Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 14, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | PREMIER BIOMEDICAL INC | ||
Entity Central Index Key | 1,515,740 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 9,269,548 | ||
Entity Common Stock, Shares Outstanding | 89,579,908 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 35,414 | $ 102,599 |
Prepaid Expenses | 9,166 | 9,450 |
Loan origination costs | 21,951 | 3,473 |
Total current assets | 66,531 | 115,522 |
Property and equipment, net | 3,647 | 5,109 |
Total assets | 70,178 | 120,631 |
Current liabilities: | ||
Accounts Payable | 188,265 | 147,491 |
Accounts payable, related parties | 54,668 | 25,299 |
Accrued interest | 7,792 | $ 721 |
Accrued interest, related parties | 1,170 | |
Convertible notes payable, net of discounts of $223,394 and $71,621 at December 31, 2015 and 2014, respectively | 64,606 | $ 14,879 |
Notes payable, related parties | 30,000 | |
Total current liabilities | 346,501 | $ 188,390 |
Total liabilities | $ 346,501 | $ 188,390 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 82,331,062 and 21,757,175 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 823 | $ 218 |
Additional paid in capital | 10,500,651 | 8,127,649 |
Accumulated deficit | (10,777,797) | (8,195,626) |
Total stockholders' equity (deficit) | (276,323) | (67,759) |
Total liabilities and stockholders' equity (deficit) | $ 70,178 | $ 120,631 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current liabilities: | ||
Convertible notes payable, net of discounts | $ 223,394 | $ 71,621 |
Stockholders' equity (deficit): | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, issued shares | 82,331,062 | 21,757,175 |
Common stock, outstanding shares | 82,331,062 | 21,757,175 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statements Of Operations | ||
Revenue | ||
Operating expenses: | ||
Research and development | $ 234,095 | $ 196,179 |
General and administrative | 133,289 | 223,434 |
Professional fees | 2,015,898 | 949,319 |
Total operating expenses | 2,383,282 | 1,368,932 |
Net operating loss | (2,383,282) | (1,368,932) |
Other expense: | ||
Interest expense | (198,889) | (41,582) |
Total other expenses | (198,889) | (41,582) |
Net loss | $ (2,582,171) | $ (1,410,514) |
Weighted average number of common shares outstanding - basic and fully diluted | 31,264,255 | 20,408,658 |
Net loss per share - basic and fully diluted | $ (0.08) | $ (0.07) |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $ 184 | $ 6,535,913 | $ (6,785,112) | $ (249,015) | |
Beginning Balance, Shares at Dec. 31, 2013 | 18,355,819 | ||||
Common stock sold for cash at $0.10 per share, Amount | $ 5 | 50,995 | 51,000 | ||
Common stock sold for cash at $0.10 per share, Shares | 510,000 | ||||
Imputed interest on non-interest bearing related party debts | 134 | 134 | |||
Warrants granted as debt discount on convertible note | 37,981 | 37,981 | |||
Amortization of warrants granted for services, related parties | 394,540 | 394,540 | |||
Amortization of warrants granted for services | 96,767 | 96,767 | |||
Common stock issued for services, Amount | $ 9 | 263,070 | 263,079 | ||
Common stock issued for services, Shares | 853,462 | ||||
Common stock sold for cash to Kodiak Capital Group, LLC, Amount | $ 20 | 699,980 | 700,000 | ||
Common stock sold for cash to Kodiak Capital Group, LLC, Shares | 2,022,894 | ||||
Exercise of warrants at $0.75 per share, Amount | 11,250 | 11,250 | |||
Exercise of warrants at $0.75 per share, Shares | 15,000 | ||||
Beneficial conversion feature of convertible note | $ 37,019 | 37,019 | |||
Net loss | $ (1,410,514) | (1,410,514) | |||
Ending Balance, Amount at Dec. 31, 2014 | $ 218 | $ 8,127,649 | $ (8,195,626) | $ (67,759) | |
Ending Balance, Shares at Dec. 31, 2014 | 21,757,175 | ||||
Imputed interest on non-interest bearing related party debts | |||||
Amortization of warrants granted for services, related parties | 1,529,182 | $ 1,529,182 | |||
Amortization of warrants granted for services | 319,986 | 319,986 | |||
Beneficial conversion feature of convertible note | 297,011 | 297,011 | |||
Common stock issued on debt conversions, Amount | $ 567 | $ 226,821 | 227,388 | ||
Common stock issued on debt conversions, Shares | 56,723,887 | ||||
Exercise of warrants at $0.00001 per share, related party, Amount | $ 40 | $ 40 | |||
Exercise of warrants at $0.00001 per share, related party, Shares | 4,000,000 | ||||
Common stock cancelled, Amount | $ (2) | $ 2 | |||
Common stock cancelled, Shares | (150,000) | ||||
Net loss | $ (2,582,171) | $ (2,582,171) | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 823 | $ 10,500,651 | $ (10,777,797) | $ (276,323) | |
Ending Balance, Shares at Dec. 31, 2015 | 82,331,062 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (2,582,171) | $ (1,410,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,462 | 954 |
Amortization of loan origination costs | $ 10,272 | 527 |
Imputed interest on non-interest bearing related party debts | 134 | |
Amortization of debt discount | $ 166,275 | 10,879 |
Stock based compensation, related parties | 1,529,182 | 394,540 |
Stock based compensation | 319,986 | 359,846 |
Decrease (increase) in assets: | ||
Prepaid expenses | 284 | (3,450) |
Increase (decrease) in liabilities: | ||
Accounts payable | 40,774 | 25,157 |
Accounts payable, related parties | 29,369 | (14,573) |
Accrued interest | 21,172 | $ (2,577) |
Accrued interest, related parties | 1,170 | |
Net cash used in operating activities | $ (462,225) | $ (639,077) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (2,374) | |
Net cash used in investing activities | $ (2,374) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | $ 40 | |
Proceeds from convertible notes payable | 365,000 | $ 75,000 |
Proceeds from notes payable, related parties | $ 30,000 | |
Repayments on notes payable, related parties | $ (109,000) | |
Proceeds from the sale of common stock | 762,250 | |
Net cash provided by financing activities | $ 395,040 | 728,250 |
NET CHANGE IN CASH | (67,185) | 86,799 |
CASH AT BEGINNING OF PERIOD | 102,599 | 15,800 |
CASH AT END OF PERIOD | $ 35,414 | 102,599 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | $ 32,619 | |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | $ 297,011 | $ 37,019 |
Value of shares issued for conversion of debt | $ 227,388 | |
Cashless exercise of common stock warrants, 250,000 warrants exercised | $ 37,981 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Business And Significant Accounting Policies | |
Note 1 - Nature of Business and Significant Accounting Policies | Nature of Business Premier Biomedical, Inc. ("the Company") was incorporated in the State of Nevada on May 10, 2010 ("Inception"). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. The Company will market these medications and procedures to leading worldwide pharmaceutical firms via publication in medical journals and by direct contact. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Patent Rights and Applications Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company's stock based compensation consisted of the following during the years ended December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 Common stock issued for services $ - $ 263,079 Warrants issued for services 319,986 96,767 Warrants issued for services, related parties 1,529,182 394,540 Total stock based compensation $ 1,849,168 $ 754,386 Revenue Recognition Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $59,956 and $159,411 for the years ended December 31, 2015 and 2014, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, "Income Taxes" ("ASC 740"), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's various filing positions. Recently Issued Accounting Pronouncements In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the year ended December 31, 2015, have had or are expected to have a significant impact on the Company's financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern | |
Note 2 - Going Concern | As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $10,777,797, and had negative working capital of ($279,970) at December 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing new products and services to begin generating revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Related Party | |
Note 3 - Related Party | Accounts Payable The Company owed $37,486 and $11,069 as of December 31, 2015 and 2014, respectively, to entities owned by the Chairman of the Board of Directors. The amounts are related to patent costs paid by the Chairman on behalf of the Company. The Company owed $3,265 and $465 as of December 31, 2015 and 2014, respectively, to the Company's CEO for reimbursable expenses. The Company owed $13,917 and $13,765 as of December 31, 2015 and 2014, respectively, amongst members of the Company's Board of Directors for reimbursable expenses. Notes Payable From time to time, the Company has received short term loans from officers and directors as disclosed in Note 7 below. Common Stock Warrants Exercised On October 1, 2015, the Company issued 3,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $30. On September 10, 2015, the Company issued 1,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $10. Common Stock Warrants On October 7, 2015, the Company granted warrants to the following officers and directors, which will allow them to purchase shares of our common stock in the amounts indicated: William Hartman (1,000,000 shares); Mitchell Felder (1,000,000 shares), Heidi Carl (750,000 shares), John Borza (600,000 shares), Richard Najarian (200,000 shares), and Jay Rosen (200,000 shares). The exercise price of the foregoing warrants is five cents ($0.05) per share. The warrants are exercisable over ten (10) years. The total fair value of the 3,750,000 common stock warrants using the Black-Scholes option-pricing model is $31,109, or $0.0083 per share, based on a volatility rate of 232%, a risk-free interest rate of 1.75% and an expected term of 10.0 years, and is being amortized over the implied service term, or vesting period, of the warrants. One half of the shares underlying each of the respective warrants vest on June 15, 2016, with the balance vesting on December 15, 2016. In order for the warrants to vest on each of the foregoing dates, however, the holders must be serving in the same capacity on behalf of the Company as he or she was serving on October 21, 2015. The issuance of the warrants was fully approved by our Board of Directors on October 21, 2015, the date a fully executed resolution authorizing the issuance was delivered. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investors are sophisticated and familiar with our operations, and there was no solicitation in connection with the issuance. On November 18, 2014, the Company granted common stock warrants to the Company's CEO to purchase a total of 1,600,000 shares of common stock at $0.25 per share for his services as an Officer. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The warrants are exercisable over seven (7) years. The fair value of the 1,600,000 common stock warrants using the Black-Scholes option-pricing model is $356,771, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. On November 18, 2014, the Company granted common stock warrants to the Company's Chairman of the Board of Directors to purchase a total of 1,600,000 shares of common stock at $0.25 per share for his services as the Chairman of the Board. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The warrants are exercisable over seven (7) years. The fair value of the 1,600,000 common stock warrants using the Black-Scholes option-pricing model is $356,771, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. On November 18, 2014, the Company granted common stock warrants to one of the Directors to purchase a total of 1,400,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 1,400,000 common stock warrants using the Black-Scholes option-pricing model is $312,174, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. On November 18, 2014, the Company granted 1,200,000 common stock warrants to each of three Directors to purchase a total of 3,600,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their service as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 3,600,000 common stock warrants using the Black-Scholes option-pricing model is $802,734, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. On November 18, 2014, the Company granted common stock warrants to one of the Directors to purchase a total of 400,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 400,000 common stock warrants using the Black-Scholes option-pricing model is $89,193, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. A total of $1,529,182 and $394,540 of previously issued warrants were amortized and expensed to professional fees as stock-based compensation during the years ended December 31, 2015 and 2014, respectively. |
