Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 26, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
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 | $ 3,464,258 | ||
Entity Common Stock, Shares Outstanding | 491,852,004 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash | $ 22,437 | $ 35,414 | |
Prepaid Expenses | 11,430 | 9,166 | |
Total current assets | 33,867 | 44,580 | |
Property and equipment, net | 5,100 | 3,647 | |
Total assets | 38,967 | 48,227 | |
Current liabilities: | |||
Accounts Payable | 220,740 | 188,265 | |
Accounts payable, related parties | 52,489 | 54,668 | |
Accrued interest | 18,026 | 7,792 | |
Accrued interest, related parties | 3,570 | 1,170 | |
Convertible notes payable, net of discounts of $149,456 and $246,185 at December 31, 2016 and 2015, respectively | 153,024 | 41,815 | |
Notes payable, related parties | 30,000 | 30,000 | |
Derivative liabilities | 221,822 | 150,076 | |
Total current liabilities | 699,671 | 473,786 | |
Total liabilities | 699,671 | 473,786 | |
Stockholders' equity (deficit): | |||
Preferred stock, $0.001 par value, 10,000,000 shares 'authorized, 2,000,000 and -0- shares issued and outstanding at December 31, 2016 and 2015, respectively | 2,000 | ||
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 304,556,650 and 82,331,062 shares issued and outstanding at December 31, 2016 and 2015, respectively | 3,046 | 823 | |
Additional paid in capital | 11,899,504 | 10,370,651 | |
Accumulated deficit | (12,565,254) | (10,797,033) | |
Total stockholders' equity (deficit) | (660,704) | (425,559) | $ (67,759) |
Total liabilities and stockholders' equity (deficit) | $ 38,967 | $ 48,227 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current liabilities: | ||
Convertible notes payable, net of discounts | $ 149,456 | $ 246,185 |
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 | 2,000,000 | 0 |
Preferred stock, outstanding shares | 2,000,000 | 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 | 304,556,650 | 82,331,062 |
Common stock, outstanding shares | 304,556,650 | 82,331,062 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statements Of Operations | ||
Revenue | ||
Operating expenses: | ||
Research and development | 113,862 | 234,095 |
General and administrative | 191,379 | 133,289 |
Professional fees | 332,650 | 2,015,898 |
Total operating expenses | 637,891 | 2,383,282 |
Net operating loss | (637,891) | (2,383,282) |
Other income (expense): | ||
Interest expense | (817,423) | (198,049) |
Loss on judgment, Typenex | (340,647) | |
Gain on settlement, Typenex | 53,788 | |
Change in derivative liabilities | (26,048) | (20,076) |
Total other income (expenses) | (1,130,330) | (218,125) |
Net loss | $ (1,768,221) | $ (2,601,407) |
Weighted average number of common shares outstanding - basic and fully diluted | 151,651,420 | 31,264,255 |
Net loss per share - basic and fully diluted | $ (0.01) | $ (0.08) |
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, 2014 | $ 218 | $ 8,127,649 | $ (8,195,626) | $ (67,759) | |
Beginning Balance, Shares at Dec. 31, 2014 | 21,757,175 | ||||
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 | 167,011 | 167,011 | |||
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) | ||||
Shares issued for services, Amount | |||||
Net loss | (2,601,407) | (2,601,407) | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 823 | 10,370,651 | (10,797,033) | (425,559) | |
Ending Balance, Shares at Dec. 31, 2015 | 82,331,062 | ||||
Amortization of warrants granted for services, related parties | 25,030 | 25,030 | |||
Amortization of warrants granted for services | 14,739 | 14,739 | |||
Common stock issued on debt conversions, Amount | $ 1,652 | 736,064 | 737,716 | ||
Common stock issued on debt conversions, Shares | 165,196,985 | ||||
Exercise of warrants at $0.00001 per share, related party, Amount | $ 200 | 200 | |||
Exercise of warrants at $0.00001 per share, related party, Shares | 20,000,000 | ||||
Common stock issued on equity line of credit, Amount | $ 280 | 143,240 | 143,520 | ||
Common stock issued on equity line of credit, Shares | 27,952,890 | ||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Amount | $ 2,000 | 2,000 | |||
Exercise of preferred stock warrants at $0.001 per share, related parties, Shares | 2,000,000 | ||||
Exercise of cashless warrants at $0.00001 per share, Amount | $ 22 | (22) | |||
Exercise of cashless warrants at $0.00001 per share, Shares | 2,248,846 | ||||
Shares issued for serttlement of reimbursements, related party, Amount | $ 6 | 13,759 | 13,765 | ||
Shares issued for serttlement of reimbursements, related party, Shares | 600,000 | ||||
Shares issued for services, Amount | $ 63 | 70,558 | 70,621 | ||
Shares issued for services, Shares | 6,226,867 | ||||
Adjustments to derivative liability due to debt conversions | 525,485 | 525,485 | |||
Net loss | (1,768,221) | (1,768,221) | |||
Ending Balance, Amount at Dec. 31, 2016 | $ 2,000 | $ 3,046 | $ 11,899,504 | $ (12,565,254) | $ (660,704) |
Ending Balance, Shares at Dec. 31, 2016 | 2,000,000 | 304,556,650 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,768,221) | $ (2,601,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,083 | 1,462 |
Change in fair market value of derivative liabilities | 26,048 | 20,076 |
Amortization of debt discount | 749,162 | 175,707 |
Gain on settlement of judgment | (53,788) | |
Stock based compensation, related parties | 25,030 | 1,529,182 |
Stock based compensation | 85,360 | 319,986 |
Decrease (increase) in assets: | ||
Prepaid expenses | (2,264) | 284 |
Increase (decrease) in liabilities: | ||
Accounts payable | 32,475 | 40,774 |
Accounts payable, related parties | 11,586 | 29,369 |
Accrued interest | 65,860 | 21,172 |
Accrued interest, related parties | 2,400 | 1,170 |
Judgment payable | 340,647 | |
Net cash used in operating activities | (483,622) | (462,225) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (3,536) | |
Net cash used in investing activities | (3,536) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | 2,200 | 40 |
Proceeds from sale of stock on equity line of credit | 143,520 | |
Proceeds of convertible notes payable | 417,500 | 365,000 |
Proceeds of notes payable, related parties | 30,000 | |
Repayments of convertible notes payable | (89,039) | |
Net cash provided by financing activities | 474,181 | 395,040 |
NET CHANGE IN CASH | (12,977) | (67,185) |
CASH AT BEGINNING OF PERIOD | 35,414 | 102,599 |
CASH AT END OF PERIOD | 22,437 | 35,414 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 13,539 | |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | 167,011 | |
Value of debt discounts | 571,183 | 130,000 |
Value of derivative adjustment due to debt conversions | 525,485 | |
Value of shares issued for conversion of debt | 737,716 | 227,388 |
Convertible note issued in settlement of judgment payable | 300,000 | |
Common stock issued for settlement of accounts payable, related party | 13,765 | |
Cashless exercise of common stock warrants, 2,250,000 warrants exercised | $ 22 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
