Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2017 | |
Document Information [Line Items] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Entity Registrant Name | IRONCLAD ENCRYPTION Corp |
Entity Central Index Key | 1,455,926 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | |||
Cash and cash equivalents | $ 89,570 | $ 50,682 | $ 102,819 |
Prepaid expenses and deposits | 25,000 | 0 | 173 |
Total current assets | 114,570 | 50,682 | 102,992 |
Other assets | |||
Patents, net | 123,457 | 68 | |
Total assets | 238,027 | 50,750 | 102,992 |
Current liabilities | |||
Accounts payable | 575,169 | 0 | 4,389 |
Accrued liabilities | 257,591 | 12,539 | |
Accrued interest | 7,452 | 4,142 | |
Convertible note payable, 12% | 76,226 | 0 | |
Convertible note payable, 10% | 100,000 | 0 | |
Convertible note payable, 10% | 29,575 | 0 | |
Advances payable to related party | 0 | 10,662 | |
Total current liabilities | 1,046,013 | 27,343 | 4,389 |
Other liabilities | |||
Convertible notes payable | 0 | 210,000 | |
Commitments and contingencies | |||
Stockholders’ equity | |||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Common stock, Class A, $0.001 par value, 150,000,000 shares authorized; 66,145,695 and 58,098,908 shares issued and outstanding, respectively | 66,145 | 58,099 | 1,443 |
Common stock, Class B, $0.001 par value, 1,707,093 shares authorized; 1,538,872 and 1,538,872 shares issued and outstanding, respectively | 1,539 | 1,539 | 1,539 |
Additional paid-in capital | 6,984,290 | 28,918 | 269,469 |
Subscriptions receivable | 0 | (81,481) | |
Accumulated deficit | (7,859,960) | (193,668) | (173,848) |
Total stockholders' equity (deficit) | (807,986) | (186,593) | 98,603 |
Total liabilities and stockholders' equity | $ 238,027 | $ 50,750 | $ 102,992 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Common Stock Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 500,000,000 |
Common Stock, Shares Issued | 66,145,695 | 58,098,908 | 1,443,017 |
Common Stock, Shares Outstanding | 66,145,695 | 58,098,908 | 1,443,017 |
Common Class B [Member] | |||
Common Stock Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,707,093 | 1,707,093 | 1,707,093 |
Common Stock, Shares Issued | 1,538,872 | 1,538,872 | 1,538,872 |
Common Stock, Shares Outstanding | 1,538,872 | 1,538,872 | 1,538,872 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | ||||||
Product development cost | 467,803 | 0 | 800,645 | 0 | ||
General and administrative | 939,554 | 25,307 | 2,519,215 | 46,258 | 11,920 | 5,696 |
Officer and director fees | 1,089,489 | 0 | 2,659,219 | 0 | 0 | 0 |
Investor relations | 170,466 | 0 | 929,516 | 0 | ||
Professional fees | 211,678 | 0 | 329,939 | 0 | 27,813 | 27,045 |
Amortization | 8 | 8 | 23 | 23 | ||
Total operating expenses | 2,878,998 | 25,315 | 7,238,557 | 46,281 | 39,733 | 32,741 |
Loss from operations | (2,878,998) | (25,315) | (7,238,557) | (46,281) | (39,733) | (32,741) |
Depreciation | 0 | 0 | ||||
Other income (expense) | ||||||
Interest income | 7 | 0 | 119 | 0 | 0 | 1 |
Interest expense | (38,149) | (1,541) | (40,225) | (1,541) | 0 | (10) |
Financing fees | (387,629) | 0 | (387,629) | 0 | ||
Total other income (expense) | (425,771) | (1,541) | (427,735) | (1,541) | 0 | (9) |
Loss before taxes | (3,304,769) | (26,856) | (7,666,292) | (47,822) | (39,733) | (32,750) |
Income taxes | ||||||
Income tax benefit | 0 | 0 | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 |
Total income tax benefit (expense) | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | $ (3,304,769) | $ (26,856) | $ (7,666,292) | $ (47,822) | $ (39,733) | $ (32,750) |
Net loss per common share, basic and diluted | $ (0.05) | $ (0.01) | $ (0.12) | $ (0.04) | $ (0.01) | $ (0.01) |
Weighted average number of common stock shares outstanding, basic and diluted | 67,638,739 | 3,000,000 | 66,334,415 | 1,111,111 | 2,981,889 | 2,981,889 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Beginning Balance at Dec. 31, 2013 | $ 171,353 | $ 1,328 | $ 1,654 | $ 269,469 | $ (101,098) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2013 | 1,327,698 | 1,654,191 | ||||
Net income | (40,000) | $ 0 | $ 0 | 0 | (40,000) | 0 |
Ending Balance at Dec. 31, 2014 | 131,353 | $ 1,328 | $ 1,654 | 269,469 | (141,098) | 0 |
Ending Balance (in shares) at Dec. 31, 2014 | 1,327,698 | 1,654,191 | ||||
Shares converted from Class B to Class A | 0 | $ 115 | $ (115) | |||
Shares converted from Class B to Class A (in shares) | 115,319 | (115,319) | ||||
Net income | (32,750) | $ 0 | $ 0 | 0 | (32,750) | 0 |
Ending Balance at Dec. 31, 2015 | 98,603 | $ 1,443 | $ 1,539 | 269,469 | (173,848) | 0 |
Ending Balance (in shares) at Dec. 31, 2015 | 1,443,017 | 1,538,872 | ||||
Net income | (39,733) | $ 0 | $ 0 | 0 | (39,733) | 0 |
Ending Balance at Dec. 31, 2016 | $ 58,870 | $ 1,443 | $ 1,539 | $ 269,469 | $ (213,581) | $ 0 |
Ending Balance (in shares) at Dec. 31, 2016 | 1,443,017 | 1,538,872 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||||||
Net loss | $ (3,304,769) | $ (26,856) | $ (7,666,292) | $ (47,822) | $ (39,733) | $ (32,750) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||||||
Amortization expense | 8 | 8 | 23 | 23 | ||
Amortization of discounts on convertible notes payable | 30,801 | 0 | ||||
Common stock issued for services, administrative | 349,000 | 0 | ||||
Common stock issued for services, investor relations | 367,500 | 0 | ||||
Stock options issued for services, product development | 284,940 | 0 | ||||
Stock options issued for services, general and administrative | 1,623,747 | 0 | ||||
Stock options issued for officers and directors | 2,322,317 | 0 | ||||
Stock options issued for services, investor relations | 415,508 | 0 | ||||
Stock options issued for financing fees | 287,629 | 0 | ||||
Changes in assets and liabilities: | ||||||
Increase in prepaid expenses and deposits | (25,000) | 0 | 63 | (173) | ||
Increase in accounts payable | 575,169 | 0 | (3,024) | 4,389 | ||
Increase in accrued liabilities | 245,052 | 0 | ||||
Increase in accrued interest | 3,310 | 1,525 | ||||
Net cash used by operating activities | (1,186,296) | (46,274) | (42,694) | (28,534) | ||
Increase (decrease) in income tax payable | 0 | 0 | ||||
Cash flows from investing activities | ||||||
Patent applications | (123,412) | 0 | ||||
Net cash used by investing activities | (123,412) | 0 | ||||
Cash flows from financing activities | ||||||
Advances payable to related party | (227) | (4,488) | ||||
Proceeds from issuance of common stock | 983,693 | 2,000 | ||||
Proceeds from issuing convertible notes payable | 343,500 | 210,000 | ||||
Transaction costs related to issuing convertible notes | (30,500) | 0 | ||||
Conversion of options | 3,750 | 0 | ||||
Cash received from merger | 48,380 | 0 | ||||
Increase in cash and cash equivalents | 38,888 | 161,238 | (42,694) | (28,534) | ||
Net cash provided by financing activities | 1,348,596 | 207,512 | ||||
Cash, beginning of period | 50,682 | 0 | 0 | 131,353 | ||
Cash, end of period | 89,570 | 161,238 | 89,570 | 161,238 | 50,682 | 0 |
Supplemental Cash Flow Information (no income taxes paid) | ||||||
Interest paid | 1,973 | 0 | 0 | 0 | ||
Common stock issued for convertible notes payable | 210,000 | 0 | ||||
Non-cash beneficial conversion rights, 10% note payable | 138,000 | 0 | ||||
Income taxes paid | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Organization, Recent History, a