Patent Rights and Applications
Patent Rights and Applications | 12 Months Ended |
Dec. 31, 2015 | |
Patent Rights And Applications | |
Note 4 - Patent Rights and Applications | The Company amortizes its patent rights and applications on a straight line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications when there is probable future economic benefits associated with the patent. The Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company's policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis. On March 4, 2015, we entered into a Patent License Agreement ("PLA") with the University of Texas at El Paso ("UTEP") regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, "Anti-CTLA-4 Blockade" (the "Application") under the definition of "Patent Rights" as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Of Financial Instruments | |
Note 5 - Fair Value of Financial Instruments | Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2015 and 2014, respectively: Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 35,414 $ - $ - Total assets 35,414 - - Liabilities Convertible note payable, net of discounts - 64,606 - Notes payable, related parties - 30,000 - Total liabilities - 94,606 - $ 35,414 $ (94,606 ) $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Assets Cash $ 102,599 $ - $ - Total assets 102,599 - - Liabilities Convertible note payable, net of discounts - 14,879 - Total liabilities - 14,879 - $ 102,599 $ (14,879 ) $ - The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended December 31, 2015 or the year ended December 31, 2014. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Note Payable | |
Note 6. Convertible Note Payable | Convertible notes payable consist of the following at December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 On December 28, 2015, the Company received net proceeds of $130,000 in exchange for a 10% interest bearing; unsecured convertible promissory note dated December 28, 2015 with a face value of $157,500 ("First Redwood Note"), which matures on September 28, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of (i) 60% of the lowest traded price over the 15 days prior to conversion or (ii) a fixed $0.00005 per share. The note carries liquidated damages of $1,000 per day for failure to provide certificates, and compensation for Buy-In on failure to timely deliver certificates. Principal and interest is due upon default at 50% of the lowest traded price over the previous fifteen (15) days, and an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate per applicable law. $ 157,500 $ - On December 15, 2015, the Company received net proceeds of $25,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $27,500 ("Second JMJ Note"), which matures on December 15, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $250,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to the conversion request date, or a fixed rate of $0.00005 per share, as amended within the original promissory note on September 8, 2015 (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). The note carries a one-time twelve percent (12%) of principal interest charge in the event of default, and the debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The promissory note carries a $2,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company reserved at least 24 million shares of common stock for potential conversions. 27,500 - On September 21, 2015, the Company received net proceeds of $45,000 in exchange for an 8% interest bearing; unsecured convertible promissory note dated September 3, 2015 with a face value of $48,000 ("First Vis Vires Note"), which matures on June 8, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of fifty eight percent (58%) of the average of the three (3) lowest closing bid prices over the 10 days prior to conversion, or a fixed rate of $0.00001 per share. The note includes various prepayment penalties ranging from 112% through 130%, and default provisions of 150% of the then outstanding principal and interest, and an interest rate of 22% thereafter. The debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The Company must at all times reserve at least 20,250,000 shares of common stock for potential conversions. 48,000 - On September 2, 2015, the Company received net proceeds of $50,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $55,000 ("First JMJ Note"), which matures on September 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $250,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to the conversion request date, or a fixed rate of $0.00005 per share, as amended within the original promissory note on September 8, 2015 (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). The note carries a one-time twelve percent (12%) of principal interest charge in the event of default, and the debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company reserved at least 24 million shares of common stock for potential conversions. 55,000 - On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC ("Adar Bays"), pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note in the original principal amount of $44,100.00 (the "First Adar Note"). The Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from Adar Bays. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance 115% of the principal amount; (b) between 31 and 60 days after issuance 121% of the principal amount; (c) between 61 and 90 days after issuance 127% of the principal amount; (d) between 91 and 120 days after issuance 133% of the principal amount; (e) between 121 and 150 days after issuance 139% of the principal amount; and (f) between 151 and 180 days after issuance 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on March 2, 2015, the date that the purchase price was delivered to us. The note holder elected to convert a total of $46,355, consisting of $44,100 of principal and $2,255 of interest, in exchange for 15,772,387 shares of common stock on various dates between September, 2015 and November 12, 2015. - - On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG Capital"), pursuant to which we sold to LG Capital a 8% Convertible Promissory Note in the original principal amount of $82,687.00 (the " Second LG Note"). The Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing bid prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from LG Capital. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance 115% of the principal amount; (b) between 31 and 60 days after issuance 121% of the principal amount; (c) between 61 and 90 days after issuance 126% of the principal amount; (d) between 91 and 120 days after issuance 132% of the principal amount; (e) between 121 and 150 days after issuance 138% of the principal amount; and (f) between 151 and 180 days after issuance 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on January 30, 2015, the date that the purchase price was delivered to us. The note holder elected to convert a total of $87,679, consisting of $82,687 of principal and $4,992 of interest, in exchange for a total of 23,099,120 shares of common stock on various dates between August 4, 2015 and December 15, 2015. - - On November 25, 2014, the Company received an unsecured loan from Typenex Co-Investment, LLC ("First Typenex Note") in the amount of $86,500, bearing interest at 10%, maturing on August 25, 2015, in exchange for net proceeds of $75,000 after the deduction of $4,000 of loan origination costs and an original issue discount ("OID") of $7,500. The Company also issued Typenex warrants to purchase 351,455 shares of common stock at a strike price of $0.18 per share over a five year term from the date of investment. The principal and interest is convertible into shares of common stock at the discretion of the note holder at the lesser of (i) $0.18 per share, or (ii) 70% (the "Conversion Factor") multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the "Conversion Floor"). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The note can be prepaid upon notice to Typenex any time prior to the first conversion at a premium of 120% of the then outstanding balance of the Note. The note carries a default interest rate of 22% per annum. The note holder elected to convert a total of $93,354, consisting of $86,500 of principal and $6,854 of interest, in exchange for 17,852,380 shares of common stock on various dates between June 3, 2015 and December 1, 2015. - 86,500 Total convertible notes payable 288,000 86,500 Less unamortized debt discounts: Discount on beneficial conversion feature 210,230 32,137 Original issue discount 13,164 6,511 Discount on warrants - 32,973 Convertible notes payable 64,606 14,879 Less: current portion 64,606 14,879 Convertible notes payable, less current portion $ - $ - The Company recognized interest expense for the years ended December 31, 2015 and 2014, respectively, as follows: December 31, December 31, 2015 2014 Interest on convertible notes $ 21,172 $ 721 Interest and penalties on related party loans 1,170 29,455 Amortization of loan origination costs 10,272 527 Amortization of beneficial conversion feature 118,918 4,882 Amortization of OID 14,384 989 Amortization of warrants 32,973 5,008 Total interest expense $ 198,889 $ 41,582 In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in debt discounts equal to $318,048 and $82,500 during the years ended December 31, 2015 and 2014, respectively. The discount, including Original Issue Discounts of $21,037 and $7,500 and Warrant Discounts of $-0- and $37,981 during the years ended December 31, 2015 and 2014, respectively, is amortized on a straight line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. During the years ended December 31, 2015 and 2014, the Company recorded debt amortization expense in the amount of $166,275 and $10,879, respectively, attributed to the aforementioned debt discounts. The convertible notes, consisting of total original face values of $157,500 from Redwood Fund III Ltd., $48,000 from Vis Vires Group, Inc., $27,500 and $55,000 from JMJ Financial, $44,100 from Adar Bays, LLC, $82,687 from LG Capital Funding, LLC, and $86,500 from Typenex Co-Investment, LLC that created the beneficial conversion features carried a default provision that placed a "maximum share amount" on the note holder that can be owned as a result of the conversions to common stock by the note holder of 4.99% of the issued and outstanding shares of the Company. First Redwood Convertible Note On December 28, 2015, we entered into and received proceeds from a Securities Purchase Agreement with Redwood Management, LLC, pursuant to which we agreed to sell, and Redwood Management, LLC, pursuant to which we sold to Redwood Fund III Ltd. a 10% Convertible Promissory Note ("First Redwood Note") in the original principal amount of $157,500. The First Redwood Note has a maturity date of September 28, 2016, and is convertible after 