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, 2016 and 2015, respectively: December 31, December 31, 2016 2015 Common stock issued for services $ 70,621 $ - Warrants issued for services, related parties 25,030 1,529,182 Warrants issued for services 14,739 319,986 Total stock based compensation $ 110,390 $ 1,849,168 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 $82,246 and $59,956 for the years ended December 31, 2016 and 2015, 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 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties that are under Common Control In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In August, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June, 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) . In March, 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March, 2016, the FASB issued ASU No. 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. In March, 2016, the FASB issued ASU No. 2016-04, Liabilities—Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products No other new accounting pronouncements, issued or effective during the year ended December 31, 2016, 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, 2016 | |
Notes to Financial Statements | |
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 $12,565,254, and had negative working capital of ($665,804) at December 31, 2016. These factors raise substantial doubt about the CompanyÂ’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 CompanyÂ’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. |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 3 - Restatement | The Company is restating its December 31, 2015 financial statements and the interim financial statements for the three months ended March 31, 2016, the six months ended June 30, 2016 and nine months ended September 30, 2016 in order to account for embedded derivatives within the Redwood Notes, rather than beneficial conversion feature discounts. The financial statements will be restated prospectively during 2017. The Company determined that it had not properly recognized embedded derivative liabilities within the Redwood Notes that originated on various dates between December 28, 2015 and May 27, 2016. The Company has recognized a derivative liability in lieu of the previously recognized beneficial conversion feature and the related change in derivative liabilities and amortization of the debt discount expenses have been adjusted to correct this error. The following adjustments were made to the December 31, 2015 Restated Balance Sheet: PREMIER BIOMEDICAL, INC. BALANCE SHEET As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 ASSETS Current assets: Cash $ 35,414 $ - $ 35,414 Prepaid expenses 9,166 - 9,166 Total current assets 44,580 - 44,580 Property and equipment, net 3,647 - 3,647 Total assets $ 48,227 $ - $ 48,227 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 188,265 $ - $ 188,265 Accounts payable, related parties 54,668 - 54,668 Accrued interest 7,792 - 7,792 Accrued interest, related parties 1,170 - 1,170 Convertible notes payable, net of discounts of $245,345 42,655 (840 ) 41,815 Notes payable, related parties 30,000 - 30,000 Derivative liabilities - 150,076 150,076 Total current liabilities 324,550 149,236 473,786 Total liabilities 324,550 149,236 473,786 Commitments and contingencies - - - 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 Additional paid in capital 10,500,651 (130,000 ) 10,370,651 Accumulated deficit (10,777,797 ) (19,236 ) (10,797,033 ) Total stockholders' equity (deficit) (276,323 ) (149,236 ) (425,559 ) Total liabilities and stockholders' equity (deficit) $ 48,227 $ - $ 48,227 The following adjustments were made to the December 31, 2015 Restated Statement of Operations: PREMIER BIOMEDICAL, INC. STATEMENT OF OPERATIONS As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 Revenue $ - $ - $ - Operating expenses: Research and development 234,095 - 234,095 General and administrative 133,289 - 133,289 Professional fees 2,015,898 - 2,015,898 Total operating expenses 2,383,282 - 2,383,282 Net operating loss (2,383,282 ) - (2,383,282 ) Other expense: Interest expense (198,889 ) 840 (198,049 ) Change in derivative liabilities - (20,076 ) (20,076 ) Total other expenses (198,889 ) (19,236 ) (218,125 ) Net loss $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) The December 31, 2015 Statement of StockholdersÂ’ Equity (Deficit) was restated to increase the Accumulated Deficit from $10,777,797 to $10,797,033 for the additional net loss for the year of $19,236. The net loss as originally stated was $2,582,171, and as restated amounted to a net loss of $2,601,407. Additional Paid-In Capital was also restated to remove a $130,000 beneficial conversion feature from Additional Paid-In Capital that was corrected to be accounted for as an embedded derivative. The impact of the correction is summarized below: PREMIER BIOMEDICAL, INC. SUMMARY OF CORRECTIONS TO STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 Beneficial conversion feature of convertible note $ 297,011 $ (130,000 ) $ 167,011 Additional Paid-In Capital $ 10,500,651 $ (130,000 ) $ 10,370,651 Net loss for the year ended December 31, 2015 $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) Accumulated Deficit $ (10,777,797 ) $ (19,236 ) $ (10,797,033 ) The following adjustments were made to the December 31, 2015 Restated Statement of Cash Flows: PREMIER BIOMEDICAL, INC. STATEMENT OF CASH FLOWS As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,462 - 1,462 Change in fair market value of derivative liabilities - 20,076 20,076 Amortization of debt discounts 176,547 (840 ) 175,707 Stock based compensation, related parties 1,529,182 - 1,529,182 Stock based compensation 319,986 - 319,986 Decrease (increase) in assets: Prepaid expenses 284 - 284 Increase (decrease) in liabilities: Accounts payable 40,774 - 40,774 Accounts payable, related parties 29,369 - 29,369 Accrued interest 21,172 - 21,172 Accrued interest, related parties 1,170 - 1,170 Net cash used in operating activities (462,225 ) - (462,225 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of warrants, related party 40 - 40 Proceeds from convertible notes payable 365,000 - 365,000 Proceeds from notes payable, related parties 30,000 - 30,000 Net cash provided by financing activities 395,040 - 395,040 NET CHANGE IN CASH (67,185 ) - (67,185 ) CASH AT BEGINNING OF PERIOD 102,599 - 102,599 CASH AT END OF PERIOD $ 35,414 $ - $ 35,414 SUPPLEMENTAL INFORMATION: Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Discount on beneficial conversion feature on convertible note $ 297,011 $ (130,000 ) $ 167,011 Value of debt discounts $ - $ 130,000 $ 130,000 Value of shares issued for conversion of debt $ 227,388 $ - $ 227,388 |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 4 - Related Party | Accounts Payable The Company owed $46,016 and $37,486 as of December 31, 2016 and 2015, 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 $306 and $3,265 as of December 31, 2016 and 2015, respectively, to the CompanyÂ’s CEO for reimbursable expenses. The Company owed $6,167 and $13,917 as of December 31, 2016 and 2015, respectively, amongst members of the CompanyÂ’s Board of Directors for reimbursable expenses. Notes Payable 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 CompanyÂ’s CEO. 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 CompanyÂ’s Chairman of the Board. 