7 days | 9 years 3 days | |||||
Weighted Average Remaining Contractual Life, outstanding - cancelled | 3 years 5 months 5 days | 2 years 7 months 5 days | 2 years 7 months 7 days | 3 years 3 months 4 days | 2 years 3 months | ||
Ending, Weighted Average Remaining Contractual Life, outstanding - granted | 6 years 6 days | 5 years 7 months 4 days | 5 years 7 months 3 days | 5 years 4 months 6 days | 5 years 9 months | ||
Weighted Average Remaining Contractual Life, exercisable | 2 years 3 months 5 days | 3 years 4 months 9 days | 3 years 4 months 9 days | 2 years 7 months 8 days | 2 years 1 month 2 days |
Options and Warrants - Assumpti
Options and Warrants - Assumptions and Valuation (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.042 | $ 0.031 | $ 0.046 | $ 0.041 | $ 0.0513 | $ 0.10 |
December 31, 2017 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.42 | |||||
Expected volatility | 89.00% | |||||
Risk-free Interest | 1.98% | |||||
Expected Life (years) | 3 years | |||||
Options, shares | 2,218,096 | |||||
Fair value of stock options | $ 122,432 | |||||
Januray 22, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.12 | |||||
Expected volatility | 92.00% | |||||
Risk-free Interest | 1.20% | |||||
Expected Life (years) | 5 years | |||||
Options, shares | 240,000 | |||||
Fair value of stock options | $ 19,922 | |||||
Feburary 29, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.09 | |||||
Expected volatility | 92.00% | |||||
Risk-free Interest | 1.70% | |||||
Expected Life (years) | 10 years | |||||
Options, shares | 100,000 | |||||
Fair value of stock options | $ 7,758 | |||||
March 31, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.06 | |||||
Expected volatility | 94.00% | |||||
Risk-free Interest | 1.20% | |||||
Expected Life (years) | 10 years | |||||
Options, shares | 1,076,370 | |||||
Fair value of stock options | $ 47,603 | |||||
June 14, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.09 | |||||
Expected volatility | 106.00% | |||||
Risk-free Interest | 1.00% | |||||
Expected Life (years) | 10 years | |||||
Options, shares | 1,000,000 | |||||
Fair value of stock options | $ 81,492 | |||||
June 30, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.095 | |||||
Expected volatility | 106.00% | |||||
Risk-free Interest | 1.20% | |||||
Expected Life (years) | 10 years | |||||
Options, shares | 951,370 | |||||
Fair value of stock options | $ 61,551 | |||||
September 30, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock Price | $ 0.084 | |||||
Expected volatility | 106.00% | |||||
Risk-free Interest | 1.40% | |||||
Expected Life (years) | 6 years | |||||
Options, shares | 787,516 | |||||
Fair value of stock options | $ 45,772 | |||||
December 30, 2016 [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Options, shares | 812,828 | |||||
Fair value of stock options | $ 33,019 |
Options and Warrants - Number a
Options and Warrants - Number and Weighted average exercise prices (Details) - Cellynx Options [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Beginning, Number of Options | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 69,000,000 |
Options, Granted | |||||||
Options, Exercised | (4,000,000) | ||||||
Ending,Number of Options, outstanding and exercisable | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||
Weighted Average Exercise Price | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 |
Weighted Average Exercise Price, Cancelled | 0.0003 | ||||||
Weighted Average Exercise Price | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 | $ 0.0002 |
Weighted Average Remaining Contractual Life | 4 months 3 days | 6 months 8 days | 9 months 3 days | 1 year 1 month 8 days | 2 years 2 months 7 days | ||