90 days into our common stock at a conversion price equal to 60% of the lowest traded price of the common stock in the fifteen (15) trading days prior to the conversion date. The shares of common stock issuable upon conversion of the First Redwood Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Redwood Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Redwood Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.03810 below the market price on December 28, 2015 of $0.0435 provided a value of $130,000, of which $1,418 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. Second JMJ Financial Convertible Note On December 15, 2015, we entered into a Securities Purchase Agreement with JMJ Financial, pursuant to which we sold to JMJ Financial a 12% Convertible Promissory Note ("Second JMJ Note") in the original principal amount of $27,500. The Second JMJ Note has a maturity date of December 15, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.00005 cents per share or (ii) sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the Second JMJ Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Second JMJ Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the Second JMJ Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.03262 below the market price on December 15, 2015 of $0.034 provided a value of $25,000, of which $1,096 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. Vis Vires Group, Inc. Convertible Note On September 21, 2015, we received proceeds from a Securities Purchase Agreement we entered into on September 3, 2015 with VIS Vires Group, Inc., pursuant to which we sold to VIS Vires an 8% Convertible Promissory Note ("First VIS Vires Note") in the original principal amount of $48,000. The First VIS Vires Note has a maturity date of June 8, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.00001 cents per share or (ii) fifty eight percent (58%) of the average of the three (3) lowest closing bid prices over the 10 days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the First Vis Vires Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Vis Vires Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Vis Vires Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.00747 below the market price on September 21, 2015 of $0.016 provided a value of $39,448, of which $15,265 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. First JMJ Financial Convertible Note On September 2, 2015, we entered into a Securities Purchase Agreement with JMJ Financial, pursuant to which we sold to JMJ Financial a 12% Convertible Promissory Note ("First JMJ Note") in the original principal amount of $55,000. The First JMJ Note has a maturity date of September 1, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.00005 cents per share or (ii) sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the First JMJ Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First JMJ Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First JMJ Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.0194 below the market price on September 2, 2015 of $0.032 provided a value of $50,000, of which $16,439 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. Adar Bays, LLC Convertible Note On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC, pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note ("First Adar Bays Note") in the original principal amount of $44,100. The First Adar Bays Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the First Adar Bays Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Adar Bays Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Adar Bays Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.0473 below the market price on February 24, 2015 of $0.14 provided a value of $20,420, of which $20,420 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. LG Capital Funding, LLC Convertible Note On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC, pursuant to which we sold to LG Capital an 8% Convertible Promissory Note ("Second LG Capital Note") in the original principal amount of $82,687. The Second LG Capital Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the Second LG Capital Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Second LG Capital Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the Second LG Capital Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.042 below the market price on January 30, 2015 of $0.14 provided a value of $32,143, of which $32,143 and $-0- was amortized during the years ended December 31, 2015 and 2014, respectively. Typenex Co-Investment, LLC Convertible Note On November 25, 2014, we entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC, pursuant to which we sold to Typenex a 10% Convertible Promissory Note ("First Typenex Note") in the original principal amount of $86,500. The First Typenex Note has a maturity date of August 25, 2015, and is convertible into our common stock at the lesser of (i) $0.18 per share, or (ii) 70% (the "Conversion Factor") multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the "Conversion Floor"). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The shares of common stock issuable upon conversion of the First Typenex Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Typenex Note is exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Typenex Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.1019 below the market price on November 25, 2014 of $0.225 provided a value of $37,019, of which $32,137 and $4,882 was amortized during the years ended December 31, 2015 and 2014, respectively. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable Related Parties | |
Note 7 - Notes Payable, Related Parties | Notes payable, related parties consist of the following at December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company's CEO. $ 10,000 $ - On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company's Chairman of the Board. 10,000 - On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from one of the Company's Directors. 10,000 - On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from the Company's CEO. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the schedule listed below if the note is paid prior to maturity: No. of days after issuance date: Prepayment Premium: 0-30 days 31-60 days 61-90 days 91-120 days 121 days or more 15% 20% 25% 30% 35% The note was repaid in full on March 12, 2014, in the total amount of $66,381, consisting of $50,000 of principal, $1,381 of interest and $15,000 of prepayment premium. - - On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from one of the Company's Directors. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the same schedule listed above in the $50,000 note from the Company's CEO. The note was repaid in full on March 12, 2014, in the total amount of $66,238, consisting of $50,000 of principal, $1,238 of interest and $15,000 of prepayment premium. - - On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company's CEO. The note was repaid in full on March 7, 2014. - - On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand and a from the Company's Chairman of the Board of Directors. The note was repaid in full on March 12, 2014. - - On May 7, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company's directors. The note was repaid in full on March 12, 2014. - - Total notes payable, related parties 30,000 - Less: current portion 30,000 - Notes payable, related parties, less current portion $ - $ - The Company recorded interest expense in the amount of $1,170 and $29,455 for the years ended December 31, 2015 and 2014, respectively related to notes payable, related parties, including imputed interest expense in the amount of $134 for the year ended December 31, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies | |
Note 8 - Commitments and Contingencies | Collaborative Patent License Agreements On May 9, 2012, the Company entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, the Company will work jointly with the University to develop a series of research and development programs around its sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas' campuses. The Company will pay the University's actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and the Company. The Agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties. On March 4, 2015, we entered into a Patent License Agreement (PLA) with the University of Texas at El Paso (UTEP) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, "Anti-CTLA-4 Blockade" (the "Application") under the definition of "Patent Rights" as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System. Common Stock Commitments On July 3, 2015, we entered into a consulting agreement with FBROCCO ASSESSORIA EMPRES ARIAL LTDA ASSESSORIA EMPRESARIAL LTDA, a Brazilian company ("FBROCCO"), pursuant to which FBROCCO will provide certain consulting services to us, which shall include (i) developing a relationship between us and a Brazilian-based entity that is interested in entering into a joint venture where the purpose is to import, market and sell our products in Brazil and other South American countries; and (ii) facilitating a trip for one of our officers to travel to Brazil and meet with the proposed joint venture partner and various governmental officials who have relationships that would be advantageous to the formation and success of the anticipated joint venture. In addition to a $10,000 payment made in July, we agreed to pay FBROCCO a total of 1,500,000 shares of our common stock if a successful joint venture is formed and generates One Million U.S. Dollars ($1,000,000) in gross revenues by June 23, 2016. |
Equity Line of Credit
Equity Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Equity Line Of Credit | |
Note 9. Equity Line of Credit | On January 17, 2014, the Company's registration statement became effective whereby it registered 15 million shares of common stock that it would sell to Kodiak Capital Group, LLC ("Kodiak") over time pursuant to an Investment Agreement entered into on December 5, 2013 wherein Kodiak agreed to invest up to five million dollars ($5,000,000). The offering was to terminate on the earlier of (i) when all 15 million shares are sold, (ii) when the maximum offering amount of $5,000,000 has been achieved, or (iii) on January 17, 2016, unless the Company terminated it earlier. The investment Agreement included a termination date of July 17, 2014, but on July 9, 2014 it was extended to run through July 17, 2015. On October 16, 2014, we exercised our right to terminate the contract upon written notice to Kodiak. The Company could not submit a new put notice until after the closing of the previous notice. The purchase price for the shares pursuant to the put notice was to be equal to seventy-five percent (75%) of the lowest closing best bid price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak ("Put Notice") of our election to put shares pursuant to the Investment Agreement, subject to a limitation, whereby Kodiak's holdings could not exceed 9.9% of the outstanding shares of common stock. The shares had to be paid for and share certificates delivered within the "pricing period," which was five (5) trading days from the date the put notice is delivered ("Put Date"). On October 15, 2013, the Company paid to Kodiak an initial fee of $10,000 and issued 391,398 shares of common stock following execution of the Agreement, along with the issuance of another 167,742 shares to Manners, Inc. as commitment fees. In addition, the Company agreed to pay a consulting firm, Cambridge Partners Atlanta Group, LLC ("Cambridge"), an introduction fee payable as follows: (i) ten percent (10%) of the first $1,000,000 in total draws, (ii) seven percent (7%) on the draws from $1,000,000 to $1,500,000; and (iii) five percent (5%) on all draws in excess of $1,500,000. Cambridge was entitled to these introduction fees on all proceeds received from Kodiak until the termination date of the consulting agreement, which was September 26, 2015 until we exercised our right to terminate the contract on October 16, 2014. The Company used the proceeds from the sale of common stock pursuant to the agreement to pay down debt, research and development activities, general corporate and working capital purposes, and for other purposes that the board of directors deems to be in the best interest of the Company. As of the date of this report, the Company had sold a total of 2,022,894 shares of common stock in exchange for total proceeds of $700,000 pursuant to the investment agreement, in addition to the initial issuance of 559,140 common shares as a commitment fee. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' equity (deficit): | |