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 CompanyÂ’s Directors. Accrued interest of $3,570 was outstanding on these notes as of December 31, 2016. Preferred Stock Issuances for Exercise of Preferred Stock Warrants On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the CompanyÂ’s CEO at $0.001 per share for total proceeds of $1,000. On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the CompanyÂ’s Chairman of the Board at $0.001 per share for total proceeds of $1,000. Common Stock Warrants Exercised On October 19, 2016, the Company issued 4,000,000 shares of common stock pursuant to the exercise of warrants by the CompanyÂ’s CEO at $0.00001 per share for total proceeds of $40. On October 19, 2016, the Company issued 4,000,000 shares of common stock pursuant to the exercise of warrants by the CompanyÂ’s Chairman of the Board at $0.00001 per share for total proceeds of $40. On October 1, 2015, the Company issued 3,000,000 shares of common stock pursuant to the exercise of warrants by the CompanyÂ’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 CompanyÂ’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. A total of $25,030 and $1,529,182 of previously issued warrants were amortized and expensed to professional fees as stock-based compensation during the years ended December 31, 2016 and 2015, respectively. Common Stock Issuances for Settlement of Accounts Payments On March 28, 2016, upon the resignation of Richard Najarian as one of the members of our Board of Directors, the Company issued 600,000 shares of common stock to Mr. Najarian in settlement of $13,765 of outstanding expense reimbursements. The total fair value of the common stock was $9,120 based on the closing price of the CompanyÂ’s common stock on the date of grant. |
Patent Rights and Applications
Patent Rights and Applications | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 5 - 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, 2016 | |
Notes to Financial Statements | |
Note 6 - 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 CompanyÂ’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, 2016 and 2015, respectively: Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Assets Cash $ 22,437 $ - $ - Total assets 22,437 - - Liabilities Convertible note payable, net of discounts - 153,024 - Notes payable, related parties - 30,000 - Total liabilities - 183,024 - $ 22,437 $ (183,024 ) $ - 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 - 41,815 - Notes payable, related parties - 30,000 - Total liabilities - 71,815 - $ 35,414 $ (71,815 ) $ - 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, 2016 or the year ended December 31, 2015. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2016 | |
Joint Venture | |
Note 7 - Joint Venture | On September 13, 2016, we entered into an operating agreement to form a pain management joint venture company with Advanced Technologies Solutions (ATS), a company based in San Diego, California and owned by Ronald T. LaBorde, a member of our Board of Directors. The joint venture company, Premier Biomedical Pain Management Solutions, LLC, a Nevada limited liability company (PBPMS), will develop and market natural and cannabis-based generalized, neuropathic, and localized pain relief treatment products. We own 50% of PBPMS and ATS owns the other 50%, with 89% of the profits allocated to us and the remaining 11% of profits allocated to ATS. As part of the agreement with ATS, Mr. LaBorde was appointed a member of our Board of Directors. PBPMS must enter into separate license agreements with us and ATS for the use of technology previously developed by both companies. Intellectual property developed jointly by the parties will be the property of PBPMS. However, ATS and Mr. LaBorde may develop inventions and intellectual property independently from PBPMS, and such inventions and intellectual property will be the sole property of ATS or Mr. LaBorde. Pursuant to the terms of the PBPMS operating agreement, we will tender 1,250,000 warrants, for the purchase of an equal number of shares of our common stock at a strike price of $0.05, pursuant to the license agreement between ATS and PBPMS. As of December 31, 2016, we had not yet issued these warrants or commenced the joint venture. Our initial capital contribution to PBPMS is $25,000, which has not yet been funded. ATS will contribute (i) technical, labor, manufacturing information and know-how required to produce the initial product, an extended duration topical pain relief patch; (ii) $5,000 worth of primary ingredients; and (iii) $5,000 worth of other materials to produce the initial prototype pain relief patches. PBPMS will be managed by a board of managers (PBPMS Board). Initially, the PBPMS Board will consist of William A. Hartman, our President and Chief Executive Officer and member of our Board of Directors, Ronald T. LaBorde, the Founder of ATS and member of our Board of Directors, Dr. Patricio Reyes, our Chief Technology Officer and member of our Board of Directors, and John Borza, our Vice-President and member of our Board of Directors. Decisions of the PBPMS Board require unanimous approval. The PBPMS operating agreement is subject to other common terms and ownership transfer restrictions, including a right of first refusal; however, we anticipate signing a more detailed and complete operating agreement to better clarify the terms of the joint venture as summarized above. No activity, outside of the execution of this agreement, had commenced as of December 31, 2016. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 8 - Convertible Note Payable | Convertible notes payable consist of the following at December 31, 2016 and 2015, respectively: December 31, December 31, 2016 2015 On October 10, 2016, the Company issued a 10% interest bearing; unsecured convertible promissory note with a face value of $300,000 (“Seventh Redwood Note”), which matures on October 10, 2017, pursuant to a Warrant Purchase Agreement by and among Redwood Management, LLC, the Company and Typenex. Pursuant to this agreement, Redwood purchased the warrants from Typenex, and Typenex provided a Satisfaction of Judgment and Release of Garnishment to release the Writ of Garnishment Typenex had placed on our transfer agent. Redwood paid installment payments to Typenex in the aggregate amount of $300,000, which were completed on, or about November 10, 2016. The principal and interest of the Seventh Redwood Note 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. This settled the dispute with Typenex. A total of $25,000 of principal was converted into 8,620,690 shares of common stock on November 21, 2016. $ 275,000 $ - On May 27, 2016, the Company received net proceeds of $85,000 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $105,000 (“Sixth Redwood Note”), which matures on February 27, 2017. 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. A total of $106,879, consisting of $105,000 of principal and $1,879 of interest, was converted into an aggregate of 20,039,892 shares of common stock at various dates between July 13, 2016 and December 7, 2016. - - On March 11, 2016, the Company received net proceeds of $90,000 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $105,000 (“Fifth Redwood Note”), which matures on December 11, 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. A total of $81,070, consisting of $77,520 of principal and $3,550 of interest, was converted into an aggregate of 32,647,975 shares of common stock at various dates between November 8, 2016 and December 22, 2016. 