Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Gopher Protocol Inc. | ||
Entity Central Index Key | 1,471,781 | ||
Document Type | 10-K | ||
Trading Symbol | GOPH | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 7,976,362 | ||
Entity Common Stock, Shares Outstanding | 41,420,372 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 5,096 | $ 21,051 |
Accounts receivable | 25,974 | |
Prepaid expenses | 5,248 | 25,998 |
Total current assets | 10,344 | 73,023 |
Property and equipment, net | 699 | 2,046 |
Other assets | 7,500 | 12,250 |
Total assets | 18,543 | 87,319 |
Current liabilities: | ||
Accounts payable and accrued expenses | 767,720 | 162,265 |
Total current liabilities | 767,720 | 162,265 |
Convertible note payable, net | 53,852 | 38,924 |
Total liabilities | 821,573 | 201,189 |
Contingencies | ||
Stockholders'deficit : | ||
Common stock, $0.00001 par value, 500,000,000 shares authorized; 41,420,372 and 5,894,342 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 2,414 | 2,058 |
Treasury stock, at cost; 1,040 shares as of December 31, 2016 and December 31, 2015, respectively | (643,059) | (643,059) |
Additional Paid In Capital | 3,931,987 | 3,035,276 |
Accumulated deficit | (4,094,372) | (2,508,146) |
Total stockholders' deficit | (803,030) | (113,870) |
Total liabilities and stockholders'deficit | 18,543 | 87,319 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders'deficit : | ||
Total stockholders' deficit | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders'deficit : | ||
Total stockholders' deficit | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders'deficit : | ||
Preferred stock value | 1 | 1 |
Total stockholders' deficit | $ 1 | $ 1 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 41,420,372 | 5,894,342 |
Common stock, outstanding | 41,420,372 | 5,894,342 |
Treasury stock | 1,040 | 1,040 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 45,000 | 45,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 10,000 | 10,000 |
Preferred stock, issued | 700 | 700 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 100,000 | 100,000 |
Preferred stock, issued | 66,000 | 94,750 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Income from consulting activities | $ 165,000 | $ 90,000 |
Total revenues | 165,000 | 90,000 |
General and administrative expenses | 628,421 | 87,957 |
Stock compensation - Professional fees | 688,946 | 26,000 |
Marketing expenses | 126,838 | |
Accounting expenses | 52,524 | 30,315 |
Patent fees | 31,447 | |
Total expenses | 1,528,176 | 144,272 |
Loss from operations | (1,363,176) | (54,272) |
Other income (expense): | ||
Change in fair value - Warrants | (139,582) | |
Change in fair value - Derivative | (37,480) | |
Amortization - Debt discount | (39,726) | (35,368) |
Interest income | 1,935 | |
Interest expense | (6,262) | (8,411) |
Total other income (expense) | (223,050) | (41,844) |
Loss before income taxes | (1,586,226) | (96,116) |
Income tax expense | ||
Net loss | $ (1,586,226) | $ (96,116) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.08) | $ (0.03) |
Weighted average number of common shares outstanding: | ||
Basic and diluted (in shares) | 19,902,077 | 3,825,856 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDER DEFICITY - USD ($) | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock | Series C Convertible Preferred Stock Additional Paid-In Capital | Series D Convertible Preferred Stock Additional Paid-In Capital | Common Stock Additional Paid-In Capital | Common Stock Accumulated Deficit | Total |
Balances at beginning at Dec. 31, 2014 | $ 2,001 | $ (611,059) | $ 15,564 | $ 2,553,229 | $ (2,412,030) | $ (452,295) | ||||
Balances at beginning (in shares) at Dec. 31, 2014 | 45,000 | 700 | 115,672 | 40,008 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Series D Preferred Stock | $ 1 | |||||||||
Issuance of Series D Preferred Stock (in shares) | 100,000 | 999 | 1,000 | |||||||
Conversion by Financier 1-KBM | $ 6 | 9,994 | $ 10,000 | |||||||
Conversion by Financier 1-KBM (in shares) | 574,713 | |||||||||
Issuance of shares to Blackbridge | $ 48 | 92,800 | 92,848 | |||||||
Issuance of shares to Blackbridge (in shares) | 4,843,398 | |||||||||
Issuance of shares to settle debt | $ 500 | 197,217 | 197,717 | |||||||
Issuance of shares to settle debt (in shares) | 50,000,000 | |||||||||
Conversion by Financier 2-IBC | $ 4 | 6,121 | 6,125 | |||||||
Conversion by Financier 2-IBC (in shares) | 352,000 | |||||||||
Reduction of shares issued in connection with reverse stock split | $ (558) | 558 | ||||||||
Reduction of shares issued in connection with reverse stock split (in shares) | (55,829,818) | (42,168) | ||||||||
Conversion by Financier 1-KBM | 1,170 | 1,170 | ||||||||
Conversion by Financier 1-KBM (in shares) | 2,996 | |||||||||
Issuance of shares to counsel | 32,000 | 32,000 | ||||||||
Issuance of shares to counsel (in shares) | 3,200 | |||||||||
Return of shares issued to counsel to Treasury | $ (32,000) | (32,000) | ||||||||
Return of shares issued to counsel to Treasury (in shares) | (3,200) | 3,200 | ||||||||
BCF - Fully Discounted | 75,273 | 75,273 | ||||||||
Additional deposit with FAST (in shares) | 30 | |||||||||
Conversion of series D | $ 10 | $ (10) | ||||||||
Conversion of series D (in shares) | (1,000) | 1,000,000 | ||||||||
GV conversion Kurbatova | $ 1 | 375 | 375 | |||||||
GV conversion Kurbatova (in shares) | 49,819 | |||||||||
GV conversion Fichman | $ 1 | 375 | 375 | |||||||
GV conversion Fichman (in shares) | 49,818 | |||||||||
GV conversion Zicha | $ 1 | 375 | 375 | |||||||
GV conversion Zicha (in shares) | 49,818 | |||||||||
GV conversion Zicha | $ 1 | 375 | 375 | |||||||
GV conversion Zicha (in shares) | 49,818 | |||||||||
GV conversion | $ 3 | 1,972 | 1,975 | |||||||
GV conversion (in shares) | 262,378 | |||||||||
Reko conversion of 4,000 series D shares | $ 40 | (40) | ||||||||
Reko conversion of 4,000 series D shares (in shares) | (4,000) | 4,000,000 | ||||||||
BCF - Adjust after the conversion | ||||||||||
Adjust for the Blackbridge which was overbooked | (396) | (396) | ||||||||
Shares issued to consultant | 25,999 | |||||||||
Shares issued to consultant (in shares) | 100,000 | |||||||||
Conversion of Series D to common shares | $ 3 | (3) | ||||||||
Conversion of Series D to common shares (in shares) | (250) | 250,000 | ||||||||
Conversion of Asher note | $ 0 | 21,330 | 21,330 | |||||||
Conversion of Asher note (in shares) | 23,700 | |||||||||
Net earnings | (96,116) | (96,116) | ||||||||
Balances at ending at Dec. 31, 2015 | $ 1 | $ 2,058 | $ (643,059) | 15,564 | 947 | 3,018,765 | (2,508,146) | (113,870) | ||
Balances at ending (in shares) at Dec. 31, 2015 | 45,000 | 700 | 94,750 | 5,894,342 | 1,040 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of GV note | $ 2 | 1,700 | 1,702 | |||||||
Conversion of GV note (in shares) | 226,110 | |||||||||
Conversion of Series D to common shares | $ 9 | (9) | ||||||||
Conversion of Series D to common shares (in shares) | (920) | 920,000 | ||||||||
Conversion of Series D to common shares | $ 3 | (3) | ||||||||
Conversion of Series D to common shares (in shares) | (280) | 280,000 | ||||||||
Conversion of Series D to common shares | $ 9 | (9) | ||||||||
Conversion of Series D to common shares (in shares) | (920) | 920,000 | ||||||||
Conversion of Series D to common shares | $ 3 | (3) | ||||||||
Conversion of Series D to common shares (in shares) | (280) | 280,000 | ||||||||
Conversion of GV note | $ 2 | 1,503 | 1,505 | |||||||
Conversion of GV note (in shares) | 200,000 | |||||||||
Conversion of GV note | $ 3 | 2,255 | 2,258 | |||||||
Conversion of GV note (in shares) | 300,000 | |||||||||
Prepaid services - marketing | $ 1 | $ 12,998 | 12,998 | |||||||
Prepaid services - marketing (in shares) | 50,000 | |||||||||
Prepaid services - legal | $ 900,000 | $ 441,966 | ||||||||
Prepaid services - legal (in shares) | 9 | 233,973 | 233,982 | |||||||
Marketing expenses paid with a warrant | $ 139,582 | $ 139,582 | ||||||||
Rittman conversion series D | $ 87 | (87) | ||||||||
Rittman conversion series D (in shares) | (8,700) | 8,700,000 | ||||||||
Murray conversion series D | $ 87 | (87) | ||||||||
Murray conversion series D (in shares) | (8,700) | 8,700,000 | ||||||||
Direct communications series D | $ 90 | (90) | ||||||||
Direct communications series D (in shares) | (8,950) | 8,950,000 | ||||||||
Prepaid serivces legal | $ 17 | 441,949 | 441,966 | |||||||
Prepaid serivces legal (in shares) | 1,700,000 | |||||||||
Adjustment of shares to reconcile to transfer agent | $ 0 | 0 | ||||||||
Adjustment of shares to reconcile to transfer agent (in shares) | (80) | |||||||||
Change in fair market value of warrants issued for marketing services | 37,480 | 37,480 | ||||||||
Conversion of GV note | $ 15 | 11,276 | 11,291 | |||||||
Conversion of GV note in shares) | 1,500,000 | |||||||||
Conversion of GV note | $ 19 | 14,283 | 14,302 | |||||||
Conversion of GV note (in shares) | 1,900,000 | |||||||||
Net earnings | (1,586,226) | (1,586,226) | ||||||||
Balances at ending at Dec. 31, 2016 | $ 1 | $ 2,414 | $ (643,059) | $ 15,564 | $ 659 | $ 3,915,764 | $ (4,094,372) | $ (803,030) | ||
Balances at ending (in shares) at Dec. 31, 2016 | 45,000 | 700 | 66,000 | 41,420,372 | 1,040 |
STATEMENTS OF CHANGES IN STOCK6
STATEMENTS OF CHANGES IN STOCKHOLDER DEFICITY (Parenthetical) | Apr. 02, 2015shares |
Series D Convertible Preferred Stock [Member] | |
Number of convertible preferred stock | 1,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows Used by Operating Activities: | ||
Net loss | $ (1,586,226) | $ (96,116) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 1,347 | 1,347 |
Amortization of debt discount | 39,726 | 35,368 |
Amortization of prepaid filing fees | 5,248 | |
Shares issued for marketing services | 12,998 | 26,000 |
Shares issued for legal services | 675,948 | |
Warrant issued for marketing, marked to market | 177,062 | |
Preferred stock issuance | 1 | |
Writeoff of intangible asset | 1,000 | |
Changes in assets and liabilities: | ||
Other (non-current) assets | 4,750 | (12,250) |
Accounts receivable | 25,974 | (25,974) |
Prepaid expenses | 15,500 | (25,998) |
Accounts payable and accrued expenses | 605,456 | 109,262 |
Accrued interest on convertible notes payable | 6,261 | 8,411 |
Net cash provided by (used in) operating activities | (15,955) | 21,051 |
Net increase (decrease) in cash | (15,955) | 21,051 |
Cash, beginning of year | 21,051 | |
Cash, end of year | 5,096 | 21,051 |
SUPPLEMENTAL CASH PAID: | ||
Taxes paid | 800 | 800 |
NON-CASH ACTIVITIES: | ||
Shares issued to reduce notes payable | (31,058) | (254,665) |
Reduction of note payable through conversion | 31,058 | 255,223 |