Note 10 - Stockholders' Equity | Convertible Preferred Stock, Series A The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock ("Series A Preferred Stock") have been designated. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares sufficient to effect the conversions. No shares of Series A Preferred Stock have been granted as of December 31, 2015. Common Stock The Company has one billion authorized shares of $0.00001 par value Common Stock, as amended from 300 million shares effective February 9, 2016. Common Stock Issuances for Debt Conversions (2015) On December 15, 2015, the Company issued 1,762,516 shares of common stock pursuant to the conversion of $16,039, consisting of $15,000 of principal and $1,039 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On December 8, 2015, the Company issued 2,794,392 shares of common stock pursuant to the conversion of $18,094, consisting of $16,946 of principal and $1,148 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On December 4, 2015, the Company issued 1,526,070 shares of common stock pursuant to the conversion of $3,258, consisting of $3,054 of principal and $204 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On December 2, 2015, the Company issued 3,022,017 shares of common stock pursuant to the conversion of $5,183, consisting of $4,860 of principal and $323 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On December 1, 2015, the Company issued 4,441,702 shares of common stock pursuant to the conversion of $7,413, consisting of $559 of principal and $6,854 of interest, on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 25, 2015, the Company issued 3,003,665 shares of common stock pursuant to the conversion of $4,941, consisting of $4,640 of principal and $301 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 17, 2015, the Company issued 2,261,963 shares of common stock pursuant to the conversion of $3,721, consisting of $3,500 of principal and $221 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 16, 2015, the Company issued 3,000,000 shares of common stock pursuant to the conversion of $5,007 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 12, 2015, the Company issued 2,400,940 shares of common stock pursuant to the conversion of $4,370, consisting of $2,115 of principal and $2,255 of interest, on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 11, 2015, the Company issued 2,259,167 shares of common stock pursuant to the conversion of $3,716, consisting of $3,500 of principal and $216 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 11, 2015, the Company issued 2,375,275 shares of common stock pursuant to the conversion of $4,323 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 9, 2015, the Company issued 2,375,000 shares of common stock pursuant to the conversion of $4,322 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 9, 2015, the Company issued 3,510,000 shares of common stock pursuant to the conversion of $6,234 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 6, 2015, the Company issued 1,979,568 shares of common stock pursuant to the conversion of $3,256, consisting of $3,070 of principal and $186 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On November 2, 2015, the Company issued 2,168,067 shares of common stock pursuant to the conversion of $5,160 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 27, 2015, the Company issued 1,839,530 shares of common stock pursuant to the conversion of $4,700 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 26, 2015, the Company issued 1,620,522 shares of common stock pursuant to the conversion of $3,630, consisting of $3,430 of principal and $200 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 26, 2015, the Company issued 1,753,425 shares of common stock pursuant to the conversion of $4,480 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 26, 2015, the Company issued 3,091,128 shares of common stock pursuant to the conversion of $7,700 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 19, 2015, the Company issued 1,284,109 shares of common stock pursuant to the conversion of $6,000 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 13, 2015, the Company issued 1,076,992 shares of common stock pursuant to the conversion of $4,222, consisting of $4,000 of principal and $222 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 8, 2015, the Company issued 1,116,799 shares of common stock pursuant to the conversion of $6,000 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On October 1, 2015, the Company issued 2,344,032 shares of common stock pursuant to the conversion of $13,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 18, 2015, the Company issued 681,800 shares of common stock pursuant to the conversion of $6,300, consisting of $6,000 of principal and $300 of interest on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 3, 2015, the Company issued 459,242 shares of common stock pursuant to the conversion of $7,000 of principal on the First Adar Bay Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 26, 2015, the Company issued 446,711 shares of common stock pursuant to the conversion of $6,270, consisting of $6,000 of principal and $270 of interest on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 25, 2015, the Company issued 823,121 shares of common stock pursuant to the conversion of $13,500 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 17, 2015, the Company issued 371,556 shares of common stock pursuant to the conversion of $5,215, consisting of $5,000 of principal and $215 of interest on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 4, 2015, the Company issued 292,181 shares of common stock pursuant to the conversion of $3,835, consisting of $3,687 of principal and $148 of interest, on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 23, 2015, the Company issued 260,866 shares of common stock pursuant to the conversion of $13,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 25, 2015, the Company issued 208,719 shares of common stock pursuant to the conversion of $15,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 3, 2015, the Company issued 172,812 shares of common stock pursuant to the conversion of $12,500 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Issuances for Exercise of Warrants, Related Party (2015) On October 1, 2015, the Company issued 3,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $30. On September 10, 2015, the Company issued 1,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $10. Common Stock Cancellations (2015) On August 12, 2015, the Company cancelled and returned to treasury a total of 150,000 shares of common stock previously issued to a consultant for services provided. Common Stock (2014) On October 2, 2014, the Company sold 500,000 shares of common stock in exchange for total proceeds of $50,000. On October 2, 2014, the Company sold 10,000 shares of common stock in exchange for total proceeds of $1,000. On September 19, 2014, the Company granted 70,000 shares of common stock for services performed. The total fair value of the common stock was $7,959 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on October 6, 2014. On September 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $11,370 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on October 15, 2014. On September 13, 2014, the Company granted 15,000 shares of common stock for services performed. The total fair value of the common stock was $2,250 based on the closing price of the Company's common stock on the date of grant. On September 6, 2014, the Company granted 120,000 shares of common stock for services performed. The total fair value of the common stock was $19,200 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on November 3, 2014. On September 6, 2014, the Company granted another 120,000 shares of common stock for services performed. The total fair value of the common stock was $19,200 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on November 3, 2014. On September 6, 2014, the Company granted 70,000 shares of common stock for services performed. The total fair value of the common stock was $11,200 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on November 3, 2014. On August 12, 2014, the Company granted 75,000 shares of common stock for services performed. The total fair value of the common stock was $12,000 based on the closing price of the Company's common stock on the date of grant. On June 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $42,400 based on the closing price of the Company's common stock on the date of grant. On May 8, 2014, we sold 588,235 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our fifth Put Notice under our equity line of credit as delivered on April 30, 2014. On April 10, 2014, we sold 211,641 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our fourth Put Notice under our equity line of credit as delivered on April 2, 2014. On April 3, 2014, the Company granted 50,000 shares of common stock for services performed. The total fair value of the common stock was $40,500 based on the closing price of the Company's common stock on the date of grant. On March 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $70,000 based on the closing price of the Company's common stock on the date of grant. The shares were subsequently issued on April 17, 2014. On March 14, 2014, we sold 181,819 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our third Put Notice under our equity line of credit as delivered on March 6, 2014. On March 7, 2014, the Company granted 15,000 shares of common stock for services performed. The total fair value of the common stock was $15,000 based on the closing price of the Company's common stock on the date of grant. On February 24, 2014, we sold 374,532 shares of our common stock to Kodiak in exchange for proceeds of $250,000 pursuant to our second Put Notice under our equity line of credit as delivered on February 12, 2014. On February 20, 2014, a warrant holder elected to exercise warrants consisting of 10,000 shares of its common stock pursuant to a unit offering previously sold on March 11, 2013 in exchange for proceeds of $7,500. On February 12, 2014, a warrant holder elected to exercise warrants consisting of 5,000 shares of its common stock pursuant to a unit offering previously sold on February 20, 2013 in exchange for proceeds of $3,750. On February 10, 2014, the Company granted 18,462 shares of common stock for services performed. The total fair value of the common stock was $12,000 based on the closing price of the Company's common stock on the date of grant. On February 3, 2014, we sold 666,667 shares of our common stock to Kodiak in exchange for proceeds of $150,000 pursuant to our first Put Notice under our equity line of credit as delivered on January 25, 2014. Beneficial Conversion Feature On December 28, 2015, the Company entered into a convertible promissory note with Redwood Fund III, Ltd. The beneficial conversion feature discount resulting from the conversion price that was $0.03810 below the market price of $0.0435 on the origination date of December 28, 2015, resulted in a debt discount value of $130,000 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On December 24, 2015, the Company entered into a convertible promissory note with JMJ Financial. The beneficial conversion feature discount resulting from the conversion price that was $0.03262 below the market price of $0.034 on the origination date of December 24, 2015, resulted in a debt discount value of $25,000 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On September 21, 2015, the Company entered into a convertible promissory note with Vis Vires Group, Inc. The beneficial conversion feature discount resulting from the conversion price that was $0.00747 below the market price of $0.016 on the origination date of September 21, 2015, resulted in a debt discount value of $39,448 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On September 2, 2015, the Company entered into a convertible promissory note with JMJ Financial. The beneficial conversion feature discount resulting from the conversion price that was $0.0194 below the market price of $0.032 on the origination date of September 2, 2015, resulted in a debt discount value of $50,000 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On February 24, 2015, the Company entered into a convertible promissory note with Adar Bays, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.0473 below the market price of $0.14 on the origination date of February 24, 2015, resulted in a debt discount value of $20,420 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On January 30, 2015, the Company entered into a convertible promissory note with LG Capital Funding, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.042 below the market price of $0.14 on the origination date of January 30, 2015, resulted in a debt discount value of $32,143 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On November 25, 2014, the Company entered into a convertible promissory note with Typenex Co-Investments, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.1019 below the market price of $0.225 on the November 25, 2014 origination date resulted in a debt discount value of $37,019 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. |
Series A Convertible Preferred
Series A Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Series Convertible Preferred Stock Warrants | |
Note 11 - Series A Convertible Preferred Stock Warrants | Series A Convertible Preferred Stock Warrants Granted No series A preferred stock warrants were granted during the years ended December 31, 2015 and 2014. Series A Preferred Stock Warrants Cancelled No series A preferred stock warrants were cancelled during the years ended December 31, 2015 and 2014. Series A Preferred Stock Warrants Expired No series A preferred stock warrants were expired during the years ended December 31, 2015 and 2014. Series A Preferred Stock Warrants Exercised No series A preferred stock warrants were exercised during the years ended December 31, 2015 and 2014. The following is a summary of information about the Series A Preferred Stock Warrants outstanding at December 31, 2015. Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Underlying Weighted Average Weighted Shares Weighted Range of Shares Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.001 2,000,000 4.5 years $ 0.001 2,000,000 $ 0.001 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: December 31, December 31, 2015 2014 Average risk-free interest rates N/A N/A Average expected life (in years) N/A N/A The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company's series A preferred stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing models do not necessarily provide a reliable single measure of the fair value of its series A preferred stock warrants. During the years ended December 31, 2015 and 2014 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. There were no series A preferred stock warrants granted during the years ended December 31, 2015 and 2014. The following is a summary of activity of outstanding series A preferred stock warrants: Weighted Average Number of Exercise Shares Price Balance, December 31, 2013 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised - - Balance, December 31, 2014 2,000,000 $ 0.001 Warrants - - Warrants granted - - Warrants exercised - - Balance, December 31, 2015 2,000,000 $ 0.001 Exercisable, December 31, 2015 2,000,000 $ 0.001 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock Warrants | |
Note 12 - Common Stock Warrants | Common Stock Warrants Granted (2015) On October 7, 2015, the Company granted warrants to the following officers and directors, which will allow them to purchase shares of our common stock in the amounts indicated: William Hartman (1,000,000 shares); Mitchell Felder (1,000,000 shares), Heidi Carl (750,000 shares), John Borza (600,000 shares), Richard Najarian (200,000 shares), and Jay Rosen (200,000 shares). The exercise price of the foregoing warrants is five cents ($0.05) per share. The warrants are exercisable over ten (10) years. The total fair value of the 3,750,000 common stock warrants using the Black-Scholes option-pricing model is $31,109, or $0.0083 per share, based on a volatility rate of 232%, a risk-free interest rate of 1.75% and an expected term of 10 years, and is being amortized over the implied service term, or vesting period, of the warrants. One half of the shares underlying each of the respective warrants vest on June 15, 2016, with the balance vesting on December 15, 2016. In order for the warrants to vest on each of the foregoing dates, however, the holders must be serving in the same capacity on behalf of the Company as he or she was serving on October 21, 2015. The issuance of the warrants was fully approved by our Board of Directors on October 21, 2015, the date a fully executed resolution authorizing the issuance was delivered. The Company recognized a total of $6,079 and $-0- of professional fee expense during the years ended December 31, 2015 and 2014, respectively. On October 7, 2015, we also issued warrants to purchase a total of one million eight hundred thousand (1,800,000) shares of our common stock amongst six members of our Scientific Advisory Board. The exercise price of the foregoing warrants is five cents ($0.05) per share. The warrants are exercisable over ten (10) years. The total fair value of the 1,800,000 common stock warrants using the Black-Scholes option-pricing model is $14,931, or $0.0083 per share, based on a volatility rate of 232%, a risk-free interest rate of 1.75% and an expected term of 10 years. In accordance with Accounting Standards Codification ("ASC") 505-50, non-employee stock based compensation awards are re-measured at each period. One half of the shares underlying each of the respective warrants vest on June 15, 2016, with the balance vesting on December 15, 2016. In order for the warrants to vest on each of the foregoing dates, however, the holders must be serving in the same capacity on behalf of the Company as he or she was serving on October 21, 2015. The issuance of the warrants was fully approved by our Board of Directors on October 21, 2015, the date a fully executed resolution authorizing the issuance was delivered. The Company recognized a total of $14,421 and $-0- of professional fee expense during the years ended December 31, 2015 and 2014, respectively. On July 25, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.10 per share for advisory services. The warrants are exercisable over seven (7) years from July 25, 2015. The warrants vest in full on December 1, 2015. The initial estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 204% and a call option value of $0.0497, was $24,872. In accordance with Accounting Standards Codification ("ASC") 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 500,000 common stock warrants using the Black-Scholes option-pricing model was re-measured at $4,720, or $0.0094 per share as of September 30, 2015, based on a volatility rate of 232%, a risk-free interest rate of 1.75% and an expected term of 7 years. The Company recognized a total of $11,943 and $-0- of professional fee expense during the years ended December 31, 2015 and 2014, respectively. On May 30, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.25 per share for advisory services. The warrants are exercisable over seven (7) years from May 30, 2015. The warrants vest in full on December 1, 2015. The initial estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 199% and a call option value of $0.13751, was $68,756. In accordance with Accounting Standards Codification ("ASC") 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 500,000 common stock warrants using the Black-Scholes option-pricing model was re-measured at $4,706, or $0.0094 per share as of September 30, 2015, based on a volatility rate of 232%, a risk-free interest rate of 1.75% and an expected term of 7 years. The Company recognized a total of $11,939 and $-0- of professional fee expense during the years ended December 31, 2015 and 2014, respectively. On March 20, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.20 per share for investor relation services. The warrants are exercisable over five (5) years from March 20, 2015. The warrants vest in accordance with the schedule presented below, whereby the price per share is defined by the closing bid price over three consecutive trading days: · 125,000 warrants will vest at $0.20 per share · 125,000 warrants will vest at $0.30 per share · 125,000 warrants will vest at $0.40 per share · 125,000 warrants will vest at $0.50 per share The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 204% and a call option value of $0.1166, was $58,301. The vesting period is indeterminate, therefore, the Company recognized the entire $58,301 of stock based compensation expense during the years ended December 31, 2015 and 2014, respectively. A total of $1,849,169 and $506,979 of warrants were amortized and expensed to professional fees as stock-based compensation during the years ended December 31, 2015 and 2014, respectively, including $1,529,182 and $394,540 during the years ended December 31, 2015 and 2014, respectively, related to warrants issued to related parties. Common Stock Warrants Granted (2014) On November 25, 2014, the Company issued warrants to purchase 351,455 shares of common stock, exercisable at $0.18 per share over a five (5) year period pursuant to a convertible debenture offering in exchange for net proceeds of $75,000 with an $86,500 face value. The fair value of the 351,455 common stock warrants using the Black-Scholes option-pricing model is $76,950, or $0.21895 per share based on a volatility rate of 193%, a risk-free interest rate of 1.58% and an expected term of 5 years. The proceeds received were allocated between the debt and warrants on a relative fair value basis, resulting in a debt discount of $37,981, which is being amortized over the life of the loan. The Company recognized $32,973 and $5,008 of amortization from the debt discount recorded to interest expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted common stock warrants to the Company's CEO to purchase a total of 1,600,000 shares of common stock at $0.25 per share for his services as an Officer. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The warrants are exercisable over seven (7) years. The fair value of the 1,600,000 common stock warrants using the Black-Scholes option-pricing model is $356,771, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $283,368 and $73,403 of amortization recorded to professional fee expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted common stock warrants to the Company's Chairman of the Board of Directors to purchase a total of 1,600,000 shares of common stock at $0.25 per share for his services as the Chairman of the Board. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The warrants are exercisable over seven (7) years. The fair value of the 1,600,000 common stock warrants using the Black-Scholes option-pricing model is $356,771, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $283,368 and $73,403 of amortization recorded to professional fee expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted common stock warrants to one of the Directors to purchase a total of 1,400,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 1,400,000 common stock warrants using the Black-Scholes option-pricing model is $312,174, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $247,947 and $64,227 of amortization recorded to professional fee expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted 1,200,000 common stock warrants to each of three Directors to purchase a total of 3,600,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their service as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 3,600,000 common stock warrants using the Black-Scholes option-pricing model is $802,734, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $637,578 and $165,156 of amortization recorded to professional fee expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted common stock warrants to one of the Directors to purchase a total of 400,000 shares of common stock at $0.25 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The total fair value of the 400,000 common stock warrants using the Black-Scholes option-pricing model is $89,193, or $0.22298 per share, based on a volatility rate of 192%, a risk-free interest rate of 0.96% and an expected term of 3.54 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $70,842 and $18,351 of amortization recorded to professional fee expense during the years ended December 31, 2015 and 2014, respectively. On November 18, 2014, the Company granted 700,000 common stock warrants to each of three new advisors to purchase a total of 2,100,000 shares of common stock at $0.25 per share for services provided. The warrants carry a vesting period of 50% on January 15, 2015, and the remaining 50% vest on June 15, 2015. The warrants are exercisable over seven (7) years. In accordance with Accounting Standards Codification ("ASC") 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 2,100,000 common stock warrants using the Black-Scholes option-pricing model is $228,516, or $0.1088 per share as of December 31, 2014, based on a volatility rate of 201%, a risk-free interest rate of 1.97% and an expected term of 7 years. The Company recognized a total of $223,383 and $47,016 of professional fee expense during the years ended December 31, 2015 and 2014, respectively. Common Stock Warrants Cancelled No warrants were cancelled during the years ended December 31, 2015 and 2014. Common Stock Warrants Expired A total of 50,000 and 95,000 warrants exercisable at $0.25 and $0.75 per share expired during years ended December 31, 2015 and 2014, respectively. Common Stock Issuances for Exercise of Warrants, Related Party (2015) On October 1, 2015, the Company issued 3,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $30. On September 10, 2015, the Company issued 1,000,000 shares of common stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.00001 per share for total proceeds of $10. Common Stock Warrants Exercised (2014) On February 20, 2014, a warrant holder elected to exercise warrants consisting of a total of 10,000 shares of its common stock pursuant to a unit offering previously sold on March 11, 2013, in exchange for total proceeds of $7,500. On February 12, 2014, a warrant holder elected to exercise warrants consisting of a total of 5,000 shares of its common stock pursuant to a unit offering previously sold on February 20, 2013 in exchange for total proceeds of $3,750. The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2015. Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.00001 $1.45 53,591,455 5.27 years $ 0.14633 47,541,455 $ 0.15701 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: December 31, December 31, 2015 2014 Average risk-free interest rates 1.75 % 1.18 % Average expected life (in years) 9.22 4.24 The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company's common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During the years ended December 31, 2015 and 2014 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $0.0784 and $0.2256 per warrant granted during the years ended December 31, 2015 and 2014, respectively. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number of Exercise Shares Price Balance, December 31, 2013 39,650,000 $ 0.1172 Warrants cancelled (95,000 ) (0.75 ) Warrants granted 11,051,455 0.2477 Warrants exercised (15,000 ) (0.75 ) Balance, December 31, 2014 50,591,455 $ 0.1443 Warrants cancelled (50,000 ) (0.25 ) Warrants granted 7,050,000 0.0784 Warrants exercised (4,000,000 ) (0.00001 ) Balance, December 31, 2015 53,591,455 $ 0.1463 Exercisable, December 31, 2015 47,541,455 $ 0.15701 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Note 13 - Income Taxes | The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended December 31, 2015 and 2014, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2015 and December 31, 2014, the Company had approximately $2,662,993 and $1,930,314 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. The components of the Company's deferred tax asset are as follows: December 31, December 31, 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 932,050 $ 675,610 Net deferred tax assets before valuation allowance $ 932,050 $ 675,610 Less: Valuation allowance (932,050 ) (675,610 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company's history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2015 and 2014, respectively. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: December 31, December 31, 2015 2014 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %) In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | |
Note 14 - Subsequent Events | Convertible Debts On December 28, 2015, the Company entered into a Securities Purchase Agreement with Redwood Management, LLC, pursuant to which we agreed to sell, and Redwood Management, LLC, or its assigns, agreed to purchase, One Million Six Hundred Thousand Dollars ($1,600,000) in 10% Convertible Promissory Notes. On February 26, 2016, and again on March 7, 2016, the Securities Purchase Agreement was amended, and the total amount of funding to which Redwood is obligated was reduced to $525,000. The Notes have an original issue discount of five percent (5%). The following notes were issued subsequent to the original convertible note with a face value of $157,500 issued on December 28, 2015: · $131,250, Redwood Fund III Ltd. originated on January 8, 2016, maturing on October 8, 2016 · $ 78,750, Redwood Fund III Ltd. originated on February 22, 2016, maturing on November 22, 2016 · $ 78,750, Redwood Fund III Ltd. originated on March 7, 2016, maturing on December 7, 2016 · $105,000, Redwood Fund III Ltd. originated on March 11, 2016, maturing on December 11, 2016 These notes are convertible after ninety (90) days into our common stock at a conversion price equal to 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. The shares of common stock issuable upon conversion of the notes will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The notes can be prepaid by us at any time upon ten (10) days written notice to Redwood for a cash amount equal to the sum of the then outstanding principal amount of the note and interest multiplied by 130%. Pursuant to a Registration Rights Agreement, we agreed to register the shares underlying conversion of the notes. Convertible Debt Repayments On January 19, 2016, the Company repaid the First Vis Vires Note that originated on September 3, 2015 out of proceeds received from the Redwood Fund notes. The repayment consisted of $61,262, consisted of $48,000 of principal and $13,262 of interest and prepayment penalties. On March 1, 2016, the Company repaid the Second JMJ Note that originated on December 15, 2016 out of proceeds received from the Redwood Fund notes. The repayment consisted of $27,500 of principal. Change in Common Stock Authorization On February 9, 2016, the Company's amendment to its articles of incorporation to increase the authorized shares from three hundred million to one billion authorized shares of $0.00001 par value Common Stock became effective. Common Stock Issuances for Exercise of Preferred Stock Warrants, Related Parties On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the Company's CEO at $0.001 per share for total proceeds of $1,000. Each share of Series A Convertible Preferred Stock is convertible, at the election of the holder thereof, into one (1) share of our common stock, and has one hundred (100) votes per share. On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the Company's Chairman of the Board at $0.001 per share for total proceeds of $1,000. Each share of Series A Convertible Preferred Stock is convertible, at the election of the holder thereof, into one (1) share of our common stock, and has one hundred (100) votes per share. Common Stock Issuances for Exercise of Common Stock Warrants On February 10, 2016, the Company issued 2,248,846 shares of common stock pursuant to the cashless exercise of 2,250,000 warrants by the Company's securities attorney at $0.00001 per share. Common Stock Issuances for Debt Conversions On March 2, 2016, the Company issued 2,000,000 shares of common stock pursuant to the conversion of $13,200 of principal on the First JMJ Financial Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Issuances for Debt Financing On February 10, 2016, the Company issued 600,000 shares of our common stock to a third-party for services rendered in connection with our recent financing transactions with Redwood Fund III, Ltd. The total fair value of the common stock was $9,600 based on the closing price of the Company's common stock on the date of grant. On February 10, 2016, the Company issued 2,400,000 shares of our common stock to a third-party for services rendered in connection with our recent financing transactions with Redwood Fund III, Ltd. The total fair value of the common stock was $38,400 based on the closing price of the Company's common stock on the date of grant. |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Business And Significant Accounting Policies Policies | |
Nature of Business | Premier Biomedical, Inc. ("the Company") was incorporated in the State of Nevada on May 10, 2010 ("Inception"). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. The Company will market these medications and procedures to leading worldwide pharmaceutical firms via publication in medical journals and by direct contact. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. |
Patent rights and applications | Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. |
Fair Value of Financial Instruments | Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Basic and Diluted Loss Per Share | The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Stock-Based Compensation | Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company's stock based compensation consisted of the following during the years ended December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 Common stock issued for services $ - $ 263,079 Warrants issued for services 319,986 96,767 Warrants issued for services, related parties 1,529,182 394,540 Total stock based compensation $ 1,849,168 $ 754,386 |
Revenue Recognition | Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced. |
Advertising and Promotion | All costs associated with advertising and promoting products are expensed as incurred. These expenses were $59,956 and $159,411 for the years ended December 31, 2015 and 2014, respectively. |
Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. |