Organization, Recent History, and Description of Businesses-Past and Present | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations [Text Block] | Note 1 Organization, Recent History, and Description of Businesses-Past and Present History and Recent Transaction The “Company” is the term used in these statements and notes to refer to the entity originally incorporated in the State of Delaware in 1929. The registered name of the Company until early in 2017 was Butte Highlands Mining Company (“Butte”). Butte was formed to explore and mine primarily for gold in the Butte Highlands’ “Only Chance” mine, south of Butte, Montana. Butte ceased operating as a mining company in 1942. The Company was reorganized in October 1996 for the purpose of acquiring and developing additional mineral properties. At the time of the 1996 reorganization, stockholders representing approximately 76% of the outstanding capital stock could not be located. In order to obtain the quorum necessary for the special meetings of shareholders to authorize the reorganization, Butte obtained an order from the Superior Court of Spokane County, Washington appointing a trustee for the benefit of those stockholders who could not be located. By May 17, 2007, eleven years after the reorganization and very limited results from its mining activities, the Company had disposed of all of its historical mineral properties or mining claims and eventually became a “shell company” under the rules of the Securities and Exchange Commission (“SEC”). In 2009, Butte registered under the Securities Exchange Act of 1934, as amended, for the purpose of becoming a reporting company. The Company’s common stock then became listed on the OTCBB, but in time the Company also listed its common stock to trade on the OTC QB electronic market, one of the OTC Markets Group over-the-counter markets, where the Company’s common stock is listed. Now, following ten years of being a shell company with only nominal activity and limited cash or other assets, the business focus of Butte changed early in 2017. Most notably the Company raised significant capital to implement its new business and financial plans to further develop the licensing and commercial use of its patented encryption software. The change caused Butte to lose its previous shell company status. The Company also changed its state of incorporation to Nevada and its name to IronClad Encryption Corporation (“IronClad”) and changed the stock symbol from BTHI to IRNC to more appropriately reflect the fundamental change of its business to developing cyber encryption technology and away from its historical mining activities. On October 16, 2017, the Company redomiciled in Delaware from Nevada and adopted a certificate of incorporation and bylaws as a Delaware corporation. The terms “Company”, “IronClad” and “Butte” all refer to the same individual corporate entity, but the uses of the IronClad and Butte names are used to refer to different eras of the Company’s long history. The historical eras generally coincide with the changes in business focus before and after the first weeks of 2017. The business changes are a result of a common stock exchange transaction, accounted for as a “reverse merger”, between Butte and the owners of InterLok Key Management, Inc. (“InterLok”; at the time an independent and privately-held Texas corporation) whereby InterLok became a wholly-owned subsidiary of Butte. Butte issued shares of its common stock in exchange for acquiring all of the common stock of InterLok. At present, InterLok is the only subsidiary of the Company and InterLok’s patents and line of business now are the main basis of the business of the Company on a consolidated basis. Description of Businesses: Present and Past InterLok Key Management, Inc. (formerly InterLok Key Management, LLC) is a company developing and licensing cyber software technology to secure data files (stored and at rest) and electronic communications (in motion from electronic transmission over the internet or through telephone systems). Data at rest and in motion are both safeguarded from unauthorized access through the use of dynamic encryption and perpetual authentication. InterLok was formed in Texas on June 12, 2006 and incorporated ten years later on June 16, 2016. On January 6, 2017 InterLok entered into a Share Exchange Agreement ("Share Exchange") with Butte Highlands Mining Company. Under the terms of the agreement, the shareholders of InterLok Key Management, Inc. exchanged all 56,655,891 56,655,891 The Share Exchange was treated as a “reverse merger” with InterLok Key Management, Inc. which is deemedfor accounting recognition purposesas the accounting acquirer and Butte Highlands Mining Company deemed the accounting acquiree under the acquisition method of accounting. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the substantive continuation of the operations and thus the prior year financial statements of operations are the operating results of its subsidiary InterLok Key Management, Inc., while the capital structure (in terms of authorized preferred and common stock) of its parent Butte Highlands Mining Company remains intact. The accompanying unaudited consolidated financial statements include the accounts of IronClad and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The above unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these unaudited interim consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements and the rules of the SEC. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. Operating results for the nine month period ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS IronClad Encryption Corporation, formerly Butte Highlands Mining Company (hereinafter “Butte” or “the Company”) was incorporated in May 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana. The Company was reorganized in October 1996 for the purpose of acquiring and developing mineral properties. As of the date of reorganization, stockholders representing approximately 76% of the outstanding capital stock could not be located. In order to obtain the quorum necessary for the special meetings, the Company obtained an order from the Superior Court of Spokane County, Washington appointing a trustee for the benefit of those stockholders which could not be located. As of May 17, 2007 the Company had disposed of all of its historical mineral properties or claims, and reentered the development stage. On January 6, 2017, we changed the focus of our business when we acquired all of the ownership interests of InterLok Key Management, Inc., a Texas corporation engaged in the business of developing and licensing its patented key based encryption methods. Attempts to safeguard information from unauthorized use have met with limited success. The increasing number of data thefts and security breaches, as well as new and pending legislation is driving many businesses to shift their focus and make data security a top priority. Stronger encryption is a key component to the overall solution to this problem. InterLok was formed to develop and license a new approach that enhances the strength of today’s key-based encryption methods. Through its patented Dynamic Synchronous Key Management technology, InterLok brings innovation to data encryption security. Its solutions increase the effectiveness of current encryption products. InterLok’s unique design also prevents hacker attacks by providing perpetual authentication for communication sessions. As the next generation data security leader, InterLok technology addresses current market perception of encryption: cost, implementation and human interaction. As of March 28, 2017 InterLok is a wholly owned subsidiary of IronClad Encryption Corporation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist in understanding the Company’s interim condensed consolidated financial statements. The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2017, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 7,859,960 931,443 Achievement of the Company's objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively manage product and software development, operating and capital costs. The Company is in a development stage and has generated no operating revenue, profits or positive cash flows from operations. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that IronClad will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The Company's financial instruments, as defined by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 825-10-50 Financial InstrumentsOverall The standards under ASC 820 Fair Value Measurement · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets measured at fair value other than cash and deposits at September 30, 2017 and at December 31, 2016. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition The Company capitalizes its legal, patent agent and related filing fees and costs associated with the patents it holds and is developing. The amounts are carried as an intangible asset in the financial statements. The costs of the patents or trademarks are amortized ratably (expensed) over the expected useful technological or economic life of the individual assets. The legal life of a patent is typically about 17 years. See Note 3. Certain prior year amounts have been reclassified to provide greater line item detail for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. This change in classification has no effect on previously reported cash flows in the Condensed Consolidated Statement of Cash Flows, and had no effect on the previously reported Condensed Consolidated Statements of Operations for any period Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Butte Highlands Mining Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Accounting Method The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Earnings (Losses) Per Share Basic net income/loss per share was computed by dividing the net income/loss by the weighted average number of shares outstanding during the year. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time they were outstanding. The Company presents EPS on a combined basis because Class B common stock has all of the rights and privileges of Class A common stock, except for voting rights. See Note 1 and 3. Additionally, if the two class method were used the EPS would be identical. Cash Equivalents The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. Fair Value of Financial Instruments The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2016. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets measured at fair value at December 31, 2016. Going Concern As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of December 31, 2016, the Company has no financial resources with which to achieve its objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 213,581 58,870 The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders. However there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implication of associated bankruptcy costs should the Company be unable to continue as a going concern. Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition New Accounting Pronouncements The Company has evaluated the authoritative guidance issued during the year ended December 31, 2016 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. Reclassification Certain amounts in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. The reclassification had no effect on reported net losses, total assets or total equity. |
Patents
Patents | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 3 Patents September 30, September 30, Patents and trademarks under development $ 123,412 $ - Patents issued 398 398 Less accumulated amortization (353) (315) 45 83 Patents, net $ 123,457 $ 83 Amortization expense for intangible assets during the nine month periods ended September 30, 2017 and 2016 was $ 23 23 123,412 In addition to its three original patents IronClad also has six, and soon to be nine, patents pending (both in the US and internationally). These pending patents expand upon the initial scope of the original “seminal” patents and provide up to 20 |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 4 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions The Company paid $ 15,249 10,662 See also Note 10 regarding stock option awards to management of the Company. | NOTE 4 RELATED PARTY TRANSACTIONS The Company utilized office facilities provided by its president. The value of the office facilities provided by the Company’s president is nominal and immaterial to the financial statements, additionally the value of the services provided by the Company’s president are nominal and immaterial to the financial statements. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6 Convertible Notes Payable Securities Purchase Agreement On June 26, 2017 IronClad entered into a Securities Purchase Agreement to issue a 12 78,500 75,000 3,500 1,226 2,503 The holder of the note, at its sole election, may convert the note into shares of common stock of the Company at any time during the period beginning on the date which is one hundred and eighty days following the date of the note (dated June 26, 2017) and ending on the later of i) the maturity date, or ii) the date of payment of a default amount, if any. The shares to be issued are a function of a variable conversion price which is 65% of a market price defined to be the lowest one day closing bid price for the Company’s common stock during the fifteen day trading period ending on the last trading day prior to exercising the conversion right. The Company will keep available authorized shares reserved, initially 289,846 shares, but in any event authorized shares equal to six times the number of shares that would be issuable upon full conversion of the note from time to time. The conversion feature of the note represents an embedded derivative. Once definitive pricing facts and circumstances are known in late December (and which are not known at present) regarding the market value of IronClad’s common stock at that time, the cost of that derivative will be determined using a Black-Scholes valuation model. At the close of accounting periods subsequent to the initial valuation a redetermination of the derivative valuation will be made using an updated Black-Scholes valuation model. Any gain or loss in the liability value will be recognized as a fair valuation adjustment to earnings. Commitment Note and Convertible Note On August 24, 2017, IronClad entered into an Investment Agreement to establish an equity line of funding for the potential future issuance and purchase of IronClad’s shares of Class A common stock. See Note 7. As consideration for its commitment to purchase shares of IronClad’s Class A common stock pursuant to the Investment Agreement, IronClad issued to the counterparty of the agreement a 7 month 10% convertible promissory note (the “Commitment Note”) in the principal amount of $ 100,000 The Commitment Note is included as a financing fee expense at the date of the transaction. The Commitment Note was to finance the $100,000 cost of the commitment fee to the counterparty of the Investment Agreement, and is accordingly included in the financing fee expenses for the period ended September 30, 2017. The amount of the commitment fee can be reduced by $35,000 or $17,500 if a registration statement registering the shares that would be issued under the equity line becomes effective within 90 or 135 days, respectively, of August 24, 2017. As of the filing date of this report the registration statement has not become effective. On August 24, 2017, in connection with the entry into the Investment Agreement, IronClad also issued a 10% convertible note (the “Convertible Note”) in an aggregate principal amount of $ 330,000 165,000 150,000 The Convertible Note also has an embedded beneficial conversion feature (“BCF”) based on a stated conversion price of $1.00 per share. The market price of a share of IronClad’s common stock at the time of the first borrowing under the note was $3.50 thus establishing an intrinsic value of $2.50 on that date. The Company received the first borrowing for $165,000 under the Convertible Note on August 24, 2017 and net cash proceeds of $150,000 were received after deducting for the original issue discount and lender transaction costs of $15,000. An additional $12,000 of costs was incurred by IronClad directly relating to the note. Both the $15,000 and the $12,000 are recorded as discount amounts on the $165,000 note payable and are amortized as interest expenses over the life of the borrowing. The maturity date of this borrowing under the note is seven months from its funding date which is March 24, 2018. The valuation of the BCF related to the $165,000 borrowing on the Convertible Note and with an intrinsic value of $2.50 per share (based on a $3.50 closing price less the $1.00 per share conversion price) is approximately $424,407 using a Black-Scholes valuation model. That amount is recorded as a contra-note payable amount (similar to the recorded OID and transaction costs), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. The amount of the derivative formally recorded is $138,000 ($165,000 net of $27,000) and will be amortized as interest expense over the life of the loan. Subsequent to September 30, 2017, a second borrowing of $82,500 under the Convertible Note for $330,000 was closed and funded on October 23, 2017. The Company