Weighted Average Remaining Contractual Life | 4 months 3 days | 6 months 8 days | 9 months 3 days | 1 month 8 days | 1 year 1 month 8 days |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 08, 2016 | |
Class of Warrant or Right [Line Items] | |||||||
Common stock, authorized | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 400,000,000 | 600,000,000 |
Options issued | 2,112,000 | ||||||
Stock price, upper limit | $ 0.05 | ||||||
Stock price, lower limit | $ 0.048 | ||||||
Unamortized compensation expenses, unvested stock options | $ 327,861 | $ 91,093 | $ 297,674 | ||||
Options valuation, amortized | $ 122,432 | $ 297,117 | $ 375,697 | ||||
Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, granted | 4,510,667 | 6,268,111 | 4,150,000 | 99,386,380 | 125,483,049 | ||
Warrants for Private Placement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, granted | 20,100,000 | ||||||
Warrants for Extension [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, granted | 8,500,000 | ||||||
Officers and Directors [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, granted | 66,968,268 | ||||||
Services[Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants, granted | 3,818,112 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Engineering Services | $ 0 | $ 0 | $ 358,512 | $ 358,512 | $ 1,329,126 | |
Aseema Softnet Technologies Inc. [Member] | ||||||
Engineering Services | 1,734,941 | 1,734,941 | 1,624,941 | 1,574,019 | 1,406,429 | |
Billings for services | 358,512 | 0 | 0 | 358,512 | 1,329,126 | |
Payments for services | $ 30,000 | $ 0 | $ 110,000 | $ 219,000 | 190,922 | 528,000 |
Fees owed | 1,574,018 | $ 1,406,428 | ||||
Write off | 1,285,633 | |||||
Due to related party | $ 69,385 | |||||
CEO and Chairman of Board [Member] | ||||||
Warrants allocated | 33,484,134 | |||||
Shares issued for Services, shares | 8,000,000 | |||||
Warrant price | $ 0.20 | $ 0.09 | ||||
Exepected Life (years) | 2 years | 5 years | ||||
Stock options | 10,000,000 | |||||
Strke price | $ 0.10 | |||||
CEO 5BARz [Member] | ||||||
Due to related party | $ 350,000 | |||||
Convertible note payable to related party | 1,004,524 | |||||
Chairman of 5BARz International[Member] | ||||||
Due to related party | 350,000 | |||||
CEO 5BARz Indian Private Limited[Member] | ||||||
Due to related party | $ 304,524 |
Related party transactions (D_2
Related party transactions (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
Due to related parties | $ 3,196,983 | $ 2,261,133 | $ 1,055,840 | $ 2,976,724 | $ 2,938,819 | $ 2,773,356 |
Aseema Softnet Technology [Member] | ||||||
Due to related parties | $ 1,574,019 | 1,406,429 | 605,302 | |||
Name of related party | Aseema Softnet Technology | |||||
Relationship | Managing Director spouse of CEO and Director of subsidiary | |||||
Description | Engineering Services | |||||
Chief Financial Officer [Member] | ||||||
Due to related parties | $ 353,611 | 194,724 | 103,590 | |||
Name of related party | Daniel Bland | |||||
Relationship | CEO, CFO, Director | |||||
Description | Unpaid fees and expenses | |||||
Chairman of 5BARz International[Member] | ||||||
Due to related parties | $ 796,645 | 534,030 | 343,716 | |||
Name of related party | Gil Amelio | |||||
Relationship | Chairman of the Board | |||||
Description | Unpaid fees and expenses | |||||
CEO 5BARz [Member] | ||||||
Due to related parties | $ 460,708 | 125,950 | 3,232 | |||
Name of related party | Samartha Nagabhushanam | |||||
Relationship | CEO & Director of subsidiary | |||||
Description | Unpaid fees and expenses | |||||
Spouse Executive Officer [Member] | ||||||
Due to related parties | $ 12,000 | |||||
Name of related party | Garnel Bland | |||||