27,480 - On March 7, 2016, the Company received net proceeds of $67,500 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $78,750 (“Fourth Redwood Note”), which matures on December 7, 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. A total of $83,930, consisting of $78,750 of principal and $5,180 of interest, was converted into an aggregate of 20,628,179 shares of common stock at various dates between October 26, 2016 and December 7, 2016. - - On February 24, 2016, the Company received net proceeds of $67,500 in exchange for a 10% interest bearing; unsecured convertible promissory note dated February 22, 2016 with a face value of $78,750 (“Third Redwood Note”), which matures on November 22, 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. A total of $83,357, consisting of $78,750 of principal and $4,607 of interest, was converted into an aggregate of 17,926,514 shares of common stock at various dates between August 26, 2016 and December 7, 2016. - - On January 8, 2016, the Company received net proceeds of $107,500 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $131,250 (“Second Redwood Note”), which matures on October 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 (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. A total of $131,250 of principal was converted into an aggregate of 23,360,868 shares of common stock at various dates between July 11, 2016 and August 1, 2016. - - 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. A total of $164,007, consisting of $157,500 of principal and $6,507 of interest, was converted into an aggregate of 29,612,923 shares of common stock at various dates between April 6, 2016 and December 7, 2016. - 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 was 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 carried a $2,500 Original Issue Discount that was 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. The note was paid in full on March 4, 2016 out of the proceeds from the Redwood Notes. - 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 was 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 included 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 was 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. The note was paid in full on January 19, 2016 out of the proceeds from the Redwood Notes. - 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. A total of $62,222, consisting of $55,000 of principal and $7,222 of interest, was converted into an aggregate of 12,359,944 shares of common stock at various dates between March 2, 2016 and April 19, 2016. - 55,000 Total convertible notes payable 302,480 288,000 Less unamortized debt discounts: Derivative discounts 149,456 129,422 Discounts on beneficial conversion feature - 81,648 Original issue discounts - 13,164 Loan origination discounts - 21,951 Convertible notes payable 153,024 41,815 Less: current portion 153,024 41,815 Convertible notes payable, less current portion $ - $ - The Company recognized interest expense for the years ended December 31, 2016 and 2015, respectively, as follows: December 31, December 31, 2016 2015 Interest on judgment payable $ 13,141 $ - Interest on convertible notes 52,720 21,172 Interest on related party loans 2,400 1,170 Amortization of derivative discounts 551,149 578 Amortization of loan origination costs 79,451 10,272 Amortization of beneficial conversion feature 81,648 117,500 Amortization of OID 36,914 14,384 Amortization of warrants issued with convertible notes - 32,973 Total interest expense $ 817,423 $ 198,049 In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $652,433 and $346,798 for the variable conversion features of the convertible debts incurred during the years ended December 31, 2016 and 2015, respectively. The discounts, as recognized below, are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $749,162 and $175,707 of interest expense pursuant to the amortization of note discounts during the years ended December 31, 2016 and 2015, respectively. The Company recognized interest expense for the years ended December 31, 2016 and 2015, respectively, as follows: December 31, December 31, 2016 2015 Derivative discounts $ 571,183 $ 130,000 Beneficial conversion feature discounts - 167,011 Original issue discounts 23,750 21,037 Loan origination costs 57,500 28,750 Total debt discounts $ 652,433 $ 346,798 All of the convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s issued and outstanding shares. In accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued on the Redwood Notes represented embedded derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 9 - Notes Payable, Related Parties | Notes payable, related parties consist of the following at December 31, 2016 and 2015, respectively: December 31, December 31, 2016 2015 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 CompanyÂ’s CEO. $ 10,000 $ 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 CompanyÂ’s Chairman of the Board. 10,000 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 CompanyÂ’s Directors. 10,000 10,000 Total notes payable, related parties 30,000 30,000 Less: current portion 30,000 30,000 Notes payable, related parties, less current portion $ - $ - The Company recorded interest expense in the amount of $2,400 and $1,170 for the years ended December 31, 2016 and 2015, respectively related to notes payable, related parties. Accrued interest of $3,570 was outstanding on these notes as of December 31, 2016. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 10 - Derivative Liabilities | As discussed in Note 8 under Convertible Notes Payable, the Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $221,822 and $150,076 at December 31, 2016 and 2015, respectively. The change in fair value of the derivative liabilities resulted in a loss of $26,048 and a loss of $20,076 for the years ended December 31, 2016 and 2015, respectively, which has been reported within other expense in the statements of operations. The loss of $26,048 for the year ended December 31, 2016 consisted of a loss of $12,232 due to the value in excess of the face value of the convertible notes and a net loss in market value of 13,816 on the convertible notes. The loss of $20,076 for the year ended December 31, 2015 consisted of a loss of $14,748 due to the value in excess of the face value of the convertible notes and a net loss in market value of $5,328 on the convertible notes. The following is a summary of changes in the fair market value of the derivative liability during the years ended December 31, 2016 and 2015, respectively: Derivative Liability Total Balance, December 31, 2014 $ - Increase in derivative value due to issuances of convertible promissory notes 144,748 Change in fair market value of derivative liabilities due to the mark to market adjustment 5,328 Debt conversions - Balance, December 31, 2015 $ 150,076 Increase in derivative value due to issuances of convertible promissory notes 583,415 Change in fair market value of derivative liabilities due to the mark to market adjustment 13,816 Debt conversions (525,485 ) Balance, December 31, 2016 $ 221,822 Key inputs and assumptions used to value the convertible debentures and warrants issued during the years ended December 31, 2016 and 2015: · Stock price ranging from $0.0435 to $0.0050 during these periods would fluctuate with projected volatility. · The notes convert with variable conversion prices and fixed conversion prices (tainted notes). · An event of default would occur -0-% of the time, increasing 1% per month to a maximum of 20%. · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 145% - 385%. · The Company would redeem the notes -0-% of the time, increasing 1% per month to a maximum of 5%. · All notes are assumed to be extended at maturity by 2 years – the time required to convert out this volume of stock. · The holders of the securities would automatically convert midway through to maturity on a monthly basis based on ownership and trading volume limitations. · A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%. · The monthly trading volume would average $556,020 to $911,155 and would increase at 1% per month. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 11 - 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 May 27, 2016, we entered into a Stock Purchase Agreement with Redwood Management, LLC, pursuant to which we agreed to sell, and Redwood, or its assigns, agreed to purchase, up to Two Million Dollars ($2,000,000) of our common stock. Pursuant to the terms of the Purchase Agreement, we may issue a purchase notice directing Redwood to purchase our common stock at a 20% discount to the lowest sale price of our common stock during the five (5) previous business days and in an amount of the lesser of (i) $150,000 or (ii) 100% of the average daily trading volume of our common stock in the ten (10) business days immediately preceding the date we give notice to Redwood. We may issue multiple purchase notices to Redwood, subject to these limitations, but we may not issue such a purchase notice to Redwood within ten (10) business days of the completion of funding under the prior purchase notice. We must have a registration statement in effect under the Securities Act that covers the resale of any shares of common stock sold to Redwood pursuant to the Purchase Agreement. We issued five purchase notices and received aggregate proceeds of $143,520 pursuant to the issuance of 27,952,890 shares of common stock over various dates between July 21, 2016 and December 13, 2016. Typenex Judgment On July 28, 2016, the Third Judicial District Court of Salt Lake County in the State of Utah awarded Typenex Co-Investment, LLC a Default Judgment in the amount of $340,647, pursuant to a dispute over the number of warrants that Typenex was awarded with their convertible note entered into on November 25, 2014. The outstanding judgment award carries an interest rate of 22% until the judgment amount is paid in full. The Company had accrued the potential liability, and on October 10, 2016, we entered into a Warrant Purchase Agreement by and among Redwood Management, LLC, the Company and Typenex. Pursuant to this agreement, Redwood purchased the warrants from Typenex, and Typenex provided a Satisfaction of Judgment and Release of Garnishment to release the Writ of Garnishment Typenex had placed on our transfer agent. Redwood paid installment payments to Typenex in the aggregate amount of $300,000 through November of 2016 to settle the judgment. In conjunction with this transaction, we entered into an Exchange Agreement with Redwood whereby, in exchange for the warrants that Redwood purchased from Typenex, we issued a 10% Convertible Promissory Note to Redwood with a principal amount of $300,000. This settled the dispute with Typenex upon satisfaction of the payments to Typenex over various dates in October and November of 2016, and the warrants were cancelled. A total of $13,141 of interest had been accrued, which together with the $340,647 default judgment, resulted in a gain on extinguishment of $53,788. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 12 - 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. Preferred 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. 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. Common Stock The Company has one billion authorized shares of $0.00001 par value Common Stock, as increased pursuant to an amendment to the articles of incorporation on February 9, 2016. Common Stock Issuances for Debt Conversions (2016) On various dates between April 6, 2016 and December 22, 2016, the Company issued a total of 152,837,041 shares of common stock pursuant to the conversion of an aggregate of $675,494, consisting of $653,771 of principal and $21,723 of interest, among the Seven Redwood Notes. The notes were converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 19, 2016, the Company issued 3,159,944 shares of common stock pursuant to the conversion of $10,238 of principal on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 11, 2016, the Company issued 2,800,000 shares of common stock pursuant to the conversion of $9,744 of principal on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 17, 2016, the Company issued 4,400,000 shares of common stock pursuant to the conversion of $29,040 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. 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 on Stock Purchase Agreement (2016) On December 13, 2016, the Company drew down $25,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 6,250,000 shares of common stock pursuant to the Fifth Put Notice. On November 22, 2016, the Company drew down $25,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 6,377,551 shares of common stock pursuant to the Fourth Put Notice. On November 8, 2016, the Company drew down $25,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 6,097,561 shares of common stock pursuant to the Third Put Notice. On August 12, 2016, the Company drew down $39,520 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 5,200,000 shares of common stock pursuant to the Second Put Notice. On July 21, 2016, the Company drew down $29,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 4,027,778 shares of common stock pursuant to the First Put Notice. Common Stock Issuances for Exercise of Common Stock Warrants (2016) On December 23, 2016, the Company issued 6,000,000 shares of common stock pursuant to the exercise of warrants by the Company’s CEO at $0.00001 per share for total proceeds of $60. On December 23, 2016, the Company issued 6,000,000 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 $60. On October 19, 2016, the Company issued 4,000,000 shares of common stock pursuant to the exercise of warrants by the Company’s CEO at $0.00001 per share for total proceeds of $40. On October 19, 2016, the Company issued 4,000,000 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 $40. 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 Financing (2016) 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. Common Stock Issuances for Settlement of Accounts Payments, Related Party (2016) On March 28, 2016, upon the resignation of Richard Najarian as one of the members of our Board of Directors, the Company issued 600,000 shares of common stock to Mr. Najarian in settlement of $13,765 of outstanding expense reimbursements. The total fair value of the common stock was $9,120 based on the closing price of the Company’s common stock on the date of grant. Common Stock Issuances for Services (2016) On November 14, 2016, we issued 2,626,867 shares of our common stock to a third-party for legal services rendered. The total fair value of the common stock was $11,821 based on the closing price of the Company’s common stock on the date of grant. On February 12, 2016, we issued 600,000 shares of our common stock to a third-party for services rendered in connection with our recent financing transactions. The total fair value of the common stock was $10,800 based on the closing price of the Company’s common stock on the date of grant. 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. Beneficial Conversion Feature 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. |