Reclassification of par value for reverse stock split | $ 558 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Gopher Protocol Inc. (the “Company”, “we”, “us”, “our”, “Gopher”, “Gopher Protocol” or "GOPH”) was incorporated on July 22, 2009 under the laws of the State of Nevada and as off 2016 its headquartered in Santa Monica, California. Gopher is a development stage company that is creating innovative mobile microchip (ICs) and software technologies based on GopherInsight ™ GopherInsight ™ ™ ™ ™ |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Presentation and Basis of Financial Statements The accompanying financial statements include the accounts of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include depreciable lives of property and equipment, valuation of beneficial conversion feature debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the years ended December 31, 2016 and 2015. The Company has opted to expense all development costs associated with the development of its intellectual property. Fair value measurements Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. The carrying value of financial instruments, which include cash, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 8 post-split shares (38,000 pre-split) shares of its own shares. Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion, the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2016. The Company’s 2015 tax returns been filed. Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $45,000 and $22,500 for the fiscal quarters ended December 31, 2016 and 2015, respectively, and $165,000 and $90,000 for the fiscal years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, 100% of the Company’s revenue was related to IT service provided to the LLC for Dr. Rittman services, in connection with the development of the Company's Guardian Patch technology. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (Loss) Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. December 31, 2016 December 31, 2015 (Audited) (Audited) Shares outstanding 41,420,372 5,894,342 Convertible note 7,154,187 9,999,947 Preferred shares Series B 3,000 3,000 Series C 770 770 Series D 66,000,000 94,750,000 Warrants 93,750 - Dilutive shares 73,251,707 104,753,717 Fully-diluted 114,672,079 110,648,059 |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 3 - Liquidity and Going Concern The Company sustained net losses of $1,586,226 in this fiscal year, and our operating activities used $15,995. Our net loss was caused in part by a non-cash warrant expense of $177,062, which was revalued at December 31, 2016, and prepaid legal services valued at $675,948. The Company had a working capital deficit of $757,377, stockholders’ deficit of $803,030, and accumulated deficit of $4,094,372 at December 31, 2016. This raises substantial doubt about its ability to continue as a going concern. The Company is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. Per the Joint Venture agreement, Guardian LLC has committed to provide the Company with all its working capital needs, Guardian LLC’s commitment has decreased much of the risk of going concern. We plan to raise working capital that will allow us to conduct our business for the next 12 months. There is no guarantee regarding our ability to raise that capital. We expect to use the proceeds to fund our short-term capital requirements including paying administrative expenses associated with maintaining our public company’s filings for the next 12 months. In order to implement our business plan and pay various administrative expenses on a minimal basis for the next 12 months, we expect that we will need approximately $900,000, based on our expectation of about $75,000 monthly burn rate. The Company expects that its operating results will fluctuate significantly from quarter to quarter in the future, and will depend on a number of factors including the state of the worldwide economy and financial markets, which are outside the Company’s control. Guardian Patch, LLC, the Company’s JV partner, has committed to support the Company’s working capital needs, via short terms loans. Beyond working capital needs, however, the Company has decided to raise high-yield debt via a private placement that will likely be convertible into equity, at either a fixed or a variable conversion rate. Our financing plans and the exact type of debt that we seek will largely be contingent on our pre-sales campaign for the Sphere. The Company is planning to roll out an online pre-sales campaign for the Sphere starting in March 2017. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 4 - Prepaid Expenses On August 26, 2015, the Company finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky ("Consultant") pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. On or around November 17, 2016, the Company filed a complaint against Consultant in Superior Court of the State of California, County of Riverside, for Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing. The Consultant been served, but to date has not filed a defense. In June 2016, the Company recognized a prepaid expense for filing fees of $10,498. These prepaid fees are being amortized at $1,750 per quarter, and that expense has been recognized in this fiscal quarter. The current balance at December 31, 2016 is $5,248. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5 - Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2016 and 2015: Estimated Useful Lives 12/31/2016 12/31/2015 Computers and equipment 3 years $ 12,539 $ 12,539 Furniture 7 years 9,431 9,431 21,970 21,970 Less accumulated depreciation 21,271 19,924 $ 699 $ 2,046 Depreciation expense for the fiscal year was $1,347 for both fiscal years ended December 31, 2016 and 2015. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6 - Other Assets Exclusive License agreements The Company is the exclusive license holder for certain intellectual property relating to the GopherInsight technology. The Company has assigned all its rights as they relate to the Guardian Patch technology (the "Patch") to the LLC as consideration for the JV. Dr. Rittman's partners have commenced development of the product via a private LLC that has been incorporated under the name "Guardian Patch LLC" (the “LLC”). Certain private investors will provide all initial funding to the Company through the LLC for product development. The LLC will fund the development, and the Company will provide IT services through Dr. Rittman for a monthly fee. Dr. Rittman has signed an amendment employment agreement with the Company. As the Company is not a member of the LLC, the Company and the LLC have formed a Joint Venture (“JV”) for the purposes of developing and marketing the Patch. The LLC will be responsible for funding the development of the Patch. The Company will not need be required to invest funds in said JV. The Company responsibilities will be limited to the marketing of the product, where the marketing budget will be funded by the LLC. Moreover, the LLC has committed to provide the Company with working capital as needed. The Company has assigned and pledged to the LLC all its license derivative rights as they pertain to the Patch only. Dr. Rittman may be offered membership rights at some point in the future with the LLC, with which the Company is a JV partner, but is not equity member. The Company has agreed with the LLC that the same JV principles of the Company and the LLC for the Patch will apply for the other two products (Epsilon and Puzpix) which will be vested under designated LLCs that will be incorporated by the LLC members. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable As of December 31, 2016, the Company has only one convertible note outstanding with a third party (“PTPI Note”). The current note balance is $53,852, which includes $13,112 of accrued interest. At December 31, 2015, the Company had only this note outstanding as well. The balance at that time was $38,924, which included accrued interest of $6,851, and was net of debt discount. On January 22, 2015, the Company entered into an Exchange Agreement with the original holder of PTPI Note pursuant to which PTPI Note exchanged $75,273 in debt into a 10% Convertible Debenture in the principal amount of $75,273 (the “Note”). The PTPI Note matures January 21, 2017 (the “Maturity Date”) and interest associated with the Note I Note is 10% per annum, which is payable on the Maturity Date. The PTPI Note is convertible into shares of common stock of the Company, at the option of Note I, at a fixed conversion price of $0.00752734. The holder of the PTPI Note has agreed to restrict its ability to convert the PTPI Note and receive shares of common stock such that the number of shares of common stock held by it in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The PTPI Note was issued in reliance upon exemptions from registration pursuant to Section 3(a)(9) under the Securities Act of 1933. PTPI Note’s holder is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. In addition, on March 2, 2015, the Company and the holder of the PTPI Note amended that certain 10% Convertible Debenture (the “PTPI Note I Debenture”) which debt underlying the PTPI Note I Debenture was initially incurred on October 6, 2009 and exchanged for the Note I Debenture on January 19, 2014. The parties agreed that the conversion price in the PTPI Note I Debenture would not be impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273. The Company is under default per the terms of the PTPI Note, as at maturity in January 2017, the Company did not have sufficient free cash to pay off the note. The Company is in negotiations with the holder of the PTPI Note in good faith to resolve the situation. The Company cannot predict the result of such negotiations. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 8 - Stockholders’ Deficit Authorized Shares-Common stock Effective February 17, 2015, the Company filed with the State of Nevada a Certificate of Change to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 1,000 (the “Reverse Stock Split”). The effective date of the Reverse Stock Split was February 24, 2015. On or about February 24, 2015, the Company implemented a 1,000-1 reverse split, with no fractional shares allowed. In addition, the Company filed Articles of Merger (the “Articles”) with the Secretary of State of the State of Nevada to effectuate a name change. The Articles were filed to effectuate a merger between Gopher Protocol Inc., a Nevada corporation and a wholly owned subsidiary of the Company, and the Company, with the Company being the surviving entity. As a result, the Company’s name changed to “Gopher Protocol Inc.”