Relationship | Spouse of the CEO | |||||
Description | Loan | |||||
Daughter of Executive Officer [Member] | ||||||
Administrative expenses | $ 30,000 | $ 30,000 | $ 30,000 |
Investment of CelLynx Group, In
Investment of CelLynx Group, Inc. (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Amount converted | $ 271,149 | $ 109,000 | |
Shares issued | 1,489,745,971 | ||
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 |
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 |
Asset Acquisition Agreement (De
Asset Acquisition Agreement (Details) - USD ($) | Oct. 05, 2010 | Dec. 31, 2017 | Dec. 31, 2016 |
Revolving Line of Credit and Security Agreement | |||
Amount of credit facility | $ 2,200,000 | ||
Amount of credit facility advanced | $ 2,394,643 | ||
Extinguishment of debt – Cellynx, Inc. | |||
Extinguishment of debt-Cellynx Inc. | $ 579,395 | ||
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 | $ 4,037,994 | ||
Common Stock Recieved, share | 1,489,745,971 |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Feb. 06, 2017 | Jul. 14, 2016 | Aug. 04, 2016 | Oct. 31, 2016 | Dec. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Dec. 31, 2018 | ||
Labor Commission [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 7/19/2010 | |||||||||
Allegations | Back wages | |||||||||
Alleged Damages | $ 263,000 | |||||||||
IRTH Communications LLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 5/7/2015 | |||||||||
Allegations | default judgment | |||||||||
Alleged Damages | $ 82,040 | |||||||||
Default judgment | 84,947 | |||||||||
Payment on alleged damages | $ 5,000 | |||||||||
Shares issued for litigation, Shares | 500,000 | |||||||||
Shares issued for litigation, Amount | $ 70,000 | |||||||||
Shares, value | 45,000 | |||||||||
Litigation payable | $ 35,000 | |||||||||
Assured Wireless International Corp [Member] | ||||||||||
Loss Contingencies [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 | |||||||||
Settlement | 170,000 | |||||||||
Payment on loans | 25,000 | |||||||||
Payment on alleged damages | 40,000 | |||||||||
Litigation payable | $ 130,000 | 130,000 | ||||||||
Officers and Employees[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 3/10/2016 | |||||||||
Allegations | claiming breach of contract | |||||||||
Alleged Damages | $ 110,000 | |||||||||
Price per share | $ 0.05 | |||||||||
Settlement | $ 153,000 | |||||||||
Interest Rate per annum | 12.00% | |||||||||
Payment on loans | $ 35,000 | |||||||||
Shares issued for litigation, Shares | 234,447 | 333,333 | 448,717 | 416,666 | 594,228 | 673,077 | ||||
Shares issued for litigation, Amount | $ 12,191 | $ 35,000 | $ 35,000 | |||||||
Price per share | $ 0.052 | $ 0.105 | $ 0.084 | |||||||
Litigation payable | 83,000 | 13,289 | ||||||||
Accrued payable to petitioners | ||||||||||
R Squared Partners LLC[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 4/11/2016 | |||||||||
Allegations | breach of contract | |||||||||
Alleged Damages | $ 100,000 | |||||||||
Interest expense | 933 | |||||||||
Payment on loans | $ 100,000 | |||||||||
Shares issued for litigation, Shares | 29,340 | |||||||||
Warrants granted, Number of shares | 1,903,021 | |||||||||
Firstfire Global Opportunity Fund[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 4/22/2016 | |||||||||
Allegations | breach of contract | |||||||||
Alleged Damages | [1] | $ 100,000 | ||||||||
Settlement | $ 110,472 | |||||||||
Shares issued for litigation, Shares | 750,000 | |||||||||
LG Capital Funding, LLC[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 5/31/2016 | |||||||||
Allegations | alleges that the Company failed to deliver 1,699,580 shares pursuant to a notice of conversion | |||||||||
Alleged Damages | $ 52,500 | |||||||||