Series A Convertible Preferred
Series A Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 13 - 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, 2016 and 2015. Series A Preferred Stock Warrants Cancelled No series A preferred stock warrants were cancelled during the years ended December 31, 2016 and 2015. Series A Preferred Stock Warrants Expired No series A preferred stock warrants were expired during the years ended December 31, 2016 and 2015. Series A Preferred Stock Warrants Exercised On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the CompanyÂ’s CEO at $0.001 per share for total proceeds of $1,000. On January 29, 2016, the Company issued 1,000,000 shares of series A preferred stock pursuant to the exercise of warrants by the CompanyÂ’s Chairman of the Board at $0.001 per share for total proceeds of $1,000. No series A preferred stock warrants were exercised during the year ended December 31, 2015. No Series A Preferred Stock Warrants were outstanding at December 31, 2016. The following is a summary of activity of outstanding series A preferred stock warrants: Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised - - Balance, December 31, 2015 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised (2,000,000 ) (0.001 ) Balance, December 31, 2016 - $ - Exercisable, December 31, 2016 - $ - |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 14 - 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 $25,030 and $6,079 of professional fee expense during the years ended December 31, 2016 and 2015, 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 $14,739 and $14,421 of professional fee expense during the years ended December 31, 2016 and 2015, 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 $-0- and $11,943 of professional fee expense during the years ended December 31, 2016 and 2015, 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 $-0- and $11,939 of professional fee expense during the years ended December 31, 2016 and 2015, 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 year ended December 31, 2015. A total of $39,769 and $1,849,169 of warrants were amortized and expensed to professional fees as stock-based compensation during the years ended December 31, 2016 and 2015, respectively, including $25,030 and $1,529,182 during the years ended December 31, 2016 and 2015, respectively, related to warrants issued to related parties. Common Stock Warrants Cancelled A total of 351,455 warrants exercisable at the lesser of (i) $0.18, and (ii) 70% of the Market Price, which is the average of the three (3) lowest VWAPs, not less than a fixed floor of $0.0001, during the twenty (20) trading day period ending on the last complete trading day prior to the date the conversion notice is delivered, or 65% if that price is less than $0.10 per share was cancelled during the year ended December 31, 2016 pursuant to the settlement reached with Typenex. No warrants were cancelled during the year ended December 31, 2015. Common Stock Warrants Expired A total of 300,000 and 50,000 warrants exercisable at $0.96 and $0.25 per share expired during years ended December 31, 2016 and 2015, respectively. Exercise of Common Stock Warrants (2016) 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. Exercise of Common Stock Warrants, Related Party (2016) On December 23, 2016, the Company issued 6,000,000 shares of common stock pursuant to the exercise of warrants by the Company’s CEO at $0.00001 per share for total proceeds of $60. On December 23, 2016, the Company issued 6,000,000 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 $60. On October 19, 2016, the Company issued 4,000,000 shares of common stock pursuant to the exercise of warrants by the Company’s CEO at $0.00001 per share for total proceeds of $40. On October 19, 2016, the Company issued 4,000,000 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 $40. 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. The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2016. Shares Underlying Shares Underlying Warrants Outstanding 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 30,690,000 4.91 years $ 0.24407 30,690,000 $ 0.24407 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, 2016 2015 Average risk-free interest rates N/A 1.75 % Average expected life (in years) N/A 9.22 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, 2016 and 2015 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 per warrant granted during the year ended December 31, 2015. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 50,591,455 $ 0.1443 Warrants expired (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 Warrants cancelled (351,455 ) (0.18 ) Warrants expired (300,000 ) (0.96 ) Warrants exercised (22,250,000 ) (0.00001 ) Balance, December 31, 2016 30,690,000 $ 0.24407 Exercisable, December 31, 2016 30,690,000 $ 0.24407 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 15 - 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, 2016 and 2015, 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, 2016 and December 31, 2015, the Company had approximately $4,334,000 and $2,663,000 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 CompanyÂ’s deferred tax asset are as follows: December 31, December 31, 2016 2015 Deferred tax assets: Net operating loss carry forwards $ 1,516,900 $ 932,050 Net deferred tax assets before valuation allowance $ 1,516,900 $ 932,050 Less: Valuation allowance (1,516,900 ) (932,050 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the CompanyÂ’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, 2016 and 2015, 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, 2016 2015 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, 2016 | |
Notes to Financial Statements | |