. In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split was implemented by FINRA on February 23, 2015. Our new CUSIP number is 38268V 108. As a result of the name change, our symbol been changed following the Notification Period to GOPH. In April 2015, the Company amended it certificate of incorporation to increase the number of authorized shares of common stock, of the Company from 2,000,000 shares to 500,000,000 shares. Authorized Shares-Preferred stock The Company has authorized 20,000,000 Preferred Stock Series B shares, par value $0.00001; 10,000 Preferred Stock Series C shares authorized, par value $0.00001; and 100,000 Preferred Stock Series D shares, par value $0.00001. Common Shares: During the first fiscal quarter of 2015, Financier 1 received 574,713 additional shares for reducing its note balance by $12,629 and sold the remaining note balance of $21,330 to a third party. Financier 2 received 352,000 pre-split shares when it converted its remaining balance. Kirish received 50,000,000 pre-split shares worth $197,717 for assuming the Glendon note payable. On January 22, 2015, the Company entered into an Agreement with Fleming PLLC, pursuant to which the Company issued 3,200,000 shares of common stock to Fleming PLLC in consideration of the forgiveness of trade debt payable by the Company in the amount of $32,000. The agreement was canceled and 3,200,000 shares were returned to treasury as of December 31, 2016. On February 2, 2015, the Company’s transfer agent issued Blackbridge Capital, LLC (“Blackbridge”) 4,843,398 pre-split shares of common stock (the “Blackbridge Shares”) upon Blackbridge submitting a conversion notice converting a Convertible Promissory Note (the “Blackbridge Note”) in the principal amount of $90,000 plus interest. The Blackbridge Shares were issued without a standard restrictive legend as Blackbridge delivered a legal opinion to remove the restrictive legend under Rule 144 together with the conversion note. The Company believes that Blackbridge was in breach of the agreements entered with the Company in September 2014. The Company is contemplating commencing litigation against Blackbridge in connection with this matter. On May 9, holder of PTPI Note converted $1,500 of its debt payable to 199,273 shares of common stock. On May 15, holder converted $1,975 of its note payable to 262,378 shares of common stock. On August 26, 2015, the Company finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky ("Consultant") pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. The fair value of the services is $25,999. On April 2, 2015, a third party converted 1,000 Series D Preferred shares into 1,000,000 common shares. On May 11th, 2015, Reko Holdings, LLC converted 4,000 shares of its Series D Preferred Stock into 4,000,000 restricted common shares. On August 31, 2015, Direct Communications gave a notice of conversion to Company stating its intention to convert 250 Series D Preferred Shares to 250,000 common shares, which were issued on or around that date. On November 11, 2015, the Company issued 23,700 shares to convert the note that had been held by Financier 1, that was sold to a third party in March 2015. This note had a value of $21,330 at the time of the conversion. On or around March 8, 2016, the Company issued 226,110 common shares worth $1,702 to a third party that converted a portion of the PTPI Note, which was reduced by the same amount. On April 25, 2016, the Company issued 200,000 common shares worth $1,505 to a third party that converted a portion of the PTPI Note, which was reduced by the same amount. On June 9, 2016, the Company issued 300,000 common shares worth $2,258 to a third party that converted a portion of the PTPI Note, which was reduced by the same amount. On June 10, 2016, the Company entered into a consulting agreement with Waterford Group LLC ("Waterford") pursuant to which the Company engaged Waterford to provide sales and marketing consulting and advisory services to the Company in consideration of 100,000 shares of restricted common stock of the Company (the "Shares") and a common stock purchase warrant (the "Warrant") to acquire 750,000 shares of restricted common stock of the Company at an exercise price of $2.25 per share for a period of five (5) years. 50,000 of the Shares were issued to Waterford upon the execution of the Agreement. The warrant has been recorded as adjusting equity during this quarter. The Company believes that this agreement is in default, as the counterparty failed to deliver services under the agreement. As such, in the third fiscal quarter, the Company did not issue the shares or warrants in the third or fourth fiscal quarter, and does not intend to issue those items. The warrant has been expensed in 2016 in the amount of $177,062. On June 17, 2016, the Company engaged a law firm to provide certain legal services to the Company in consideration of 900,000 shares of common stock of the Company (the "Retainer Shares"). The value of these shares is $233,982 and this amount was recorded as legal expense. On June 23, 2016, the Company prepaid legal services for 12 months, with an effective date of January 7, 2016. On August 16, 2016, the retainer agreement dated June 17, 2016 (“Original Retainer Agreement”) entered by and between the Company and its legal firm was amended and restated provided legal services to the Company for a flat fee of 2,600,000 shares of common stock and a monthly cash flat fee. The Company issued an additional 1,700,000 shares valued at $441,966 to this law firm to cover legal costs that exceeded $233,982, per the amendment. On June 20, 2016, two holders (the "Preferred Stock Holders") of an aggregate of 2,400 shares of Series D Preferred Stock of the Company converted the Preferred Shares into an aggregate of 2,400,000 shares of common stock of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company. On August 9, 2016, the Preferred Stock Holders of an aggregate of 17,400 shares of Series D Preferred Stock of the Company executed conversion notices to convert the Preferred Shares into an aggregate of 17,400,000 shares of common stock of the Company at $0.01 per share. In addition, on August 9, 2016, Direct Communications, Inc. ("Direct Communications"), a holder of 8,950 shares of Series D Preferred Stock (the "Direct Communications Preferred Shares") of the Company executed a conversion notice to convert the Direct Communications Preferred Shares into 8,950,000 shares of common stock of the Company (the " Direct Communications Conversion Shares") at $0.01 per share. On or around September 30, 2016, a third party converted $11,291 of the PTPI Note into 1,500,000 shares. This reduced the overall principal balance on that note to $55,042. On or around October 26, 2016, a third party converted $14,302 of the PTPI Note into 1,900,000 shares. This reduced the overall principal balance on that note to $40,740. Including interest accrued at December 31, 2016, which includes interest accrued since early 2015, the note balance net of this conversion is $53,852. Treasury Stock On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program. Under the program, the Company is authorized to purchase up to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management. All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of December 31, 2013, the Company had repurchased 8-post-split shares (38,000 pre-split) shares of its common shares in the open market, which were returned to treasury. On December 31, 2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to treasury in connection with the dissolution of the licensing agreement with a third party. During the first quarter of 2015, Company’s counsel, who had previously been issued 32,000 shares as compensation, returned those shares to Treasury. As of December 31, 2016, the Company has 1,040 treasury shares at cost basis. Series B Preferred Shares On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the “Settlement Agreement”) whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes. Under the terms of the Settlement Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis. Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Settlement Agreement resulted in the settlement of all debts, liabilities and obligations between the parties. The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $0.30 per share representing 3,000 posts split (15,000,000 pre-split) common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights. These rights were subsequently removed, except in cases of stock dividends or splits. As of December 31, 2016 and 2015, there are 45,000 Series B Preferred Shares outstanding, respectively. Series C Preferred Shares On April 29, 2011, GV Global Communications, Inc. (“GV”) provided funding to the Company in the aggregate principal amount of $111,000 (the “Loan”). On September 25, 2012, the Company and GV entered into a Conversion Agreement pursuant to which the Company agreed to convert the Loan into 10,000 shares of Series C Preferred Stock of the Company, which was approved by the Board of Directors. Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company’s common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.002. The stated value is $11.00 per share (the “Stated Value”). The Series C Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of common stock that the Series C Preferred Stock shall be convertible into. GV has contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the Company’s common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the Company’s common stock. During the fiscal year ended December 31, 2014, GV Global Communications, Inc. converted 7,770 of its Series C Preferred Stock into 12,010 post-split (64,551,667 common shares pre-split). During the third quarter of 2014, the Company received 4,204 post-split (21,021,900 pre-split) common shares to adjust the shares issued to reflect the amount that both they and the Company believed that they were owed. At December 31, 2016, and at December 31, 2015, GV owns 700 Series C Preferred Shares. The issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. As of December 31, 2016 and 2015, there are 700 Series C Preferred Shares outstanding, respectively. Series D Preferred Shares Per the terms of the Exclusive License Agreement and in consideration of the licensing agreement signed between the Company and Hermes Roll LLC, the Company issued 100,000 shares of Series D Preferred Stock of the Company (the “Preferred Shares”). The preferred stock has a value of $ 1,000 based upon the cost of the license; due to the holder of license is the related party of the Company. The Preferred Shares have no liquidation rights. The Holder of the Preferred Shares will be entitled to vote on all matters submitted to shareholders of the Company on an as-converted basis. The Preferred Shares have a conversion price of $0.01 (the “Conversion Price”) and a stated value of $10.00 per share (the “Stated Value”). Subject to the Company increasing its authorized shares of common stock to 500,000,000, each Preferred Share is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. The issuance of the Preferred Shares was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. Hermes is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. On April 2, 2015, a third party converted 1,000 Series D Preferred shares into 1,000,000 common shares. On May 11th, 2015, Reko Holdings, LLC converted 4,000 shares of its Series D Preferred Stock into 4,000,000 restricted common shares. On November 31, 2015, Direct Communications gave a notice of conversion to Company stating its intention to convert 