Uncertain Tax Positions | In accordance with ASC 740, "Income Taxes" ("ASC 740"), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's various filing positions. |
Recently Issued Accounting Pronouncements | In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the year ended December 31, 2015, have had or are expected to have a significant impact on the Company's financial statements. |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Business And Significant Accounting Policies Tables | |
Stock-Based Compensation | December 31, December 31, 2015 2014 Common stock issued for services $ - $ 263,079 Warrants issued for services 319,986 96,767 Warrants issued for services, related parties 1,529,182 394,540 Total stock based compensation $ 1,849,168 $ 754,386 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Of Financial Instruments Tables | |
Fair Value of Financial Instruments | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2015 and 2014, respectively: Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 35,414 $ - $ - Total assets 35,414 - - Liabilities Convertible note payable, net of discounts - 64,606 - Notes payable, related parties - 30,000 - Total liabilities - 94,606 - $ 35,414 $ (94,606 ) $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Assets Cash $ 102,599 $ - $ - Total assets 102,599 - - Liabilities Convertible note payable, net of discounts - 14,879 - Total liabilities - 14,879 - $ 102,599 $ (14,879 ) $ - |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Note Payable Tables | |
Summary of convertible note payable | Convertible notes payable consist of the following at December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 On December 28, 2015, the Company received net proceeds of $130,000 in exchange for a 10% interest bearing; unsecured convertible promissory note dated December 28, 2015 with a face value of $157,500 ("First Redwood Note"), which matures on September 28, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of (i) 60% of the lowest traded price over the 15 days prior to conversion or (ii) a fixed $0.00005 per share. The note carries liquidated damages of $1,000 per day for failure to provide certificates, and compensation for Buy-In on failure to timely deliver certificates. Principal and interest is due upon default at 50% of the lowest traded price over the previous fifteen (15) days, and an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate per applicable law. $ 157,500 $ - On December 15, 2015, the Company received net proceeds of $25,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $27,500 ("Second JMJ Note"), which matures on December 15, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $250,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to the conversion request date, or a fixed rate of $0.00005 per share, as amended within the original promissory note on September 8, 2015 (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). The note carries a one-time twelve percent (12%) of principal interest charge in the event of default, and the debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The promissory note carries a $2,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company reserved at least 24 million shares of common stock for potential conversions. 27,500 - On September 21, 2015, the Company received net proceeds of $45,000 in exchange for an 8% interest bearing; unsecured convertible promissory note dated September 3, 2015 with a face value of $48,000 ("First Vis Vires Note"), which matures on June 8, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of fifty eight percent (58%) of the average of the three (3) lowest closing bid prices over the 10 days prior to conversion, or a fixed rate of $0.00001 per share. The note includes various prepayment penalties ranging from 112% through 130%, and default provisions of 150% of the then outstanding principal and interest, and an interest rate of 22% thereafter. The debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The Company must at all times reserve at least 20,250,000 shares of common stock for potential conversions. 48,000 - On September 2, 2015, the Company received net proceeds of $50,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $55,000 ("First JMJ Note"), which matures on September 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $250,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of sixty percent (60%) of the lowest trading price of the Company's common stock over the twenty five (25) trading days prior to the conversion request date, or a fixed rate of $0.00005 per share, as amended within the original promissory note on September 8, 2015 (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). The note carries a one-time twelve percent (12%) of principal interest charge in the event of default, and the debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company reserved at least 24 million shares of common stock for potential conversions. 55,000 - On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC ("Adar Bays"), pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note in the original principal amount of $44,100.00 (the "First Adar Note"). The Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from Adar Bays. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance 115% of the principal amount; (b) between 31 and 60 days after issuance 121% of the principal amount; (c) between 61 and 90 days after issuance 127% of the principal amount; (d) between 91 and 120 days after issuance 133% of the principal amount; (e) between 121 and 150 days after issuance 139% of the principal amount; and (f) between 151 and 180 days after issuance 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on March 2, 2015, the date that the purchase price was delivered to us. The note holder elected to convert a total of $46,355, consisting of $44,100 of principal and $2,255 of interest, in exchange for 15,772,387 shares of common stock on various dates between September, 2015 and November 12, 2015. - - On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG Capital"), pursuant to which we sold to LG Capital a 8% Convertible Promissory Note in the original principal amount of $82,687.00 (the " Second LG Note"). The Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing bid prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from LG Capital. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance 115% of the principal amount; (b) between 31 and 60 days after issuance 121% of the principal amount; (c) between 61 and 90 days after issuance 126% of the principal amount; (d) between 91 and 120 days after issuance 132% of the principal amount; (e) between 121 and 150 days after issuance 138% of the principal amount; and (f) between 151 and 180 days after issuance 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on January 30, 2015, the date that the purchase price was delivered to us. The note holder elected to convert a total of $87,679, consisting of $82,687 of principal and $4,992 of interest, in exchange for a total of 23,099,120 shares of common stock on various dates between August 4, 2015 and December 15, 2015. - - On November 25, 2014, the Company received an unsecured loan from Typenex Co-Investment, LLC ("First Typenex Note") in the amount of $86,500, bearing interest at 10%, maturing on August 25, 2015, in exchange for net proceeds of $75,000 after the deduction of $4,000 of loan origination costs and an original issue discount ("OID") of $7,500. The Company also issued Typenex warrants to purchase 351,455 shares of common stock at a strike price of $0.18 per share over a five year term from the date of investment. The principal and interest is convertible into shares of common stock at the discretion of the note holder at the lesser of (i) $0.18 per share, or (ii) 70% (the "Conversion Factor") multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the "Conversion Floor"). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The note can be prepaid upon notice to Typenex any time prior to the first conversion at a premium of 120% of the then outstanding balance of the Note. The note carries a default interest rate of 22% per annum. The note holder elected to convert a total of $93,354, consisting of $86,500 of principal and $6,854 of interest, in exchange for 17,852,380 shares of common stock on various dates between June 3, 2015 and December 1, 2015. - 86,500 Total convertible notes payable 288,000 86,500 Less unamortized debt discounts: Discount on beneficial conversion feature 210,230 32,137 Original issue discount 13,164 6,511 Discount on warrants - 32,973 Convertible notes payable 64,606 14,879 Less: current portion 64,606 14,879 Convertible notes payable, less current portion $ - $ - |
Interest expense related to the convertible debts | December 31, December 31, 2015 2014 Interest on convertible notes $ 21,172 $ 721 Interest and penalties on related party loans 1,170 29,455 Amortization of loan origination costs 10,272 527 Amortization of beneficial conversion feature 118,918 4,882 Amortization of OID 14,384 989 Amortization of warrants 32,973 5,008 Total interest expense $ 198,889 $ 41,582 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable Related Parties Tables | |
Notes payable, related parties | Notes payable, related parties consist of the following at December 31, 2015 and 2014, respectively: December 31, December 31, 2015 2014 On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company's CEO. $ 10,000 $ - On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company's Chairman of the Board. 10,000 - On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from one of the Company's Directors. 10,000 - On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from the Company's CEO. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the schedule listed below if the note is paid prior to maturity: No. of days after issuance date: Prepayment Premium: 0-30 days 31-60 days 61-90 days 91-120 days 121 days or more 15% 20% 25% 30% 35% The note was repaid in full on March 12, 2014, in the total amount of $66,381, consisting of $50,000 of principal, $1,381 of interest and $15,000 of prepayment premium. - - On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from one of the Company's Directors. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the same schedule listed above in the $50,000 note from the Company's CEO. The note was repaid in full on March 12, 2014, in the total amount of $66,238, consisting of $50,000 of principal, $1,238 of interest and $15,000 of prepayment premium. - - On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company's CEO. The note was repaid in full on March 7, 2014. - - On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand and a from the Company's Chairman of the Board of Directors. The note was repaid in full on March 12, 2014. - - On May 7, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company's directors. The note was repaid in full on March 12, 2014. - - Total notes payable, related parties 30,000 - Less: current portion 30,000 - Notes payable, related parties, less current portion $ - $ - |
Series A Convertible Preferre26
Series A Convertible Preferred Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Series Convertible Preferred Stock Warrants Tables | |
Summary of information about the Series A Preferred Stock Warrants outstanding | Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Underlying Weighted Average Weighted Shares Weighted Range of Shares Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.001 2,000,000 4.5 years $ 0.001 2,000,000 $ 0.001 |
Weighted-average assumptions used for grants | December 31, December 31, 2015 2014 Average risk-free interest rates N/A N/A Average expected life (in years) N/A N/A |