Note 16 - Subsequent Events | Securities Purchase Agreement On March 30, 2017, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and between the Company and each of The Special Equities Group, LLC, RDW Capital LLC, and DiamondRock, LLC (each a “Purchaser” and collectively, the “Purchasers”) to sell our common stock and warrants at a fixed price. Pursuant to the Purchase Agreement, we received from the Purchasers an aggregate of $300,000 in exchange for 40,000,002 shares of our common stock, warrants to purchase up to 40,000,002 shares of our common stock at an exercise price of $0.03 (“Series A Warrants”) and warrants to purchase up to 40,000,002 shares or our common stock at an exercise price of $0.05 (“Series B Warrants”). Both the Series A Warrants and Series B Warrants issued pursuant to the Purchase Agreement are exercisable immediately upon receipt and have a term of three years. The Purchasers will buy additional shares of our common stock and warrants for $150,000 within five trading days of our filing a registration statement to cover the Purchasers’ shares of common stock purchased pursuant to the Purchase Agreement, including shares of common stock issued or issuable upon exercise of the warrants (the “Second Closing”). Within five trading days of the registration statement being declared effective, we will receive another $150,000 from the Purchasers in exchange for shares or our common stock and warrants (the “Third Closing”). The per share purchase price of the Second Closing and Third Closing will be the lesser of (i) $0.02, subject to certain adjustments for stock splits and other similar transactions, or (ii) 50% of the closing price on the trading day immediately prior to the date of sale. The total number of shares to be sold in the Second Closing and Third Closing will be determined by dividing the total purchase amount of each closing (i.e., $150,000) by the per share purchase price. In each of the Second Closing and Third Closing, Series A Warrants and Series B Warrants will be issued to the Purchasers, both in an amount equal to the number of shares of common stock issued in the closing. The Purchase Agreement limits each Purchaser to beneficial ownership of our common stock of no more than 9.99%. The Purchasers also have certain anti-dilution rights in the Purchase Agreement for a period of 12 months. These rights allow the Purchasers to exchange their shares of common stock received pursuant to the Purchase Agreement for additional shares on the same terms and conditions of a subsequent financing. Registration Rights Agreement On March 30, 2017, we entered into a Registration Rights Agreement with the Purchasers in connection with the Purchase Agreement. In the Registration Rights Agreement, we agreed to prepare and file a registration statement with the Securities and Exchange Commission covering the resale of all of the shares of common stock sold to the Purchasers and the shares issuable upon exercise of the Series A Warrants and Series B Warrants. We agreed to file an initial registration statement as promptly as possible and have it declared effective no later than June 28, 2017 (or July 28, 2017 if the registration statement is reviewed by the Securities and Exchange Commission) and keep it continuously effective until the securities are sold or may be sold under Rule 144 of the Securities Act without volume or manner-of-sale restrictions. If all of the securities cannot be registered on one registration statement, we agreed to file subsequent registration statements to register the remaining securities as promptly as allowed. Common Stock Issuances for Debt Conversions On various dates between January 10, 2017 and March 13, 2017, the Company issued a total of 142,148,242 shares of common stock pursuant to the conversion of an aggregate of $323,197, consisting of $302,480 of principal and $20,717 of interest, among the Second, Fifth and Seventh Redwood Notes. The notes were converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Issuances on Stock Purchase Agreement On February 13, 2017, the Company drew down $8,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 2,000,000 shares of common stock pursuant to the Seventh Put Notice. On January 10, 2017, the Company drew down $10,323 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 3,147,110 shares of common stock pursuant to the Sixth Put Notice. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Basis Of Presentation 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 CompanyÂ’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 CompanyÂ’s stock based compensation consisted of the following during the years ended December 31, 2016 and 2015, respectively: December 31, December 31, 2016 2015 Common stock issued for services $ 70,621 $ - Warrants issued for services, related parties 25,030 1,529,182 Warrants issued for services 14,739 319,986 Total stock based compensation $ 110,390 $ 1,849,168 |
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 $82,246 and $59,956 for the years ended December 31, 2016 and 2015, 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 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties that are under Common Control In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In August, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June, 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) . In March, 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March, 2016, the FASB issued ASU No. 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. In March, 2016, the FASB issued ASU No. 2016-04, Liabilities—Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products No other new accounting pronouncements, issued or effective during the year ended December 31, 2016, have had or are expected to have a significant impact on the Company’s financial statements. |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Nature Of Business And Significant Accounting Policies Tables | |
Stock-Based Compensation | December 31, December 31, 2016 2015 Common stock issued for services $ 70,621 $ - Warrants issued for services, related parties 25,030 1,529,182 Warrants issued for services 14,739 319,986 Total stock based compensation $ 110,390 $ 1,849,168 |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restatement Tables | |
Restated Balance Sheet: | PREMIER BIOMEDICAL, INC. BALANCE SHEET As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 ASSETS Current assets: Cash $ 35,414 $ - $ 35,414 Prepaid expenses 9,166 - 9,166 Total current assets 44,580 - 44,580 Property and equipment, net 3,647 - 3,647 Total assets $ 48,227 $ - $ 48,227 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 188,265 $ - $ 188,265 Accounts payable, related parties 54,668 - 54,668 Accrued interest 7,792 - 7,792 Accrued interest, related parties 1,170 - 1,170 Convertible notes payable, net of discounts of $245,345 42,655 (840 ) 41,815 Notes payable, related parties 30,000 - 30,000 Derivative liabilities - 150,076 150,076 Total current liabilities 324,550 149,236 473,786 Total liabilities 324,550 149,236 473,786 Commitments and contingencies - - - 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 Additional paid in capital 10,500,651 (130,000 ) 10,370,651 Accumulated deficit (10,777,797 ) (19,236 ) (10,797,033 ) Total stockholders' equity (deficit) (276,323 ) (149,236 ) (425,559 ) Total liabilities and stockholders' equity (deficit) $ 48,227 $ - $ 48,227 |
Restated Statement of Operations | PREMIER BIOMEDICAL, INC. STATEMENT OF OPERATIONS As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 Revenue $ - $ - $ - Operating expenses: Research and development 234,095 - 234,095 General and administrative 133,289 - 133,289 Professional fees 2,015,898 - 2,015,898 Total operating expenses 2,383,282 - 2,383,282 Net operating loss (2,383,282 ) - (2,383,282 ) Other expense: Interest expense (198,889 ) 840 (198,049 ) Change in derivative liabilities - (20,076 ) (20,076 ) Total other expenses (198,889 ) (19,236 ) (218,125 ) Net loss $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) |