Investment of purchase of common stock | 1,699,580 | |||||||||
Litigation payable | $ 75,616 | 64,609 | $ 34,856 | |||||||
JSJ Investments, Inc, [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 7/6/2016 | |||||||||
Allegations | breach of contract | |||||||||
Alleged Damages | $ 104,500 | |||||||||
Settlement | 92,173 | |||||||||
Legal Fees | 25,506 | |||||||||
Payment on loans | 133,332 | |||||||||
Payment on alleged damages | 30,000 | |||||||||
Shares issued for litigation, Amount | 200,000 | |||||||||
Litigation payable | $ 66,668 | 177,424 | ||||||||
Union Capital LLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 8/4/2016 | |||||||||
Allegations | failed to deliver 4,299,689 shares pursuant to a notice of conversion,</p>" id="sjs-H79"><p style="font: 11pt Times New Roman, Times, Serif; margin: 0"> failed to deliver 4,299,689 shares pursuant to a notice of conversion,</p> | |||||||||
Alleged Damages | $ 100,000 | |||||||||
Settlement | 48,414 | |||||||||
Legal Fees | 63,712 | |||||||||
Payment on loans | $ 25,000 | |||||||||
Shares issued for litigation, Shares | 4,299,689 | |||||||||
Accrued payable to petitioners | $ 368,975 | |||||||||
Adar Bays LLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 8/5/2016 | |||||||||
Allegations | failed to deliver 184,775 shares pursuant to a notice of conversion | |||||||||
Alleged Damages | $ 98,518 | |||||||||
Settlement | 83,733 | |||||||||
Interest expense | 7,220 | |||||||||
Legal Fees | $ 58,514 | |||||||||
Shares issued for litigation, Shares | 184,775 | |||||||||
Shares issued for litigation, Amount | $ 5,000 | |||||||||
Litigation payable | $ 82,803 | |||||||||
Richard Rajabi [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 9/19/2016 | |||||||||
Allegations | breach of contract | |||||||||
Alleged Damages | $ 163,637 | |||||||||
Default judgment | 25,850 | |||||||||
Payment on loans | 5,000 | |||||||||
Litigation payable | $ 10,850 | 148,037 | ||||||||
Pluto Technologies [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | 8/14/2015 | |||||||||
Allegations | breach of contract and claiming unpaid fees, charges for equipment repairs and interest | |||||||||
Alleged Damages | $ 70,750 | |||||||||
Litigation payable | 148,920 | |||||||||
Accrued payable to petitioners | $ 391,489 | |||||||||
Blue Citi LLC[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | December 1, 2016 | |||||||||
Allegations | breach of contract, | |||||||||
Alleged Damages | $ 110,000 | |||||||||
Alta Sorrento Office Center[Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Date | March 16, 2017 | |||||||||
Allegations | unpaid rent | |||||||||
Alleged Damages | $ 48,951 | |||||||||
Default judgment | 195,245 | |||||||||
Payment on alleged damages | 24,073 | |||||||||
Litigation payable | $ 24,422 | |||||||||
Provision for loss | $ 295,595 | |||||||||
[1] | The Company had borrowed $100,000 on June 2, 2015. The Company repaid interest on the note on July 1, 2015 of $1,166.67 and repaid the loan principal of $100,000 on August 5, 2015 by wire transfer. Further, on August 5, 2015 the Company issued 24,000 shares as final payout of the note interest via conversion into shares pursuant to the note terms. |
Accounts payable and accrued _3
Accounts payable and accrued liabilities - Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable and accrued liabilities | $ 4,188,326 | $ 4,173,170 | $ 4,100,797 | $ 3,558,986 | $ 3,120,964 | $ 3,941,378 |
Production Development Costs [Member] | ||||||
Accounts payable and accrued liabilities | 660,689 | 466,831 | 496,146 | 440,352 | 448,596 | 991,799 |
Consulting and Wages [Member] | ||||||
Accounts payable and accrued liabilities | 2,755,374 | 2,643,616 | 234,015 | 2,178,159 | 2,265,825 | 1,082,889 |