received net proceeds of $75,000 after deducting for original issue discount and lender transaction costs of $7,500. An additional $6,000 of costs was incurred by IronClad relating to the Convertible Note. Both the $7,500 and the $6,000 will be recorded as discount amounts on the $82,500 note payable and amortized as interest expenses over the life of the borrowing. The maturity date of this borrowing under the Convertible Note is also defined to be seven months from its borrowing date which is May 24, 2018. The market price of a share of IronClad’s common stock at the time of funding was $4.40 making the intrinsic value of the derivative $3.40. The valuation of the BCF is estimated to be approximately $289,000 and is capped at $69,000, the otherwise undiscounted amount of the note payable. InterLok Convertible Notes On August 8, 2016, InterLok issued two 5 30,000 150,000 210,000 0.15 The notes automatically converted into shares of common stock at a conversion price of $0.15 per share, subject to adjustment under certain circumstances in the event of an acquisition transaction or a public offering event. The Company was precluded from entering into an acquisition or public offering event without first obtaining the prior written approval of any of the note holders. If any holder declined to provide approval for an acquisition transaction or public offering, the Company could have immediately prepaid the entire outstanding principal amounts and accrued interest amounts on the notes. Two of the notes contained the option to purchase additional shares of common stock. During the period ended March 31, 2017, the principal balances of all three 5 1,400,000 6,115 |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | Note 7 Common Stock During the three month period ended March 31, 2017, i) the Company issued 5,843,954 0.15 876,597 35,343 75,000 0.15 11,250 Additionally, i) the three convertible note holders elected to convert their $ 210,000 1,400,000 250,000 0.03 81,481 During the three month period ended June 30, 2017, the Company issued i) 240,333 0.15 36,050 25,000 75,000 2.90 217,500 During the three month period ended September 30, 2017, the Company issued i) 100,000 349,000 37,500 131,250 On August 24, 2017 IronClad entered into an Investment Agreement for the potential future issuance and purchase of shares of its Class A common stock to establish an equity line of funding to IronClad. The agreement enables IronClad to issue stock to the counterparty of the agreement in exchange for cash amounts under certain defined conditions for the purchase of IronClad’s stock. In addition to the equity line, the agreement also included IronClad entering into the Commitment Note in the principal amount of $ 100,000 330,000 A precondition to selling shares of our stock and thus making any draws under the equity line is to have in place a registration statement that has become effective. The Company filed a registration statement on October 17; that registration statement as of the date of the filing of this report has not gone effective. Consequently, as of the date of filing of this report, no amounts of funding have occurred under the equity line. | NOTE 3 COMMON STOCK Upon formation in 1929, the Company issued 1,500,000 2,500,000 During 1996, due to a long period of inactivity, stockholders representing approximately 76 25,000,000 23,292,907 1,707,093 If a previously unlocated recorded owner or beneficiary of a record owner is subsequently located, they must present satisfactory evidence and presentation of a share certificate or an “Affidavit of Loss” with an agreement to indemnify the Company for any future damage as a result of the certificate having been sold or transferred but not lost. Upon satisfaction of these requirements, Class A voting common stock will be issued share-for-share in exchange for the Class B nonvoting common stock. The relevant shares of Class B nonvoting common stock will then be cancelled. During the year ended December 31, 2007, the Company issued 500,000 35,000 During the years ended December 31, 2008 through December 31, 2011, the Company did not issue any shares of Class A common stock. During the year ended December 31, 2012, the Company increased its authorized capital to 521,707,093 0.001 500,000,000 1,707,093 20,000,000 During the period ending March 31, 2016 the Company identified 115,319 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
INCOME TAXES | ||
Income Tax Disclosure [Text Block] | Note 8 Income Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. September 30, December 31, Net operating losses carryforwards $ 2,901,083 $ 193,668 Deferred tax asset $ 1,015,379 $ 67,780 Valuation allowance for deferred asset (1,015,379) (67,780) Net deferred tax asset $ - $ - At September 30, 2017, the Company has net operating loss carryforwards of approximately $ 2,901,083 947,599 IronClad is subject to federal level income taxes under the jurisdiction of the US, but is not subject to income taxes at any state level. Tax periods that may still be subject to review by the Internal Revenue Service are the years 2014, 2015, and 2016. The Company has not identified any aggressive tax positions. | NOTE 5 INCOME TAXES Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2016, the Company had taken no tax positions that would require disclosure under ASC 740. The Company files income tax returns in the U.S. federal jurisdiction. The federal jurisdiction has a statute of limitations of three years. Federal income tax returns prior to year ending December 31, 2011 are closed. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. 35 December 31, 2016 December 31, 2015 Net operating loss carryforwards 215,479 175,750 Deferred tax asset 75,418 61,500 Valuation allowance for deferred asset (75,418) (61,500) Net deferred tax asset - - At December 31, 2016, the Company has net operating loss carryforwards of approximately $ 215,480 13,920 |
Share Exchange Agreement
Share Exchange Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 9 Share Exchange Agreement On January 6, 2017, the Company entered into a Share Exchange Agreement with InterLok Key Management, Inc. wherein Butte agreed to issue 56,655,891 100 On January 6, 2017, Butte completed its Share Exchange Agreement with the owners of InterLok, and issued 56,655,891 The Share Exchange was treated as a reverse merger with InterLok Key Management, Inc. deemed, for accounting recognition purposes, the accounting acquirer and Butte Highlands Mining Company deemed the accounting acquiree under the acquisition method of accounting. The reverse merger is deemed a recapitalization and the unaudited pro forma consolidated financial statements of operations represent the substantive continuation of the operations and thus the financial statements of InterLok Key Management, Inc., while the capital structure (with respect to authorized, issued and outstanding shares of preferred and common stock) of Butte Highlands Mining Companynow using the name IronCladremains intact. |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 10 Stock Options and Warrants During the three month period ended March 31, 2017, the Company awarded 1,045,000 1,305,565 9,000,000 622,045 10,145,000 1,045,000 9,883,470 In addition, 25,000 3,750 During the three month period ended June 30, 2017, the Company awarded 2,945,000 4,657,850 500,000 731,659 3,445,000 85,000 3,360,000 During the three month period ended September 30, 2017, the Company recorded the award of 372,500 stock options for services valued at $261,991 (using the Black-Scholes option pricing model) and 82,500 stock warrants for financing fees valued at $287,629 (using the Black-Scholes option pricing model). Of the total 455,000 options and warrants awarded during the period 155,000 vested immediately and received full expense recognition during the three month period ended September 30, 2017. The remaining 300,000 options vest periodically over the next four years and will be expensed as they periodically vest. The fair value of stock options and warrants is estimated on the date of each award using the Black-Scholes option pricing model to value the stock option or warrant based on its terms and conditions. Number of Date Issued Exercise Price Risk-free Volatility