250 Series D Preferred Shares to 250,000 common shares, which were issued on or around that date. On June 20, 2016, two holders (the "Preferred Stock Holders") of an aggregate of 2,400 shares of Series D Preferred Stock (the "Preferred Shares") of the Company converted the Preferred Shares into an aggregate of 2,400,000 shares of common stock of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company. On August 9, 2016, two holders (the "Preferred Stock Holders") of an aggregate of 17,400 shares of Series D Preferred Stock (the "Preferred Shares") of the Company executed conversion notices to convert the Preferred Shares into an aggregate of 17,400,000 shares of common stock of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company. In addition, on August 9, 2016, Direct Communications, Inc. ("Direct Communications"), a holder of 8,950 shares of Series D Preferred Stock (the "Direct Communications Preferred Shares") of the Company executed a conversion notice to convert the Direct Communications Preferred Shares into 8,950,000 shares of common stock of the Company at $0.01 per share. The above issuances of common stock in connection with the conversions of the Series D Preferred Stock increases the number of shares of common stock of the Company by 26,350,000 shares. As of December 31, 2016, and as of December 31, 2015, there are 66,000 and 94,750 Series D Preferred Shares outstanding, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 9 - Related Parties Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. All of the Company’s revenue in 2016 is from IT services delivered to a single customer, Guardian LLC, which is a related party to the Company. The Company had revenue of $165,000 and $90,000 for the fiscal years ended December 31, 2016 and 2015, respectively. All expenses in the Company’s operations were incurred as a consequence of delivering Company’s obligations under the joint venture agreement between the parties to commercialize the technology that is being developed by the LLC. The Company had operating expenses of $1,528,176 and $144,272 for the fiscal years ended December 31, 2016 and 2015, respectively. On April 22, 2015, Michael Murray was appointed by the Company as the Chairman of the Board, CEO, and President of the Company. On March 4, 2015, the Company entered into a Territorial License Agreement with Hermes, which is the basis for the Company’s current operations. Mr. Murray is the owner of 9,900 shares of Series D Preferred Stock of the Company that is convertible at Mr. Murray’s election into 9,900,000 shares of common stock. To date, Mr. Murray has converted all of his Series D Preferred Stock into common shares of the Company. On June 30, 2015, the Company appointed Dr. Danny Rittman as Chief Technical Officer and a board member. On August 20, 2015, the Company entered into an agreement with Dr. Rittman On August 20, 2015, the Company entered into an agreement with Dr. Rittman On or around March 18, 2016 the Company and Dr. Danny Rittman entered into an agreement intended to clarify the relationship between Dr. Rittman and the Company and the ownership of certain technology in connection with certain agreements previously entered into between Company and Dr. Rittman and with third parties. Specifically, the Company entered into that certain Territorial License Agreement with Hermes Roll LLC dated March 4, 2015, which such agreement was amended to expand the related territorial license to a worldwide license pursuant to that certain Amended and Restated Territorial License Agreement dated June 16, 2015 (the "Amended and Restated Territorial License Agreement"), and that certain Letter Agreement (the "Letter Agreement") entered into between Dr. Rittman and the Company dated August 20, 2015. The aforementioned agreements were tied to the funding of the Company in the minimum amount of $5,000,000 (the "Required Funding") and the assignment to the Company and/or ownership by the Company of all past, present and future technology in the form of intellectual property, including, but not limited to patents, trademarks, domains, applications, social media pages (e.g. Twitter, LinkedIn and landing pages) (collectively, the "IP"), which such IP was paid for exclusively by Dr. Rittman and/or his affiliated companies, was contingent upon the Company obtaining the Required Funding by no later than October 30, 2015 (the "Contingency"). Accordingly, it was agreed to by the parties that (i) all inventions, improvements and developments made or conceived by the Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, would be the property of the Company subject to the Contingency. In the event the Contingency was not met, the Letter Agreement would be cancelled and rendered null and void. The Company acknowledged that the Company did not meet the Contingency, technically resulting in the cancellation of the Letter Agreement and rendering the Letter Agreement null and void. Moreover, the Company failed to meet its obligations under the Amended and Restated Territorial License Agreement, including the further development of the consumer heuristic technology platform, thereby creating a vacuum in its development in all aspects, including the ability to obtain funding, resulting in the need for Dr. Rittman’s partners to perform the necessary development work related to the above agreements. The original License Agreement will remain in place, while other agreements will be terminated and rendered null and void. Dr. Rittman will resign as an officer of the Company, but will remain as Director and technical consultant of the Company, and will accommodate the needs of the Company in return for compensation to be agreed by the parties. All intellectual property will remain in the possession of Dr. Rittman and his private partners, and the Company shall remain a licensee per the terms of the original Territorial License Agreement, and will develop the first product with Dr. Rittman and his partners. The Company is the exclusive license holder for certain intellectual property relating to GopherInsight technology. The Company has assigned all its rights as they relate to the Guardian Patch to the LLC as consideration for the JV. Dr. Rittman's partners have commenced development of the product via a private LLC that has been incorporated under the name "Guardian Patch LLC" (“LLC”). Certain private investors will provide all initial funding to the Company via the LLC for product development. The LLC will fund the development, and the Company will provide IT services via Dr. Rittman for a monthly fee. Dr. Rittman has signed an amendment employment agreement with the Company. As the Company is not a member of the LLC, the Company and the LLC have formed a Joint Venture (“JV”) for the purposes of developing and marketing the Patch. The LLC will be responsible for funding the development of the Patch. The Company will not need be required to invest funds in said JV. The Company responsibilities will be limited to the marketing of the product, where the marketing budget will be funded by the LLC. Moreover, the LLC has committed to provide the Company with working capital as needed. The Company has assigned and pledged to the LLC all its license derivative rights as they pertain to the Patch only. Dr. Rittman may be offered membership rights at some point in the future with the LLC, with which the Company is a JV partner, but is not equity member. The Company has agreed with the LLC that the same JV principles of the GPLLC for the patch will apply for the other two products (Epsilon and Puzpix) which will be vested under designated LLCs that will be incorporated by the LLC members. During the quarter ended December 31, 2016, 100% of the Company’s revenue was related to IT service provided to the LLC for Dr. Rittman services, in connection with the development of the Patch. In March 2016, the Company and Dr. Danny Rittman, Co-Chairman, CTO and a shareholder, entered into an agreement intended to clarify the relationship between Dr. Rittman and the Company and the ownership of certain technology in connection with certain agreements previously entered into between Company and Dr. Rittman and with third parties. Prior to these agreements, the Company is the exclusive license holder for certain intellectual property relating to Hermes’ system and method for scheduling categorized deliverables, according to demand, at the customer’s location based on smartphone application and/or via the internet. As a result of these agreements, the Company shall remain an exclusive licensee per the terms of the original License Agreement and will develop the first products with Dr. Rittman and his partners. On March 29, 2016, Gopher contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian Patch, LLC (the “Guardian LLC”) in consideration of 50% of the profit generated by Guardian LLC (the “Joint Venture”). Guardian LLC is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch. In addition, Guardian LLC is required to provide short term loans to Gopher on an as needed basis secured by Gopher’s economic interest in the Joint Venture. The Company will provide IT services to Guardian LLC for a monthly fee. Dr. Rittman has signed an amendment employment agreement with the Company. On July 21, 2016 members of the Guardian Patch LLC, together with Dr. Rittman, incorporated Alpha EDA, LLC (“Alpha”). The members of the LLC appointed Dr. Rittman as the manager of Alpha. The Company, the LLC and Alpha have agreed that all Epsilon Rights, as well as Puzpix rights, will be assigned to Alpha. Alpha and the Company entered into a JV agreement similar to the Patch Joint Venture agreement (as described above), whereby Alpha will fund all of its operational and developmental needs (software development, support, marketing and administrative), and the profits of Alpha will be distributed equally to the two equal Joint venture partners, Guardian Patch LLC and the Company. Alpha will hold all intellectual property rights related to software. Currently, three products will be owned by Alpha – the Epsilon software, the Puzpix social game and the Guardian Pack application. Regulatory The Company has commenced development, and the Company has completed the Statement of Work (SOW) for the Federal Communications Commission (“FCC”) survey to deploy the Company's Guardian Global Tracking Device within the continental US. The Company has also completed their transmitters/transceivers modules feasibility research. Although the Company can use open channels, and therefore is not required to comply with various FCC regulations relevant to the system, the Company has chosen to comply, and is complying with FCC regulations. The FCC regulates the limits of potentially harmful interference to licensed transmitters due to low power unlicensed transmitters. The Guardian Patch/Sphere system consists of advanced security protocols in order to maintain the global, private, fully-secured network. In addition, the Guardian