Legal and Administration [Member] | ||||||
Accounts payable and accrued liabilities | 315,588 | 656,364 | 655,833 | 545,410 | 26,438 | 498,704 |
Acquired Liabilities - Cellynx [Member] | ||||||
Accounts payable and accrued liabilities | 364,116 | 363,516 | 362,916 | 362,316 | 360,716 | 1,118,495 |
Other [Member] | ||||||
Accounts payable and accrued liabilities | $ 92,559 | $ 42,843 | $ 39,603 | $ 32,748 | $ 19,389 | $ 249,491 |
Subsequent events - Subsequent
Subsequent events - Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 4 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 09, 2018 | May 01, 2018 | Sep. 06, 2018 | Aug. 16, 2018 | Sep. 19, 2018 | |
Debt Principal | $ 66,667 | $ 91,896 | $ 75,616 | $ 82,802 | $ 321,979 |
Settlement Date | Feb. 9, 2018 | May 1, 2018 | Sep. 6, 2018 | Aug. 16, 2018 | Sep. 19, 2018 |
Settlement Amount | $ 107,449 | $ 110,448 | $ 110,472 | $ 89,590 | $ 321,979 |
Terms of Settlement | Litigation order, paid $30,000 Sept 7, 2018, balance due. | Settlement of 3,681,600 shares and warrants at $0.20 | Litigation order, payment negotiation ongoing. | Litigation order, payment negotiation ongoing | Litigation order, Appealed - United States District Court |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 30, 2018 | Feb. 14, 2019 | Nov. 29, 2018 | Sep. 30, 2018 | Sep. 29, 2018 | Sep. 28, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | Mar. 31, 2018 | Mar. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 07, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Oct. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares issued for cash, Amount | $ 145,000 | $ 1,391,000 | $ 211,020 | $ 2,437,000 | $ 234,820 | $ 3,234,000 | $ 438,720 | $ 3,946,000 | $ 2,960,168 | |||||||||||||||
Shares issued for services, Amount | $ 40,000 | $ 35,455 | $ 55,185 | $ 217,140 | $ 290,632 | $ 331,118 | $ 290,632 | $ 411,058 | 1,235,321 | |||||||||||||||
Conversion of convertible note, Shares | 86,975 | |||||||||||||||||||||||
Conversion of convertible note, Amount | $ 458,852 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Shares issued for cash, Shares | 300,000 | 6,446,666 | 9,733,333 | 37,325,335 | 666,666 | 3,100,000 | 2,998,900 | 567,867 | 13,225,900 | |||||||||||||||
Price Per share | $ 0.035 | $ 0.03 | $ 0.03 | $ 0.05 | $ 0.03 | $ 0.03 | $ 0.029 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||
Shares issued for cash, Amount | $ 10,500 | $ 193,400 | $ 292,000 | $ 1,119,760 | $ 20,000 | $ 93,000 | $ 89,964 | $ 17,036 | $ 396,777 | |||||||||||||||
Warrants to aquire a second share | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||||
Warrant price | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||
Warrant Term | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | |||||||||||||||||
Shares issued for services, Shares | 308,840 | 750,000 | 3,100,000 | 350,000 | 750,000 | 333,334 | ||||||||||||||||||
Shares issued for services, Amount | $ 15,442 | $ 22,500 | $ 93,000 | $ 10,150 | $ 24,375 | $ 10,000 | ||||||||||||||||||
Price per share for conversion of debt | $ 0.03 | $ 0.03 | $ 0.034 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||||||
Conversion of convertible note, Shares | 253,028 | 843,419 | 990,412 | 8,083,557 | 1,774,335 | 2,917,649 | 1,802,882 | 11,000,000 | 389,910 | |||||||||||||||
Conversion of convertible note, Amount | $ 7,591 | $ 25,303 | $ 33,333 | $ 242,507 | $ 53,230 | $ 87,529 | $ 54,086 | $ 110,000 | $ 30,023 | |||||||||||||||
Payment on alleged damages | 96,659 | $ 25,000 | ||||||||||||||||||||||
Alleged Damages | 110,000 | 130,000 | ||||||||||||||||||||||
Settlement | $ 188,500 | 105,000 | ||||||||||||||||||||||
Litigation payable | $ 80,000 |