Life of 75,000 01/16/17 $ 0.75 1.54 % 226.01 % 3.00 6,000,000 01/20/17 $ 0.15 1.54 % 220.00 % 3.00 3,000,000 01/20/17 $ 0.15 1.54 % 220.00 % 4.00 350,000 01/31/17 $ 0.15 1.19 % 132.84 % 1.93 100,000 02/01/17 $ 0.15 1.22 % 134.90 % 2.00 100,000 03/13/17 $ 0.15 1.40 % 144.84 % 2.00 20,000 03/21/17 $ 0.15 1.54 % 233.07 % 3.00 5,000 04/30/17 $ 0.75 1.45 % 219.35 % 3.00 1,700,000 05/05/17 $ 1.47 1.71 % 565.34 % 4.00 1,000,000 05/05/17 $ 1.47 1.32 % 202.99 % 2.00 80,000 05/31/17 $ 0.75 1.44 % 196.06 % 3.00 660,000 06/12/17 $ 2.50 1.64 % 589.85 % 4.00 5,000 06/30/17 $ 3.49 1.55 % 197.13 % 3.00 5,000 07/31/17 $ 3.50 1.51 % 170.61 % 3.00 300,000 07/31/17 $ 3.16 1.63 % 296.38 % 4.00 37,500 08/25/17 $ 2.50 1.62 % 170.38 % 3.00 25,000 08/31/17 $ 3.75 1.44 % 170.57 % 3.00 13,462,500 Number of Date Issued Exercise Price Risk-free Volatility Life of 500,000 03/15/17 $ 0.15 1.02 % 114.94 % 1.40 82,500 08/24/17 $ 3.00 1.63 % 285.16 % 4.00 582,500 Options* and Warrants 14,045,000 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | Note 11 Subsequent Events On October 23, 2017, the Company borrowed an additional $82,500 under the Convertible Note, the second borrowing made under the Convertible Note bringing the total cumulative borrowings to $247,500 and leaving $82,500 available for future borrowings under the Convertible Note. The underlying Convertible Note has a BCF relating to the $1.00 conversion price per common share which is well below the $4.40 closing price per share on October 23, 2017. The valuation of the BCF based on an intrinsic value of $3.40 per share and using a Black-Scholes pricing model is estimated, in the aggregate, to be approximately $289,000, $69,000 of which will be recorded as a contra-liability, or “discount”. The $69,000 amount is effectively a capped amount determined by the borrowed amount less the $7,500 OID of the lender and the $6,000 of direct transaction costs incurred by IronClad. See Note 6. | NOTE 6 SUBSEQUENT EVENTS On January 6, 2017, we entered into a Share Exchange Agreement with owners of InterLok Key Management, Inc., a Texas corporation wherein we agreed to issue 56,655,891 100 56,655,891 On January 16, 2017, the Delaney Equity Group, LLC received 75,000 0.15 75,000 0.75 On January 20, 2017 as previously reported on Form 3A these IronClad Officers received the following Class A common stock options at a purchase price of $ 0.15 January 6, 2018 • James D. McGraw, President: 1,000,000 shares per year over four years, for a total of 4,000,000 shares. And, a performance based option to purchase 10,000,000 shares at $1.00 per share if the stock price reaches $15 per share. • Daniel M. Lerner, Chief Technology: 1,000,000 per year over three year, for a total of 3,000,000 shares. • Jeff B. Barrett, Vice President of Planning: 250,000 per year over four years, for a total of 1,000,000 shares. • Len E. Walker, General Council: 250,000 shares per year over four years, for a total of 1,000,000 shares. On January 31, 2017, IronClad issued a Private Placement Memorandum (PPM) to accredited investors to sell up to 9,333,334 0.15 1,400,000 8,317,671 On January 31, 2017, per the terms of the Share Exchange Agreement on January 6, 2017, Paul A. Hatfield received 250,000 0.03 350,000 0.15 25,000 On February 1, 2017, Halliburton Investor Relations received options to purchase 100,000 0.15 On March 13, 2017, Lisa Morgan, an IronClad writing consultant, received options to purchase 100,000 shares of Class A common stock at $ 0.15 On March 15, 2017, two convertible notes, each in the amount of $ 30,000 200,000 0.15 400,000 250,000 0.15 On March 21, 2017, Mendy Ouzillou, an IronClad marketing consultant received options to purchase 20,000 0.15 All related financial information for the year ended December 31, 2016 for the private company, InterLok Key Management, Inc. is contained in a corresponding amended Form 8-K dated March 29, 2017. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Policy Text Block [Abstract] | ||
Basis of Accounting [Text Block] | Accounting Method The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Losses) Per Share Basic net income/loss per share was computed by dividing the net income/loss by the weighted average number of shares outstanding during the year. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time they were outstanding. The Company presents EPS on a combined basis because Class B common stock has all of the rights and privileges of Class A common stock, except for voting rights. See Note 1 and 3. Additionally, if the two class method were used the EPS would be identical. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. | |
Use of Estimates, Policy [Policy Text Block] | Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. | |
Substantial Doubt about Going Concern [Text Block] | Going Concern As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2017, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 7,859,960 931,443 Achievement of the Company's objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively manage product and software development, operating and capital costs. The Company is in a development stage and has generated no operating revenue, profits or positive cash flows from operations. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that IronClad will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. | Going Concern As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of December 31, 2016, the Company has no financial resources with which to achieve its objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 213,581 58,870 The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders. However there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implication of associated bankruptcy costs should the Company be unable to continue as a going concern. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The Company's financial instruments, as defined by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 825-10-50 Financial InstrumentsOverall The standards under ASC 820 Fair Value Measurement · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets measured at fair value other than cash and deposits at September 30, 2017 and at December 31, 2016. | Fair Value of Financial Instruments The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2016. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets measured at fair value at December 31, 2016. |
Income Tax, Policy [Policy Text Block] | Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition | Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition |
Capitalization of Internal Costs, Policy [Policy Text Block] | The Company capitalizes its legal, patent agent and related filing fees and costs associated with the patents it holds and is developing. The amounts are carried as an intangible asset in the financial statements. The costs of the patents or trademarks are amortized ratably (expensed) over the expected useful technological or economic life of the individual assets. The legal life of a patent is typically about 17 years. See Note 3. | |
Reclassifications [Text Block] | Certain prior year amounts have been reclassified to provide greater line item detail for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. This change in classification has no effect on previously reported cash flows in the Condensed Consolidated Statement of Cash Flows, and had no effect on the previously reported Condensed Consolidated Statements of Operations for any period | Reclassification Certain amounts in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. The reclassification had no effect on reported net losses, total assets or total equity. |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | New Accounting Pronouncements The Company has evaluated the authoritative guidance issued during the year ended December 31, 2016 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. |
Patents (Tables)
Patents (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | Patents and trademarks are as follows: September 30, September 30, Patents and trademarks under development $ 123,412 $ - Patents issued 398 398 Less accumulated amortization (353) (315) 45 83 Patents, net $ 123,457 $ 83 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