Patch device needs to perform communication tasks across the globe providing breakthrough tracking features. The Company and its technology licensing partner, Guardian LLC, successfully completed thorough research that involved security, performance and FCC regulations compliance. Based on this research, a set of particular frequencies was chosen to be used by Guardian LLC. By the end of this year, the Company completed the design and construction of the Guardian Patch/Sphere circuit prototype device. The Company has completed the construction of 10 prototype units, and performed intensive testing program to be tested as a complete system in designated areas by the Company. On December 1, 2016, Guardian LLC issued Statement of Work for the Placement and Development of Guardian Sphere and its Base System. For this project, Guardian LLC has assembled a team of eight, including a Project Manager, CTO, digital and software engineers, a specialist algorithm mathematician and project leader. This team was assembled by Guardian LLC, and is based in the USA, Europe and Asia. Per the Joint Venture agreement, Guardian LLC is funding the SOW project through its sources. On June 20, 2016, two holders (the "Preferred Stock Holders") of an aggregate of 2,400 shares of Series D Preferred Stock (the "Preferred Shares") of the Company converted the Preferred Shares into an aggregate of 2,400,000 shares of common stock of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company. During 2016, the Company relocated its headquarters to 2500 Broadway, Suite F-125, Santa Monica, California. The Company pays approximately $5,000 per month in rent for this office space and paid a $7,500 security deposit that is classified in our financial statements contained herein as a prepaid expense. The lease is being paid for by Guardian LLC through reimbursement. On August 9, 2016, two holders (the "Preferred Stock Holders") of an aggregate of 17,400 shares of Series D Preferred Stock (the "Preferred Shares") of the Company executed conversion notices to convert the Preferred Shares into an aggregate of 17,400,000 shares of common stock of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company. Effective August15, 2016, the Employment Agreement of Mansour Khatib, our CMO, was amended and restated as follows: Upon the Company generating $1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary at the rate of $100,000 annually (the “Base Salary”); provided, however, that that Company shall pay to Executive $5,000 per month (the "Monthly Salary Advance") commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance on the Base Salary and shall continue to be paid to Executive until such time that the Company launches its Guardian Patch technology into the consumer markets. Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s payroll policy and practices. The Base Salary of the Executive may from time to time be increased, but not decreased, by the Board, in its absolute discretion, including potential bonuses." |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency [Abstract] | |
Contingencies | Note 10 - Contingencies Legal Proceedings From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company. In connection with the registration of GopherInside as a trademark, Intel Corporation has requested that the Company abandons the trademark in lieu of potential confusion with their trademark Intel Inside. The Company has taken the initial steps necessary to alleviate any concern Intel may have associated with mobile or computer platforms. Furthermore, the Company holds the opinion that GopherInside is by merit different from “Intel + Inside” as two separate words. Additionally, a simple online search yields 1,189 live non-Intel marks that include the word “INSIDE.” The Company learned that Intel filed on February 2, 2016 said Notice of Opposition to the trademark application. The Company decided not to object and agreed to abandon this trademark. On August 26, 2015, the Company finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky ("Consultant") pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. On or around November 17, 2016, the Company filed a complaint against Consultant in Superior Court of the State of California, County of Riverside, for Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing. The Consultant been served, but to date has not filed a defense. Warrants Liability On June 10, 2016, the Company entered into a consulting agreement with Waterford Group LLC ("Waterford") pursuant to which the Company engaged Waterford to provide sales and marketing consulting and advisory services to the Company in consideration of 100,000 shares of restricted common stock of the Company (the "Shares") and a common stock purchase warrant (the "Warrant") to acquire 750,000 shares of restricted common stock of the Company at an exercise price of $2.25 per share for a period of five (5) years. 50,000 of the Shares were issued to Waterford upon the execution of the Agreement. The Warrant vests on a quarterly basis in eight (8) equal quarterly installments each in the amount of 93,750 shares each quarter during the term of the Agreement. The first quarterly installment vested upon the execution of the Agreement and covers Q2 2016 and each subsequent quarterly installment vests each quarter thereafter. The warrant has been recorded as adjusting equity during this quarter. The Company believes that this agreement is in default, as the counterparty failed to perform or provide any services under the agreement. As such, the Company put Waterford on notice in writing during in the third fiscal quarter, that the Company did not issue shares or warrants during the third or fourth fiscal quarters, and does not intend to issue those items as it believes that Waterford is in default under its agreement. The Company has recorded a warrant expense of $177,062 in fiscal 2016. On or around January 23, 2017, the Company filed a complaint against Waterford and the Company’s Transfer Agent, in Superior Court of the State of California, County of Riverside. On February 1, 2017, the Company obtained a temporary restraining order that prohibits Waterford from (x) lifting the restricted legend from the 50,000 shares that it received in connection with signing the Agreement; (y) selling the 50,000 shares to another party; and, (z) from exercising the warrant on 93,750 shares that was issued and vested upon the execution of the Agreement. As ordered by the court, on February 9, 2016, the Company deposited a Corporate Surety Bond in the amount of $42,875 to secure the temporary restraining order. Stock Options – Advisory Board In connection with the Company's desire to retain highly qualified individuals to advise the Company with respect to certain aspects of its business, the Company has adopted an Advisory Board Charter, effective September 1, 2016, and has appointed four (4) members to its newly created Advisory Board, in order to advise the Company on the roll-out of its technologies, including its Guardian Patch "GOPHERINSIGHT™" circuit prototype device (the "Patch"). Each of the Company's Advisory Board members are seasoned veterans of the technology industry and are considered experts in their respective fields. All of the Advisory Board members hold PhD's from prestigious universities and are reputable figures within academia. The Advisory Board will advise the Company on a wide variety of technological issues, including R&D matters such as integrated circuit reliability and design concepts, EDA (Electronic Design Automation) software architecture and automation algorithms. In addition, each Advisory Board member's prior experience and current rolls in key technology industry positions will provide the Company with vastly more knowledge in the areas of mobile technology, physics and advanced mathematics. The Company's CTO, Dr. Danny Rittman, will serve as Chairman of the Advisory Board. Having been formed in September 2016, Advisory Board members will receive remuneration in the form of cash ($3,000 per quarter) and stock options in consideration of serving as Advisory Board members and each Advisory Board member's term will be one (1) year from the date of appointment or until a successor is duly elected. The Company intends to indemnify each Advisory Board member against any liability incurred while serving as an Advisory Board member. Each of the four members are entitled to 100,000 stock options with a life of 5 years and an exercise price of $2.50 per share. Options shall vest as follows: 40,000 shall vest immediately upon commencement of the advisory board, and 20,000 additional options shall vest every six months thereafter. The Company had its first advisory board meeting in the fourth quarter of fiscal 2016. Trademarks The Company received through Dr. Rittman, a Notice of Allowance for the "GOPHERINSIGHT" and "GOPHERNET" trademark applications (the "Trademark Applications") owned by Dr. Rittman, but considered to be Company property as the trademarks fall under the exclusive license agreement. The Notices of Allowance indicate that the USPTO has approved both Trademark Applications, providing the Company with the exclusive right to use the Trademarks in association with the goods listed in the Trademark Applications. The list of goods contained in the GOPHERNET trademark application is: Communications software for connecting microchips; Computer hardware, namely, wireless network extenders; Computer hardware, namely, wireless network repeaters; Computer networking hardware; Computer programs for connecting remotely to computers or computer networks; Computer programs for searching remotely for content on computers and computer networks; Microchip cards; Microchips; Mobile computing and operating platforms consisting of data transceivers, wireless networks and gateways for collection and management of data; Radio receivers and transmitters for monitoring and controlling light emitting diodes in a network of street lights and for processing emergency signals transmitted to individual street lights. The list of goods contained in the GOPHERINSIGHT trademark application is: Chip carriers, namely, semiconductor chip housings; Semiconductor chip sets; Semiconductor chip sets for use in mobile microchip and software system; Semiconductor chips; Semiconductor devices; Semiconductor power elements; and Semiconductors. SEC Matters On July 29, 2016, staff of the Atlanta Regional Office of the U.S. Securities and Exchange Commission (the "SEC" and the "Commission") advised the Company in a telephone conversation, followed by a written “Wells” notice, that it is has made a preliminary determination to recommend that the Commission file an enforcement action against the Company alleging violations of Section 13(a) of the Securities and Exchange Act of 1934 and Rules 13a-11, 13a-13 and 12b-20 thereunder. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the Company with an opportunity to respond to issues raised by the Commission and offer its perspective prior to any SEC decision to institute proceedings. These proceedings could result in the Company being subject to an injunction and cease and desist order from further violations of the securities laws as well as monetary penalties of disgorgement, pre-judgment interest and a civil penalty. As of December 31, 2016, the Company has prepaid 12 months of legal services in shares, valued at $441,966. |