Summary of activity of outstanding series A preferred stock warrants | Weighted Average Number of Exercise Shares Price Balance, December 31, 2013 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised - - Balance, December 31, 2014 2,000,000 $ 0.001 Warrants - - Warrants granted - - Warrants exercised - - Balance, December 31, 2015 2,000,000 $ 0.001 Exercisable, December 31, 2015 2,000,000 $ 0.001 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock Warrants Tables | |
Summary of information about the Common Stock Warrants outstanding | Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.00001 $1.45 53,591,455 5.27 years $ 0.14633 47,541,455 $ 0.15701 |
Weighted-average assumptions used for grants | December 31, December 31, 2015 2014 Average risk-free interest rates 1.75 % 1.18 % Average expected life (in years) 9.22 4.24 |
Summary of activity of outstanding common stock warrants | Weighted Average Number of Exercise Shares Price Balance, December 31, 2013 39,650,000 $ 0.1172 Warrants cancelled (95,000 ) (0.75 ) Warrants granted 11,051,455 0.2477 Warrants exercised (15,000 ) (0.75 ) Balance, December 31, 2014 50,591,455 $ 0.1443 Warrants cancelled (50,000 ) (0.25 ) Warrants granted 7,050,000 0.0784 Warrants exercised (4,000,000 ) (0.00001 ) Balance, December 31, 2015 53,591,455 $ 0.1463 Exercisable, December 31, 2015 47,541,455 $ 0.15701 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Deferred tax asset | December 31, December 31, 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 932,050 $ 675,610 Net deferred tax assets before valuation allowance $ 932,050 $ 675,610 Less: Valuation allowance (932,050 ) (675,610 ) Net deferred tax assets $ - $ - |
Reconciliation between the amounts of income tax | December 31, December 31, 2015 2014 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %) |
Nature of Business and Signif29
Nature of Business and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Nature Of Business And Significant Accounting Policies | ||
Common stock issued for services | $ 263,079 | |
Warrants issued for services | $ 319,986 | 96,767 |
Warrants issued for services, related parties | 1,529,182 | 394,540 |
Stock based compensation | $ 1,849,168 | $ 754,386 |
Nature of Business and Signif30
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Nature Of Business And Significant Accounting Policies Details Narrative | ||
Advertising and promotion expenses | $ 59,956 | $ 159,411 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Going Concern Details Narrative | ||
Accumulated deficit | $ 10,777,797 | $ 8,195,626 |
Working capital deficit | $ (279,970) |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Details Narrative | ||
Amount owed to Chairman of the Board of Directors | $ 37,486 | $ 11,069 |
Amount owed to CEO | 3,265 | 465 |
Amount owed to Boards of Directores | 13,917 | 13,765 |
Amortization recorded as professonal fee | $ 1,529,182 | $ 394,540 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 35,414 | $ 102,599 |
Liabilities | ||
Convertible note payable, net of discounts | $ 64,606 | $ 14,879 |
Notes payable, related parties | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash | $ 35,414 | $ 102,599 |
Total assets | 35,414 | $ 102,599 |
Liabilities | ||
Convertible note payable, net of discounts | ||
Total liabilities | ||
Net assets and liabilities | 35,414 | $ 102,599 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible note payable, net of discounts | 64,606 | $ 14,879 |
Notes payable, related parties | 30,000 | |
Total liabilities | 94,606 | 14,879 |
Net assets and liabilities | $ (94,606) | $ (14,879) |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible note payable, net of discounts | ||
Notes payable, related parties | ||
Total liabilities | ||
Net assets and liabilities |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total convertible note payable | $ 288,000 | $ 86,500 |
Less unamortized debt discounts: Discount on beneficial conversion feature | 210,230 | 32,137 |
Less unamortized debt discounts: Original issue discount | $ 13,164 | 6,511 |
Discount on warrants | 32,973 | |
Convertible note payable | $ 64,606 | 14,879 |
Less: current portion | $ 64,606 | $ 14,879 |
Convertible note payable, less current portion | ||
On December 28, 2015 Unsecured loan [Member] | ||
Total convertible note payable | $ 157,500 | |
On December 15, 2015 Unsecured loan [Member] | ||
Total convertible note payable | 27,500 | |
On September 21, 2015 Unsecured loan [Member] | ||
Total convertible note payable | 48,000 | |
On September 2, 2015 Unsecured loan [Member] | ||
Total convertible note payable | $ 55,000 | |
On February 24, 2015 Unsecured loan [Member] | ||
Total convertible note payable | ||
On January 30, 2015 Unsecured loan [Member] | ||
Total convertible note payable | ||
On November 25, 2014 Unsecured loan [Member] | ||
Total convertible note payable | $ 86,500 |
Convertible Note Payable (Det35
Convertible Note Payable (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Note Payable Details 1 | ||
Interest on convertible notes | $ 21,172 | $ 721 |
Interest and penalties on related party loans | 1,170 | 29,455 |
Amortization of loan origination costs | 10,272 | 527 |
Amortization of beneficial conversion feature | 118,918 | 4,882 |
Amortization of OID | 14,384 | 989 |
Amortization of warrants | 32,973 | 5,008 |
Total interest expense | $ 198,889 | $ 41,582 |
Convertible Note Payable (Det36
Convertible Note Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt amortization | $ 166,275 | $ 10,879 |
Debt discounts | 318,048 | 82,500 |
Issue Discounts | 21,037 | 7,500 |
Warrant Discounts | 0 | 37,981 |
Beneficial conversion feature of convertible note | 297,011 | 37,019 |
First Redwood Convertible Note | ||
Debt amortization | 1,418 | 0 |
JMJ Financial Convertible Note | ||
Debt amortization | 1,096 | 0 |
Vis Vires Group, Inc. Convertible Note | ||
Debt amortization | 15,265 | 0 |
First JMJ Financial Convertible Note | ||
Debt amortization | 16,439 | 0 |
Adar Bays, LLC Convertible Note | ||
Debt amortization | 20,420 | 0 |
LG Capital Funding, LLC Convertible Note [Member] | ||
Debt amortization | 32,143 | 0 |
Typenex Co-Investment, LLC Convertible Note [Member] | ||
Debt amortization | $ 32,137 | $ 4,882 |
Notes Payable, Related Partie37
Notes Payable, Related Parties (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total notes payable, related parties | $ 30,000 | |
Less: current portion | $ 30,000 | |
Notes payable, related parties, less current portion | ||
Chief Executive Officer [Member] | ||
Total notes payable, related parties | $ 10,000 | |
Chairman, Board of Directors [Member] | ||
Total notes payable, related parties | 10,000 | |
Director [Member] | ||
Total notes payable, related parties | $ 10,000 | |
Chief Executive Officer [Member] | ||
Total notes payable, related parties | ||
Directors [Member] | ||
Total notes payable, related parties | ||
Chief Executive Officer [Member] | ||
Total notes payable, related parties | ||
Chairman, Board of Directors [Member] | ||
Total notes payable, related parties | ||
Director One [Member] | ||
Total notes payable, related parties |
Notes Payable, Related Partie38
Notes Payable, Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Notes Payable Related Parties | ||
Interest expense | $ 1,170 | $ 29,455 |
Imputed interest expense | $ 134 |
Series A Convertible Preferre39
Series A Convertible Preferred Stock Warrants (Details) - Series A Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Range of Exercise Prices | $ 0.001 |
Shares Underlying Warrants Outstanding | shares | 2,000,000 |
Weighted Average Remaining Contractual Life | 4 years 6 months |
Weighted Average Excercise Price | $ 0.001 |
Shares Underlying Warrants Exercisable | shares | 2,000,000 |
Weighted Average Exercise Price | $ 0.001 |
Series A Convertible Preferre40
Series A Convertible Preferred Stock Warrants (Details 1) - Series A Preferred Stock [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Average risk-free interest rates | ||
Average expected life (in years) | 0 years | 0 years |
Series A Convertible Preferre41
Series A Convertible Preferred Stock Warrants (Details 2) - Series A Preferred Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants outstanding, Beginning balance | 2,000,000 | 2,000,000 |
Warrants expired | ||
Warrants granted | ||
Warrants exercised | ||
Warrant outstanding, Ending balancre | 2,000,000 | 2,000,000 |
Exercisable | 2,000,000 | |
Warrants outstanding weighted average exercise price, Beginning balance | $ 0.001 | $ 0.001 |
Warrants cancelled weighted average exercise price | ||
Warrants granted weighted average exercise price | ||
Warrants exercised weighted average exercise price | ||
Warrants outstanding weighted average exercise price, Ending balance | $ 0.001 | $ 0.001 |
Warrants exercisable weighted average exercise price, Ending balance | $ 0.001 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Common Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Shares Underlying Warrants Outstanding | shares | 53,591,455 |
Weighted Average Remaining Contractual Life | 5 years 3 months 7 days |
Weighted Average Excercise Price | $ 0.14633 |
Shares Underlying Warrants Exercisable | shares | 47,541,455 |
Weighted Average Exercise Price | $ 0.15701 |
Minimum [Member] | |
Range of Exercise Prices | 0.00001 |
Maximum [Member] | |
Range of Exercise Prices | $ 1.45 |
Common Stock Warrants (Details
Common Stock Warrants (Details 1) - Common Stock Warrants [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Average risk-free interest rates | 1.75% | 1.18% |
Average expected life (in years) | 9 years 2 months 19 days | 4 years 2 months 27 days |
Common Stock Warrants (Detail44
Common Stock Warrants (Details 2) - Common Stock Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants outstanding, Beginning balance | 50,591,455 | 39,650,000 |
Warrants cancelled | (50,000) | (95,000) |
Warrants granted | 7,050,000 | 11,051,455 |
Warrants exercised | (4,000,000) | (15,000) |
Warrant outstanding, Ending balancre | 53,591,455 | 50,591,455 |
Exercisable | 47,541,455 | |
Warrants outstanding weighted average exercise price, Beginning balance | $ 0.1443 | $ 0.1172 |
Warrants cancelled weighted average exercise price | (0.25) | (0.75) |
Warrants granted weighted average exercise price | 0.0784 | 0.2477 |
Warrants exercised weighted average exercise price | (0.00001) | (0.75) |
Warrants outstanding weighted average exercise price, Ending balance | 0.1463 | $ 0.1443 |
Warrants exercisable weighted average exercise price, Ending balance | $ 0.15701 |
Common Stock Warrants (Detail45
Common Stock Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Professional fee | $ 2,015,898 | $ 949,319 |
Amortization of debt discount | 5,008 | |
Common Stock Warrants [Member] | ||
Professional fee | 6,079 | $ 0 |
Stock based compensation expense | 58,301 | |
Amortization of debt discount | $ 32,973 | |
Warrants expired | 50,000 | 95,000 |
Weighted average fair value of warrants granted | $ 0.25 | $ 0.75 |
Common Stock Warrant One [Member] | ||
Professional fee | $ 14,421 | |
Common Stock Warrant Two [Member] | ||
Professional fee | 11,943 | $ 0 |
Common Stock Warrant Three [Member] | ||
Professional fee | 11,939 | 0 |
Common Stock Warrant Four [Member] | ||
Professional fee | 283,368 | 73,403 |
Common Stock Warrant Five [Member] | ||
Professional fee | 247,947 | 64,227 |
Common Stock Warrants Six [Member] | ||
Professional fee | $ 637,578 | 637,578 |
Common Stock Warrants One [Member] | ||
Professional fee | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 932,050 | $ 675,610 |
Net deferred tax assets before valuation allowance | 932,050 | 675,610 |
Less: Valuation allowance | $ (932,050) | $ (675,610) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details 1 | ||
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | (35.00%) | (35.00%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details Narrative | ||
Federal net operating losses | $ 2,662,993 | $ 1,930,314 |
Federal net operating losses expire | 2,031 |