INCOME TAXES | ||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the deferred tax asset amounts at an anticipated tax rate of 35% for the periods ended September 30, 2017 and December 31, 2016 are as follows: September 30, December 31, Net operating losses carryforwards $ 2,901,083 $ 193,668 Deferred tax asset $ 1,015,379 $ 67,780 Valuation allowance for deferred asset (1,015,379) (67,780) Net deferred tax asset $ - $ - | Significant components of the deferred tax assets at an anticipated tax rate of 35 December 31, 2016 December 31, 2015 Net operating loss carryforwards 215,479 175,750 Deferred tax asset 75,418 61,500 Valuation allowance for deferred asset (75,418) (61,500) Net deferred tax asset - - |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The tables below summarize the assumptions used to estimate the fair values of the options and warrants: Number of Date Issued Exercise Price Risk-free Volatility Life of 75,000 01/16/17 $ 0.75 1.54 % 226.01 % 3.00 6,000,000 01/20/17 $ 0.15 1.54 % 220.00 % 3.00 3,000,000 01/20/17 $ 0.15 1.54 % 220.00 % 4.00 350,000 01/31/17 $ 0.15 1.19 % 132.84 % 1.93 100,000 02/01/17 $ 0.15 1.22 % 134.90 % 2.00 100,000 03/13/17 $ 0.15 1.40 % 144.84 % 2.00 20,000 03/21/17 $ 0.15 1.54 % 233.07 % 3.00 5,000 04/30/17 $ 0.75 1.45 % 219.35 % 3.00 1,700,000 05/05/17 $ 1.47 1.71 % 565.34 % 4.00 1,000,000 05/05/17 $ 1.47 1.32 % 202.99 % 2.00 80,000 05/31/17 $ 0.75 1.44 % 196.06 % 3.00 660,000 06/12/17 $ 2.50 1.64 % 589.85 % 4.00 5,000 06/30/17 $ 3.49 1.55 % 197.13 % 3.00 5,000 07/31/17 $ 3.50 1.51 % 170.61 % 3.00 300,000 07/31/17 $ 3.16 1.63 % 296.38 % 4.00 37,500 08/25/17 $ 2.50 1.62 % 170.38 % 3.00 25,000 08/31/17 $ 3.75 1.44 % 170.57 % 3.00 13,462,500 *The number of outstanding options above does not include an option awarded to the Company’s President to purchase 10,000,000 shares of Class A common stock at an exercise price of $1.00 per share. The option is only exercisable under certain limited circumstances, one of which is that the market price of the Class A common stock reaches a price of $15.00 per share. Once vested, these additional options must be exercised within two years of vesting. The number of options and warrants including these 10,000,000 options totals 24,045,000. |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Date Issued Exercise Price Risk-free Volatility Life of 500,000 03/15/17 $ 0.15 1.02 % 114.94 % 1.40 82,500 08/24/17 $ 3.00 1.63 % 285.16 % 4.00 582,500 Options* and Warrants 14,045,000 |
Organization, Recent History,22
Organization, Recent History, and Description of Businesses-Past and Present (Details Textual) - shares | Jan. 06, 2017 | Sep. 30, 2017 | Dec. 31, 2015 |
Entity Information, Former Legal or Registered Name | Butte Highlands Mining Company | ||
Entity Incorporation, State Country Name | Delaware | ||
Common Class A [Member] | |||
Conversion of Stock, Shares Converted | 56,655,891 | 115,319 | |
Conversion of Stock, Shares Issued | 56,655,891 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated deficit | $ (7,859,960) | $ (193,668) | $ (173,848) |
Working capital | $ 931,443 | $ 58,870 | |
Substantial Doubt about Going Concern, Management's Evaluation | The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that IronClad will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. | The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders. However there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2017 | |
Patents [Member] | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Patents (Details)
Patents (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Less accumulated amortization | $ (353) | $ (315) |
Finite Lived Intangible Assets Issued Net | 45 | 83 |
Patents, net | 123,457 | 83 |
Patents and trademarks under development [Member] | ||
Finite-Lived Intangible Assets, Gross | 123,412 | 0 |
Patents issued [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 398 | $ 398 |
Patents (Details Textual)
Patents (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Amortization of Intangible Assets | $ 23 | $ 23 |
Other Intangible Assets, Net | $ 123,412 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Textual) | Sep. 30, 2017USD ($) |
Maximum [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Payments for Other Fees | $ 15,249 | |
Operating Costs Incurred And Reimbursed To Related Party | $ 10,662 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Oct. 23, 2017 | Aug. 24, 2017 | Jun. 26, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 15, 2017 | Feb. 01, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Aug. 16, 2016 | Aug. 08, 2016 | |
Securities Purchase Agreement Aggregate Principal | $ 78,500 | ||||||||||||||
Convertible Notes Payable, Noncurrent | $ 0 | $ 0 | $ 210,000 | $ 150,000 | $ 30,000 | ||||||||||
Convertible Debt | $ 210,000 | $ 210,000 | |||||||||||||
Common Stock Issued For Convertible Debt Stock Issued | 1,400,000 | ||||||||||||||
Interest Paid | $ 6,115 | ||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | 3,500 | 387,629 | $ 0 | $ 387,629 | $ 0 | ||||||||||
Debt Instrument, Description | On August 24, 2017, in connection with the entry into the Investment Agreement, IronClad also issued a 10% convertible note (the “Convertible Note”) in an aggregate principal amount of $330,000 with a 10% original issue discount (“OID”). The initial consideration in the amount of $165,000 was funded on August 24, 2017. The Company received net proceeds of $150,000 (which represents the deduction of the 10% original issue discount for the note holder’s due diligence and legal fees). The Company may make additional borrowings in such amounts and at such dates as the note holder may choose in its sole discretion. The balance of an individual borrowings mature seven months from its funding date. The Convertible Note also has an embedded beneficial conversion feature (“BCF”) based on a stated conversion price of $1.00 per share. The market price of a share of IronClad’s common stock at the time of the first borrowing under the note was $3.50 thus establishing an intrinsic value of $2.50 on that date. | ||||||||||||||
Cash Proceeds From Securities Purchase Agreement Net | $ 75,000 | ||||||||||||||
Amortization of Debt Issuance Costs | 1,226 | ||||||||||||||
Convertible Notes Payable | 100,000 | $ 100,000 | $ 0 | ||||||||||||
Proceeds From Securities Purchase Agreement Accrued Interest Payable | $ 2,503 | ||||||||||||||
Amortization of Debt Discount (Premium) | 30,801 | 0 | |||||||||||||
Share Price | $ 0.15 | ||||||||||||||
Proceeds from Convertible Debt | $ 343,500 | $ 210,000 | |||||||||||||
Commitment Note [Member] | |||||||||||||||
Debt Instrument, Description | On August 24, 2017, IronClad entered into an Investment Agreement to establish an equity line of funding for the potential future issuance and purchase of IronClad’s shares of Class A common stock. See Note 7. As consideration for its commitment to purchase shares of IronClad’s Class A common stock pursuant to the Investment Agreement, IronClad issued to the counterparty of the agreement a 7 month 10% convertible promissory note (the “Commitment Note”) in the principal amount of $100,000. The Commitment Note matures on March 24, 2018. The Commitment Note is convertible into shares of IronClad’s Class A common stock at the fixed price of $3.25 per share; provided, however, that at any time and from time to time after a default (as of September 30, 2017, and to the date of the filing of this report, no events of default have occurred) occurs solely due to the fact the Commitment Note is not retired on or before the maturity date, all or any part of the Commitment Note is convertible into shares of Class A common stock of the Company at a per share price equal to the lower of: (a) $3.25 or (b) 65% of the average of the two lowest per share trading prices of the Class A common stock during the twenty consecutive trading days prior to the conversion date. The Commitment Note is included as a financing fee expense at the date of the transaction. The Commitment Note was to finance the $100,000 cost of the commitment fee to the counterparty of the Investment Agreement, and is accordingly included in the financing fee expenses for the period ended September 30, 2017. The amount of the commitment fee can be reduced by $35,000 or $17,500 if a registration statement registering the shares that would be issued under the equity line becomes effective within 90 or 135 days, respectively, of August 24, 2017. As of the filing date of this report the registration statement has not become effective. | ||||||||||||||