Per Share Information
Per Share Information | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Per Share Information | Note 11 - Per Share Information Loss per share Basic loss per share of common stock is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share of common stock (“Diluted EPS”) is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents and convertible securities then outstanding. At December 31, 2016 and 2015, there were 73,251,707 and 104,753,717 of potentially dilutive post-split common stock equivalents outstanding, respectively. The potentially dilutive common stock equivalents at December 31, 2016 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 3,000 common shares, (ii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share, of which 700 shares remain unconverted, which remaining unconverted shares are convertible into 770 post-split common shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iii) the issuance of a note payable to GV Global which based on hypothetical conversion at December 31, 2016 would have converted into 7,154,320 post-split common shares, (iv) the issuance of 100,000 Series D Preferred Shares worth $120,000 to Vulcan, 34,000 of which have already been converted, the remainder (unconverted balance) of which given hypothetical conversion at December 31, 2016 would have converted to 66,000,000 post-split shares, and (v) the Waterford warrant on 93,750 shares. The potentially dilutive common stock equivalents at December 31, 2015 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 3,000 common shares, (ii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share, of which 700 shares remain unconverted, which remaining unconverted shares are convertible into 770 post-split common shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, (iii) the issuance of a Note I which based on hypothetical conversion at December 31, 2015 would have converted into 9,999,947 post-split common shares, and (iv) the issuance of 100,000 Series D Preferred Shares worth $120,000 to Vulcan, 5,250 of which have already been converted during this fiscal year, the remainder (unconverted balance) of which given hypothetical conversion at December 31, 2015 would have converted to 94,750,000 post-split shares. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on the net loss per common share. Share amounts are shown in post-split amounts to facilitate comparison between the periods. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 12 – Concentrations Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. There have been no losses in these accounts through December 31, 2016 and December 31, 2015. Concentration of revenue and accounts payable as of December 31, 2016 and December 31, 2015, the Company has one customer, which counts 100% of its revenue. Per the terms of the JV with the LLC, the LLC has committed to fund all Company’s needs, as well as needs of the JV. Failure of the LLC to provide the Company or the JV with said funding would represent a significant Credit Risk. As of December 31, 2016 the Company has a trade payable to Guardian LLC of approximately $660,132. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events Management has evaluated events that occurred subsequent to the end of the reporting period shown herein. On or around January 23, 2017, the Company filed a complaint against Waterford and the Company’s Transfer Agent, in Superior Court of the State of California, County of Riverside. On February 1, 2017 the Company obtained a temporary restraining order that prohibits Waterford from (x) lifting the restricted legend from the 50,000 shares that it received in connection with signing the Agreement; (y) selling the 50,000 shares to another party; and, (z) from exercising the warrant on 93,750 shares that was issued and vested upon the execution of the Agreement. As ordered by the court, on February 9, 2016, the Company deposited a Corporate Surety Bond in the amount of $42,875 to secure the temporary restraining order. On or around February 27, 2017, the Company was issued a stay of the temporary restraining order barring its transfer agent from providing shares in connection with the exercise of the first Waterford warrant on 93,750 shares that was provided to Waterford in connection with the execution of the engagement letter that was executed by the parties on or around June 10, 2016. Effective March 1, 2017, the Company relocated to smaller offices within the same office complex at which the Company had previously rented office space costing approximately $5,000 per month, including parking. The Company anticipates that the new office space will reduce office space costs by approximately 50% per month. On or around March 4, 2017 the Company and its JV partner, Guardian LLC, launched an online sales campaign for the Guardian Pet Tracker, which is being marketing under its brand name, the Guardian Orb. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Presentation and Basis of Financial Statements | Presentation and Basis of Financial Statements The accompanying financial statements include the accounts of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include depreciable lives of property and equipment, valuation of beneficial conversion feature debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the years ended December 31, 2016 and 2015. The Company has opted to expense all development costs associated with the development of its intellectual property. |
Fair value measurements | Fair value measurements Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. The carrying value of financial instruments, which include cash, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 8 post-split shares (38,000 pre-split) shares of its own shares. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion, the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2016. The Company’s 2015 tax returns been filed. |
Revenue Recognition | Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $45,000 and $22,500 for the fiscal quarters ended December 31, 2016 and 2015, respectively, and $165,000 and $90,000 for the fiscal years ended December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, 100% of the Company’s revenue was related to IT service provided to the LLC for Dr. Rittman services, in connection with the development of the Company's Guardian Patch technology. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
(Loss) Per Share | (Loss) Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. December 31, 2016 December 31, 2015 (Audited) (Audited) Shares outstanding 41,420,372 5,894,342 Convertible note 7,154,187 9,999,947 Preferred shares Series B 3,000 3,000 Series C 770 770 Series D 66,000,000 94,750,000 Warrants 93,750 - Dilutive shares 73,251,707 104,753,717 Fully-diluted 114,672,079 110,648,059 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. December 31, 2016 December 31, 2015 (Audited) (Audited) Shares outstanding 41,420,372 5,894,342 Convertible note 7,154,187 9,999,947 Preferred shares Series B 3,000 3,000 Series C 770 770 Series D 66,000,000 94,750,000 Warrants 93,750 - Dilutive shares 73,251,707 104,753,717 Fully-diluted 114,672,079 110,648,059 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of December 31, 2016 and 2015: Estimated Useful Lives 12/31/2016 12/31/2015 Computers and equipment 3 years $ 12,539 $ 12,539 Furniture 7 years 9,431 9,431 21,970 21,970 Less accumulated depreciation 21,271 19,924 $ 699 $ 2,046 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares outstanding | 41,420,372 | 5,894,342 |
Convertible note | 7,154,187 | 9,999,947 |
Number of potentially dilutive securities | 114,672,079 | 110,648,059 |
Warrant [Member] | ||
Number of potentially dilutive securities | 93,750 | |
Dilutive sharest [Member] | ||
Number of potentially dilutive securities | 73,251,707 | 104,753,717 |
Series B Convertible Preferred Stock [Member] | ||
Preferred shares | 3,000 | 3,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred shares | 770 | 770 |
Series D Convertible Preferred Stock [Member] | ||
Preferred shares | 66,000,000 | 94,750,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 25, 2011 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2011 | |
Revenues | $ 165,000 | $ 90,000 | ||||
Treasury Stock [Member] | ||||||
Stock issued during period, shares, stock splits | 200 | 8 | 8 | |||
Number of shares bought back | 38,000 | 38,000 | ||||
Guardian Patch LLC [Member] | Advisory Board [Member] | ||||||
Revenue percentage | 100.00% |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net losses | $ (1,586,226) | $ (96,116) | |
Cash provided for operating activities | (15,955) | 21,051 | |
Working capital deficit | 757,377 | ||
Stockholders' deficit | 803,030 | 113,870 | $ 452,295 |
Accumulated deficit | 4,094,372 | $ 2,508,146 | |
Non-cash warrant expense | 177,062 | ||
Prepaid legal services | $ 675,948 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Jun. 17, 2016 | Aug. 26, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Prepaid expense | $ 5,248 | $ 25,998 | |||
Number of shares issued upon services | 900,000 | ||||
Fair value of services | $ 233,982 | ||||
Amortized prepaid fees, per quarter | $ 1,750 | ||||
Filing Fees [Member] | |||||
Prepaid expense | $ 10,498 | ||||
Michael Korsunsky [Member] | Consulting Agreement [Member] | |||||
Number of shares issued upon services | 100,000 | ||||
Fair value of services | $ 26,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 21,970 | $ 21,970 |
Less accumulated depreciation | 21,271 | 19,924 |
Property and equipment, net | 699 | 2,046 |
Computer And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,539 | 12,539 |
Estimated Useful Lives | 3 years | |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,431 | $ 9,431 |
Estimated Useful Lives | 7 years |
Property and Equipment, Net (29
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 1,347 | $ 1,347 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Detail Narrative) - Convertible Notes Payable ("Note I") [Member] - USD ($) | May 09, 2015 | Jan. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Note payable, principal amount | $ 75,273 | $ 46,344 | $ 38,924 | |
Note payable, interest rate | 10.00% | |||
Conversion price (in dollars per share) | $ 0.00752734 | |||
Note maturity date | Jan. 21, 2017 | |||
Note payable converted amount | $ 1,500 | $ 75,273 | ||
Percentage of issued and outstanding shares after conversion | 4.99% | |||
Amount of beneficial conversion | $ 75,273 | |||