Convertible Note [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 15,000 | ||||||||||||||
Convertible Note Aggregate Principal Amount | $ 330,000 | ||||||||||||||
Convertible Note Initial Consideration | 165,000 | ||||||||||||||
Convertible Note Net Proceeds | $ 150,000 | ||||||||||||||
Intrinsic Value Per Share | $ 2.50 | ||||||||||||||
Amortization of Debt Discount (Premium) | $ 12,000 | ||||||||||||||
Share Price | $ 3.50 | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 424,407 | ||||||||||||||
Derivative Liability | 138,000 | ||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 27,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 0.15 | |||||||||||||
Share Price | $ 0.15 | $ 0.15 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 289,000 | ||||||||||||||
Proceeds from Convertible Debt | 75,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Note [Member] | |||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 7,500 | ||||||||||||||
Intrinsic Value Per Share | $ 3.40 | ||||||||||||||
Amortization of Debt Discount (Premium) | $ 6,000 | ||||||||||||||
Share Price | $ 4.40 | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 289,000 | ||||||||||||||
Net Proceeds from Convertible Debt | 75,000 | ||||||||||||||
Proceeds from Convertible Debt | 82,500 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 69,000 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Debt Instrument, Description | The note matures on March 30, 2018 and interest costs accrue on the unpaid principal balance at 12% annually until March 30, 2018, and after that if not paid at maturity interest accrues annually at 22% until the principal amount and all interest accrued and unpaid are paid. The holder of the note, at its sole election, may convert the note into shares of common stock of the Company at any time during the period beginning on the date which is one hundred and eighty days following the date of the note (dated June 26, 2017) and ending on the later of i) the maturity date, or ii) the date of payment of a default amount, if any. | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 5.00% | |||||||||||||
Convertible Debt [Member] | InterLok Key Management Inc [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.15 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2007 | Jan. 31, 2017 | Aug. 16, 2016 | Dec. 31, 2015 | Dec. 31, 1996 | Dec. 31, 1937 | |
Stock Issued During Period, Shares, Other | 75,000 | 1,400,000 | 500,000 | ||||||||||
Stock Issued During Period, Value, Other | $ 210,000 | $ 0 | $ 35,000 | ||||||||||
Authorized capital | 521,707,093 | ||||||||||||
Common Stock, Shares Authorized | 25,000,000 | 2,500,000 | |||||||||||
Common Stock, Class B, Shares Authorized | 1,707,093 | ||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 36,050 | $ 876,597 | |||||||||||
Common Stock, Shares Subscribed but Unissued | 35,343 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 75,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 217,500 | $ 11,250 | |||||||||||
Convertible Debt | $ 210,000 | $ 210,000 | |||||||||||
Subscriptions Receivable Collected | $ 81,481 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000 | ||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | ||||||||||||
Percentage Of Stockholder's Interest In Common Stock Outstanding | 76.00% | ||||||||||||
Stock Issued During Period, Shares, New Issues | 240,333 | 5,843,954 | |||||||||||
Shares Issued, Price Per Share | $ 2.90 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.15 | ||||||||||||
Stock Issued For Consulting Services Stock | 100,000 | ||||||||||||
Stock Issued For Investment Banking Services Stock | 37,500 | ||||||||||||
Stock Issued For Investment Banking Services Value | $ 131,250 | ||||||||||||
Convertible Notes Payable | $ 100,000 | $ 100,000 | $ 0 | ||||||||||
Convertible Note [Member] | |||||||||||||
Convertible Note Aggregate Principal Amount | $ 330,000 | ||||||||||||
Share Exchange Agreement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||||||||
Shares Issued, Price Per Share | $ 0.03 | ||||||||||||
Common Stock [Member] | |||||||||||||
Shares Issued, Price Per Share | 0.15 | ||||||||||||
Common Class A [Member] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | 500,000,000 | 500,000,000 | 23,292,907 | |||||||
Shares Issued, Price Per Share | $ 0.15 | ||||||||||||
Common Class B [Member] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common Stock, Shares Authorized | 1,707,093 | 1,707,093 | 1,707,093 | 1,707,093 | 1,707,093 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 115,319 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Net operating loss carryforwards | $ 2,901,083 | $ 193,668 | $ 175,750 |
Deferred tax asset | 1,015,379 | 67,780 | 61,500 |
Valuation allowance for deferred asset | (1,015,379) | (67,780) | (61,500) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent | 35.00% | 35.00% | |
Operating Loss Carryforwards | $ 2,901,083 | $ 215,480 | |
Valuation Allowances and Reserves, Period Increase (Decrease) | $ 947,599 | $ 13,920 |
Share Exchange Agreement (Detai
Share Exchange Agreement (Details Textual) - shares | Jan. 06, 2017 | Sep. 30, 2017 |
Business Acquisition, Name of Acquired Entity | InterLok Key Management, Inc. | |
Business Acquisition, Pro Forma Information, Description | The Share Exchange was treated as a reverse merger with InterLok Key Management, Inc. deemed, for accounting recognition purposes, the accounting acquirer and Butte Highlands Mining Company deemed the accounting acquiree under the acquisition method of accounting. The reverse merger is deemed a recapitalization and the unaudited pro forma consolidated financial statements of operations represent the substantive continuation of the operations and thus the financial statements of InterLok Key Management, Inc., while the capital structure (with respect to authorized, issued and outstanding shares of preferred and common stock) of Butte Highlands Mining Company--now using the name IronClad--remains intact. | |
Common Class A [Member] | InterLok Key Management Inc [Member] | ||
Number of Restricted Shares Agreed to Issue | 56,655,891 | |
Percentage of Outstanding Share Agree to Be Exchanged | 100.00% | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 56,655,891 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - $ / shares | Jun. 12, 2017 | May 05, 2017 | Mar. 15, 2017 | Mar. 13, 2017 | Feb. 01, 2017 | Aug. 31, 2017 | Aug. 25, 2017 | Aug. 24, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 21, 2017 | Jan. 31, 2017 | Jan. 20, 2017 | Jan. 16, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock Options Issued | [1] | 660,000 | 1,700,000 | 100,000 | 100,000 | 25,000 | 37,500 | 5,000 | 5,000 | 80,000 | 5,000 | 20,000 | 350,000 | 6,000,000 | 75,000 | 13,462,500 | ||
Fair Value Assumptions, Exercise Price | $ 2.50 | $ 1.47 | $ 0.15 | $ 0.15 | $ 3.75 | $ 2.50 | $ 3.50 | $ 3.49 | $ 0.75 | $ 0.75 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.75 | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.64% | 1.71% | 1.40% | 1.22% | 1.44% | 1.62% | 1.51% | 1.55% | 1.44% | 1.45% | 1.54% | 1.19% | 1.54% | 1.54% | ||||
Fair Value Assumptions, Expected Volatility Rate | 589.85% | 565.34% | 144.84% | 134.90% | 170.57% | 170.38% | 170.61% | 197.13% | 196.06% | 219.35% | 233.07% | 132.84% | 220.00% | 226.01% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | 4 years | 2 years | 2 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 1 year 11 months 5 days | 3 years | 3 years | ||||
Options And Warrants Outstanding | [1] | 14,045,000 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Fair Value Assumptions, Exercise Price | $ 0.15 | $ 3 | ||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.02% | 1.63% | ||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 114.94% | 285.16% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 24 days | 4 years | ||||||||||||||||
Warrants Issued | 500,000 | 82,500 | 582,500 | |||||||||||||||