Accrued interest | $ 13,112 | $ 6,851 | ||
Description of debt conversion price | Impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273. |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 26, 2016USD ($)shares | Sep. 09, 2016USD ($)shares | Aug. 09, 2016$ / sharesshares | Jun. 20, 2016$ / sharesshares | Jun. 17, 2016USD ($)shares | Jun. 10, 2016$ / sharesshares | Apr. 25, 2016USD ($)shares | Mar. 18, 2016USD ($) | Mar. 08, 2016USD ($)shares | Nov. 11, 2015USD ($)shares | Aug. 26, 2015USD ($)shares | May 15, 2015USD ($)shares | May 11, 2015shares | May 09, 2015USD ($)shares | Apr. 02, 2015shares | Feb. 02, 2015USD ($)shares | Jan. 22, 2015USD ($)$ / sharesshares | Sep. 25, 2012$ / sharesshares | Nov. 02, 2011$ / sharesshares | Feb. 24, 2015 | Dec. 31, 2014shares | Apr. 25, 2011shares | Mar. 31, 2015USD ($)shares | Dec. 31, 2016USD ($)Number$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013shares | Dec. 31, 2011shares | Sep. 30, 2015shares | Aug. 30, 2015shares | Apr. 30, 2015shares | Apr. 22, 2015shares | Mar. 20, 2015$ / shares | Mar. 04, 2015USD ($)$ / sharesshares | Apr. 29, 2011USD ($) |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||
Treasury stock | 1,040 | 1,040 | 1,040 | |||||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 1,000-1 reverse split, with no fractional shares allowed. | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services (in shares) | 900,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period value, issued for services | $ | $ 233,982 | |||||||||||||||||||||||||||||||||||
Fair market value of the warrant | $ | $ 139,582 | |||||||||||||||||||||||||||||||||||
Original Retainer Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Total number of shares issued for flat fee | 2,600,000 | |||||||||||||||||||||||||||||||||||
Value addition number of shares for flat fee | $ | $ 441,966 | |||||||||||||||||||||||||||||||||||
Addition number of shares for flat fee | 1,700,000 | |||||||||||||||||||||||||||||||||||
Legal services | $ | $ 233,982 | |||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||
Preferred stock, value | $ | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||
Preferred stock, issued | 66,000 | 17,400 | 1,000,000 | 66,000 | 94,750 | |||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 66,000 | 66,000 | 94,750 | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,000 | |||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||
Preferred stock, issued | 700 | 700 | 700 | 700 | ||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock, issued | 45,000 | 45,000 | 45,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 45,000 | 45,000 | 45,000 | |||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 15,000,000 | |||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||||
Preferred stock par or stated value per share two | $ / shares | $ 100 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 3,000 | |||||||||||||||||||||||||||||||||||
Treasury Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Treasury stock | 1,040 | 1,040 | ||||||||||||||||||||||||||||||||||
Stock repurchase program, number of shares authorized to be repurchased | 1,000,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 200 | 8 | 8 | |||||||||||||||||||||||||||||||||
Number of shares bought back | 38,000 | 38,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services (in shares) | 32,000 | |||||||||||||||||||||||||||||||||||
Third Party [Member] | Convertible Notes Payable ("Note I") [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, issued | 11,291 | 11,291 | ||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, additional shares | 55,042 | |||||||||||||||||||||||||||||||||||
Amortization of shares | $ | $ 8,698 | |||||||||||||||||||||||||||||||||||
Unamortized balance of shares | $ | $ 46,344 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock Holders [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 17,400,000 | 2,400,000 | ||||||||||||||||||||||||||||||||||
Number of shares converted | 17,400 | 2,400 | ||||||||||||||||||||||||||||||||||
Shares price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||
Dr. Rittman [Member] | Amended And Restated Territorial License Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Value of share issued | $ | $ 5,000,000 | |||||||||||||||||||||||||||||||||||
Vulcan [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, issued | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||
Number of shares converted | 5,250 | |||||||||||||||||||||||||||||||||||
Advisory Board [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 9,900,000 | |||||||||||||||||||||||||||||||||||
Advisory Board [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 9,900 | |||||||||||||||||||||||||||||||||||
Michael Murray [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 9,900,000 | |||||||||||||||||||||||||||||||||||
Michael Murray [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 9,900 | |||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 500,000,000 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 2,000,000 | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable ("Note I") [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 14,302 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 1,900,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 300,000 | 200,000 | 226,110 | |||||||||||||||||||||||||||||||||
Value of share issued | $ | $ 2,258 | $ 1,505 | $ 1,702 | |||||||||||||||||||||||||||||||||
Interest accrued | $ | $ 53,852 | |||||||||||||||||||||||||||||||||||
Gv Global Communications Inc [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 111,000 | |||||||||||||||||||||||||||||||||||
Gv Global Communications Inc [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 700 | 700 | 700 | 700 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 7,770 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 64,551,667 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, additional shares | 21,021,900 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 12,010 | |||||||||||||||||||||||||||||||||||
Stock issued during period, additional shares, stock splits | 4,204 | |||||||||||||||||||||||||||||||||||
Third Party Financier Note One [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 12,629 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 574,713 | |||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 21,330 | $ 21,330 | ||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 23,700 | |||||||||||||||||||||||||||||||||||
GV Global Note Payable [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 1,975 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 262,378 | |||||||||||||||||||||||||||||||||||
Reko Holdings, LLC [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, issued | 4,000,000 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 4,000 | |||||||||||||||||||||||||||||||||||
Converted instrument type | On May 11th, 2015, Reko Holdings, LLC converted 4,000 shares of its Series D Preferred Stock into 4,000,000 restricted common shares. | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable ("Note I") [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 1,500 | $ 75,273 | ||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 199,273 | |||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.00752734 | |||||||||||||||||||||||||||||||||||
Description of terms of conversion feature | Impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273. | |||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | |||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ | $ 46,344 | $ 75,273 | $ 46,344 | $ 38,924 | ||||||||||||||||||||||||||||||||
Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Converted instrument type | On April 2, 2015, a third party converted 1,000 Series D Preferred shares into 1,000,000 common shares. | |||||||||||||||||||||||||||||||||||
Blackbridge Capital, LLC [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 90,000 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 4,843,398 | |||||||||||||||||||||||||||||||||||
Commitment fee | $ | $ 92,848 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 4,843,398 | |||||||||||||||||||||||||||||||||||
Fleming PLLC [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, debt forgiveness | 3,200,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period, value, debt forgiveness | $ | $ 32,000 | |||||||||||||||||||||||||||||||||||
Treasury stock | 3,200,000 | 3,200,000 | ||||||||||||||||||||||||||||||||||
Gv Global Communications Inc [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock par or stated value per share two | $ / shares | $ 11 | |||||||||||||||||||||||||||||||||||
Description of terms of conversion feature | Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Companys common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.002. | |||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.90% | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 10,000 | |||||||||||||||||||||||||||||||||||
Glendon Note Payable And Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 197,717 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 50,000,000 | |||||||||||||||||||||||||||||||||||
Third Party Financier Note Two [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 352,000 | |||||||||||||||||||||||||||||||||||
Direct Communications, Inc. ("Direct Communications") [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 8,950,000 | |||||||||||||||||||||||||||||||||||
Shares price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||
Direct Communications, Inc. ("Direct Communications") [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, issued | 8,950 | |||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 8,950,000 | |||||||||||||||||||||||||||||||||||
Number of shares converted | 8,950 | |||||||||||||||||||||||||||||||||||
Increase in number of common stock after conversion | 26,350,000 | |||||||||||||||||||||||||||||||||||
Michael Korsunsky [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services (in shares) | 100,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period value, issued for services | $ | $ 26,000 | |||||||||||||||||||||||||||||||||||
Blackbridge Capital, LLC [Member] | 5% Convertible Promissory Note Due December 16, 2014 [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ | $ 90,000 | |||||||||||||||||||||||||||||||||||
Waterford Group LLC [Member] | Restricted Common Stock [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services (in shares) | 100,000 | 50,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period value, issued for services | $ | $ 12,999 | |||||||||||||||||||||||||||||||||||
Remaining number of shares | 12,500 | |||||||||||||||||||||||||||||||||||
Waterford Group LLC [Member] | Warrant [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 750,000 | 93,750 | ||||||||||||||||||||||||||||||||||
Number of quarterly installments | Number | 8 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.25 | |||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||
Fair market value of the warrant | $ | $ 177,062 | |||||||||||||||||||||||||||||||||||
Micrologic Design Automation Inc [Member] | Treasury Stock [Member] | Evaluation License Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 40,000 | |||||||||||||||||||||||||||||||||||
Number of shares bought back | 200,000,000 | |||||||||||||||||||||||||||||||||||
Hermes Roll LLC [Member] | Series D Convertible Preferred Stock [Member] | Hermes Roll LLC (Territorial License Agreement) [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 500,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, value | $ | $ 1,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, issued | 100,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 1,000 | |||||||||||||||||||||||||||||||||||
Direct Communications [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred stock, issued | 250 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 25,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Aug. 15, 2016 | Aug. 09, 2016 | Jun. 20, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Apr. 22, 2015 | Apr. 02, 2015 | Nov. 02, 2011 |
Related Party Transaction [Line Items] | |||||||||
Revenue for providng IT services | $ 165,000 | $ 90,000 | |||||||
Rent for office space | 5,000 | ||||||||
Security deposit | 7,500 | ||||||||
Operating expenses | $ 1,528,176 | $ 144,272 | |||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 66,000 | 94,750 | |||||||
Number of common shares issued from conversion | 1,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 45,000 | 45,000 | |||||||
Number of common shares issued from conversion | 3,000 | ||||||||
Mr. Mansour Khatib [Member] | Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Description of compensation and other benefits | Upon the Company generating $1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary at the rate of $100,000 annually (the “Base Salary”); provided, however, that that Company shall pay to Executive $5,000 per month (the "Monthly Salary Advance") commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance on the Base Salary and shall continue to be paid to Executive until such time that the Company launches its Guardian Patch technology into the consumer markets. | ||||||||
Preferred Stock Holders [Member] | Series D Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares converted | 17,400 | 2,400 | |||||||
Number of common shares issued from conversion | 17,400,000 | 2,400,000 | |||||||
Shares price (in dollars per shares) | $ 0.01 | $ 0.01 | |||||||
Vulcan [Member] | Series D Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares converted | 5,250 | ||||||||
Third Party [Member] | Convertible Notes Payable ("Note I") [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common shares issued from conversion | 1,500,000 | ||||||||
Advisory Board [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 9,900,000 | ||||||||
Advisory Board [Member] | Series D Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 9,900 | ||||||||
Michael Murray [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 9,900,000 | ||||||||
Michael Murray [Member] | Series D Convertible Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, outstanding | 9,900 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) | Jun. 17, 2016USD ($)shares | Jun. 10, 2016$ / sharesshares | Nov. 11, 2015shares | Aug. 26, 2015USD ($)shares | May 09, 2015USD ($) | Feb. 02, 2015USD ($) | Jan. 22, 2015USD ($) | Jun. 16, 2014USD ($)shares | Sep. 25, 2012shares | Mar. 31, 2015USD ($)shares | Jun. 30, 2014USD ($) | Dec. 31, 2016USD ($)Number$ / sharesshares | Dec. 31, 2015USD ($)shares | Sep. 30, 2014USD ($) |
Stock issued during period, shares, issued for services (in shares) | shares | 900,000 | |||||||||||||
Stock issued during period value, issued for services | $ 233,982 | |||||||||||||
Fair market value of the warrant | $ 139,582 | |||||||||||||
Debt discount amortization expense | 39,726 | $ 35,368 | ||||||||||||
Decreased in earnings | $ 140,608 | |||||||||||||
Decreased in cash flows used by operations | 90,000 | |||||||||||||
Legal services | $ 441,966 | |||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||
Stock issued during period, shares, new issues | shares | 10,000 | 10,000 | ||||||||||||
Treasury Stock [Member] | ||||||||||||||
Stock issued during period, shares, issued for services (in shares) | shares | 32,000 | |||||||||||||
Advisory Board [Member] | ||||||||||||||
Quarterly officer remuneration | $ 3,000 | |||||||||||||
Employment service term | 1 year | |||||||||||||
Number of advisory board members | Number | 4 | |||||||||||||
Number of option issued to each member | shares | 100,000 | |||||||||||||
Expiration period | 5 years | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||
Advisory Board [Member] | Vesting Tranche One [Member] | ||||||||||||||
Number of shares vested | shares | 40,000 | |||||||||||||
Advisory Board [Member] | Vesting Tranche Two [Member] | ||||||||||||||
Number of shares vested | shares | 20,000 | |||||||||||||
Advisory Board [Member] | Vesting Tranche Three [Member] | ||||||||||||||
Number of shares vested | shares | 20,000 | |||||||||||||
Advisory Board [Member] | Vesting Tranche Four [Member] | ||||||||||||||
Number of shares vested | shares | 20,000 | |||||||||||||
Third Party Financier Note One [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 12,629 | |||||||||||||
Stock issued during period, shares, new issues | shares | 23,700 | |||||||||||||
Convertible Notes Payable ("Note I") [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 1,500 | $ 75,273 | ||||||||||||
Fair value embedded conversion option | $ 75,273 | |||||||||||||
Blackbridge Capital, LLC [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 90,000 | |||||||||||||
Gv Global Communications Inc [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||||
Stock issued during period, shares, new issues | shares | 10,000 | |||||||||||||
Glendon Note Payable And Accrued Interest [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 197,717 | |||||||||||||
Michael Korsunsky [Member] | Consulting Agreement [Member] | ||||||||||||||
Stock issued during period, shares, issued for services (in shares) | shares | 100,000 | |||||||||||||
Stock issued during period value, issued for services | $ 26,000 | |||||||||||||
Blackbridge Capital, LLC [Member] | 5% Convertible Promissory Note Due December 16, 2014 [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 90,000 | |||||||||||||
Number of shares for equity line commitment | shares | 90,000,000 | |||||||||||||
Fair value embedded conversion option | $ 82,210 | |||||||||||||
Debt discount amortization expense | 6,289 | |||||||||||||
Additional interest expense | $ 344 | |||||||||||||
Note payable, net | $ 14,424 | |||||||||||||
Unamortized debt discount | $ 75,921 | |||||||||||||
Remeasured fair value embedded conversion option | 126,184 | |||||||||||||
Change fair market value of the embedded derivative | $ 43,974 | |||||||||||||
Waterford Group LLC [Member] | Restricted Common Stock [Member] | Consulting Agreement [Member] | ||||||||||||||
Stock issued during period, shares, issued for services (in shares) | shares | 100,000 | 50,000 | ||||||||||||
Stock issued during period value, issued for services | $ 12,999 | |||||||||||||
Remaining number of shares | shares | 12,500 | |||||||||||||
Waterford Group LLC [Member] | Warrant [Member] | Consulting Agreement [Member] | ||||||||||||||
Stock issued during period, shares, new issues | shares | 750,000 | 93,750 | ||||||||||||
Number of quarterly installments | Number | 8 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.25 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Fair market value of the warrant | $ 177,062 |
Per Share Information (Details
Per Share Information (Details Narrative) - USD ($) | Nov. 11, 2015 | Sep. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 09, 2016 | Sep. 30, 2015 | Apr. 02, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Potentially dilutive common stock equivalents outstanding | 73,251,707 | 104,753,717 | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 114,672,079 | 110,648,059 | ||||||
Waterford warrant | 34,000 | |||||||
Series D Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Preferred stock, shares issued | 66,000 | 94,750 | 17,400 | 1,000,000 | ||||
Series C Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of conversion of debt securities | 770 | 770 | ||||||
Stock issued during period, shares, new issues | 10,000 | 10,000 | ||||||
Stock price (in dollars per share) | $ 100 | |||||||
Preferred stock, shares issued | 700 | 700 | 700 | |||||
Percentage of issued and outstanding shares after conversion | 4.99% | 4.99% | ||||||
Unconverted shares | 700 | 700 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock | 45,000 | 45,000 | ||||||
Incremental common shares attributable to dilutive effect of conversion of debt securities | 3,000 | 3,000 | ||||||
Preferred stock, shares issued | 45,000 | 45,000 | ||||||
Vulcan [Member] | Series D Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Preferred stock, shares issued | 100,000 | 100,000 | ||||||
Preferred stock, value | $ 120,000 | $ 120,000 | ||||||
Unconverted shares | 34,000 | |||||||
Converted pre-split common shares | 66,000,000 | 94,750,000 | ||||||
Number of shares converted | 5,250 | |||||||
GV Global [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Converted pre-split common shares | 7,154,320 | |||||||
Third Party [Member] | Convertible Notes Payable ("Note I") [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Preferred stock, shares issued | 11,291 | |||||||
Third Party Financier Note One [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Stock issued during period, shares, new issues | 23,700 | |||||||
Third Party Financier Note One [Member] | Common Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock | 3,871 | |||||||
Converted pre-split common shares | 9,999,947 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)Number | Dec. 31, 2015Number | |
Guardian LLC [Member] | ||
Concentration Risk [Line Items] | ||
Trade payable | $ | $ 660,132 | |
Revenue & Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue and accounts receivable | 100.00% | 100.00% |
Number of customers | Number | 1 | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 26, 2016 | Feb. 27, 2017 | Jan. 23, 2017 | Dec. 31, 2016 | Apr. 29, 2011 |
Waterford warrant | 34,000 | ||||
Gv Global Communications Inc [Member] | |||||
Principal balance | $ 111,000 | ||||
Third Party [Member] | Convertible Notes Payable ("Note I") [Member] | |||||
Interest accrued | $ 53,852 | ||||
Subsequent Event [Member] | |||||
Exercise of warrant | 93,750 | ||||
Restricted legend received in connection with signing the Agreement | 50,000 | ||||
Waterford warrant | 93,750 | ||||
Subsequent Event [Member] | Third Party [Member] | Convertible Notes Payable ("Note I") [Member] | |||||
Principal balance | $ 42,875 |