Date Issued 01/20/17 [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock Options Issued | [1] | 3,000,000 | ||||||||||||||||
Fair Value Assumptions, Exercise Price | $ 0.15 | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.54% | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 220.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |||||||||||||||||
Date Issued 05/05/17 [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock Options Issued | [1] | 1,000,000 | ||||||||||||||||
Fair Value Assumptions, Exercise Price | $ 1.47 | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.32% | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 202.99% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||
Date Issued 07/31/17 [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock Options Issued | [1] | 300,000 | ||||||||||||||||
Fair Value Assumptions, Exercise Price | $ 3.16 | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.63% | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 296.38% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |||||||||||||||||
[1] | The number of outstanding options above does not include an option awarded to the Company’s President to purchase 10,000,000 shares of Class A common stock at an exercise price of $1.00 per share. The option is only exercisable under certain limited circumstances, one of which is that the market price of the Class A common stock reaches a price of $15.00 per share. Once vested, these additional options must be exercised within two years of vesting. The number of options and warrants including these 10,000,000 options totals 24,045,000. |
Stock Options and Warrants (D35
Stock Options and Warrants (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Options For Services And Contractual Obligations Associated With The Conversion Of Senior Convertible Notes Shares | 372,500 | 2,945,000 | 1,045,000 | |
Stock Options For Services And Contractual Obligations Associated With The Conversion Of Senior Convertible Notes Value | $ 261,991 | $ 4,657,850 | $ 1,305,565 | |
Stock Options To Officers Shares | 500,000 | 9,000,000 | ||
Stock Options To Officers Value | $ 731,659 | $ 622,045 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 455,000 | 3,445,000 | 10,145,000 | 455,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 155,000 | 85,000 | 1,045,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 300,000 | 3,360,000 | 9,883,470 | 300,000 |
Stock Issued During Period, Value, Stock Options Exercised | $ 3,750 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 25,000 | |||
Warrants Issued For Finance Fees Stock | 82,500 | |||
Warrants Issued For Finance Fees Value | $ 287,629 | |||
Limited Option Award Related Party | 10,000,000 | 10,000,000 | ||
Limited Option Award Related Party Exercise Price | $ 1 | $ 1 | ||
Options And Warrants Outstanding Including Limited Option Award | 24,045,000 | 24,045,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||
Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Limited Option Award Related Party Exercise Price | $ 15 | $ 15 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 15, 2017 | Mar. 13, 2017 | Feb. 01, 2017 | Jan. 06, 2017 | Oct. 23, 2017 | Mar. 27, 2017 | Mar. 21, 2017 | Jan. 31, 2017 | Jan. 20, 2017 | Jan. 16, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 |
Shares Issued, Price Per Share | $ 2.90 | ||||||||||||||||
Share Price | $ 0.15 | ||||||||||||||||
Proceeds from Convertible Debt | $ 343,500 | $ 210,000 | |||||||||||||||
Common Class A [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.15 | ||||||||||||||||
Common Stock, Class A, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
InterLok Key Management Inc [Member] | Common Class A [Member] | |||||||||||||||||
Number of Restricted Shares Agreed to Issue | 56,655,891 | ||||||||||||||||
Percentage of Outstanding Share Agree to Be Exchanged | 100.00% | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 56,655,891 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event, Description | On October 23, 2017, the Company borrowed an additional $82,500 under the Convertible Note, the second borrowing made under the Convertible Note bringing the total cumulative borrowings to $247,500 and leaving $82,500 available for future borrowings under the Convertible Note. | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jan. 6, 2018 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 100,000 | |||||||||||||||
Share Price | $ 0.15 | $ 0.15 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,500 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.15 | $ 1 | |||||||||||||||
Proceeds from Convertible Debt | $ 75,000 | ||||||||||||||||
Debt Instrument, Maturity Date | May 24, 2018 | ||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10.00% | ||||||||||||||||
Legal Fees | $ 6,000 | ||||||||||||||||
Sale of Stock, Price Per Share | $ 4.40 | ||||||||||||||||
Debt Instrument Beneficial Conversion Price | $ 3.40 | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 289,000 | ||||||||||||||||
Convertible Debt Instrument Liability Discount | 69,000 | ||||||||||||||||
Business Acquisition, Transaction Costs | $ 6,000 | ||||||||||||||||
Subsequent Event [Member] | Convertible Notes One [Member] | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 30,000 | ||||||||||||||||
Subsequent Event [Member] | President [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | James D. McGraw, President: 1,000,000 shares per year over four years, for a total of 4,000,000 shares. And, a performance based option to purchase 10,000,000 shares at $0.15 per share if the stock price reaches $15 per share. | ||||||||||||||||
Subsequent Event [Member] | Chief Technology [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Daniel M. Lerner, Chief Technology: 1,000,000 per year over three year, for a total of 3,000,000 shares. | ||||||||||||||||
Subsequent Event [Member] | Vice President of Planning [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Jeff B. Barrett, Vice President of Planning: 250,000 per year over four years, for a total of 1,000,000 shares. | ||||||||||||||||
Subsequent Event [Member] | General Council [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Len E. Walker, General Council: 250,000 shares per year over four years, for a total of 1,000,000 shares. | ||||||||||||||||
Subsequent Event [Member] | Former Director [Member] | |||||||||||||||||
Officers' Compensation | $ 25,000 | ||||||||||||||||
Subsequent Event [Member] | Marketing Consultant [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 20,000 | ||||||||||||||||
Share Price | $ 0.15 | ||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | On March 13, 2017, Lisa Morgan, an IronClad writing consultant, received options to purchase 100,000 shares of Class A common stock at $0.15 per share over a four year period at 25,000 shares per year, with an option period of twenty-four months. | ||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||||||
Number of Shares to be Sold | 9,333,334 | ||||||||||||||||
Maximum Amount of Proceeds to be Raised | $ 1,400,000 | ||||||||||||||||
Share Price | $ 0.15 | $ 0.15 | |||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 8,317,671 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 400,000 | ||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Investor One [Member] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 200,000 | ||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Former Director [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.03 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | ||||||||||||||||
Share Price | $ 0.15 | ||||||||||||||||
Subsequent Event [Member] | InterLok Key Management Inc [Member] | Common Class A [Member] | |||||||||||||||||
Number of Restricted Shares Agreed to Issue | 56,655,891 | ||||||||||||||||
Percentage of Outstanding Share Agree to Be Exchanged | 100.00% | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 56,655,891 | ||||||||||||||||
Subsequent Event [Member] | Delaney Equity Group LLC [Member] | Common Class A [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 75,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.15 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 75,000 | ||||||||||||||||
Share Price | $ 0.75 |