Restated Stockholders' Equity | PREMIER BIOMEDICAL, INC. SUMMARY OF CORRECTIONS TO STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 Beneficial conversion feature of convertible note $ 297,011 $ (130,000 ) $ 167,011 Additional Paid-In Capital $ 10,500,651 $ (130,000 ) $ 10,370,651 Net loss for the year ended December 31, 2015 $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) Accumulated Deficit $ (10,777,797 ) $ (19,236 ) $ (10,797,033 ) |
Restated Statement of Cash Flows | PREMIER BIOMEDICAL, INC. STATEMENT OF CASH FLOWS As Originally Reported As Restated December 31, December 31, 2015 Adjustments 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (2,582,171 ) $ (19,236 ) $ (2,601,407 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,462 - 1,462 Change in fair market value of derivative liabilities - 20,076 20,076 Amortization of debt discounts 176,547 (840 ) 175,707 Stock based compensation, related parties 1,529,182 - 1,529,182 Stock based compensation 319,986 - 319,986 Decrease (increase) in assets: Prepaid expenses 284 - 284 Increase (decrease) in liabilities: Accounts payable 40,774 - 40,774 Accounts payable, related parties 29,369 - 29,369 Accrued interest 21,172 - 21,172 Accrued interest, related parties 1,170 - 1,170 Net cash used in operating activities (462,225 ) - (462,225 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of warrants, related party 40 - 40 Proceeds from convertible notes payable 365,000 - 365,000 Proceeds from notes payable, related parties 30,000 - 30,000 Net cash provided by financing activities 395,040 - 395,040 NET CHANGE IN CASH (67,185 ) - (67,185 ) CASH AT BEGINNING OF PERIOD 102,599 - 102,599 CASH AT END OF PERIOD $ 35,414 $ - $ 35,414 SUPPLEMENTAL INFORMATION: Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Discount on beneficial conversion feature on convertible note $ 297,011 $ (130,000 ) $ 167,011 Value of debt discounts $ - $ 130,000 $ 130,000 Value of shares issued for conversion of debt $ 227,388 $ - $ 227,388 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Of Financial Instruments Tables | |
Fair Value of Financial Instruments | Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Assets Cash $ 22,437 $ - $ - Total assets 22,437 - - Liabilities Convertible note payable, net of discounts - 153,024 - Notes payable, related parties - 30,000 - Total liabilities - 183,024 - $ 22,437 $ (183,024 ) $ - 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 - 41,815 - Notes payable, related parties - 30,000 - Total liabilities - 71,815 - $ 35,414 $ (71,815 ) $ - |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Note Payable Tables | |
Summary of convertible note payable | December 31, December 31, 2016 2015 On October 10, 2016, the Company issued a 10% interest bearing; unsecured convertible promissory note with a face value of $300,000 (“Seventh Redwood Note”), which matures on October 10, 2017, pursuant to a Warrant Purchase Agreement by and among Redwood Management, LLC, the Company and Typenex. Pursuant to this agreement, Redwood purchased the warrants from Typenex, and Typenex provided a Satisfaction of Judgment and Release of Garnishment to release the Writ of Garnishment Typenex had placed on our transfer agent. Redwood paid installment payments to Typenex in the aggregate amount of $300,000, which were completed on, or about November 10, 2016. The principal and interest of the Seventh Redwood Note 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. This settled the dispute with Typenex. A total of $25,000 of principal was converted into 8,620,690 shares of common stock on November 21, 2016. $ 275,000 $ - On May 27, 2016, the Company received net proceeds of $85,000 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $105,000 (“Sixth Redwood Note”), which matures on February 27, 2017. 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. A total of $106,879, consisting of $105,000 of principal and $1,879 of interest, was converted into an aggregate of 20,039,892 shares of common stock at various dates between July 13, 2016 and December 7, 2016. - - On March 11, 2016, the Company received net proceeds of $90,000 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $105,000 (“Fifth Redwood Note”), which matures on December 11, 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. A total of $81,070, consisting of $77,520 of principal and $3,550 of interest, was converted into an aggregate of 32,647,975 shares of common stock at various dates between November 8, 2016 and December 22, 2016. 27,480 - On March 7, 2016, the Company received net proceeds of $67,500 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $78,750 (“Fourth Redwood Note”), which matures on December 7, 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. A total of $83,930, consisting of $78,750 of principal and $5,180 of interest, was converted into an aggregate of 20,628,179 shares of common stock at various dates between October 26, 2016 and December 7, 2016. - - On February 24, 2016, the Company received net proceeds of $67,500 in exchange for a 10% interest bearing; unsecured convertible promissory note dated February 22, 2016 with a face value of $78,750 (“Third Redwood Note”), which matures on November 22, 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. A total of $83,357, consisting of $78,750 of principal and $4,607 of interest, was converted into an aggregate of 17,926,514 shares of common stock at various dates between August 26, 2016 and December 7, 2016. - - On January 8, 2016, the Company received net proceeds of $107,500 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $131,250 (“Second Redwood Note”), which matures on October 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 (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. A total of $131,250 of principal was converted into an aggregate of 23,360,868 shares of common stock at various dates between July 11, 2016 and August 1, 2016. - - 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. A total of $164,007, consisting of $157,500 of principal and $6,507 of interest, was converted into an aggregate of 29,612,923 shares of common stock at various dates between April 6, 2016 and December 7, 2016. - 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 was 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 carried a $2,500 Original Issue Discount that was 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. The note was paid in full on March 4, 2016 out of the proceeds from the Redwood Notes. - 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 was 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 included 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 was 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. The note was paid in full on January 19, 2016 out of the proceeds from the Redwood Notes. - 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. A total of $62,222, consisting of $55,000 of principal and $7,222 of interest, was converted into an aggregate of 12,359,944 shares of common stock at various dates between March 2, 2016 and April 19, 2016. - 55,000 Total convertible notes payable 302,480 288,000 Less unamortized debt discounts: Derivative discounts 149,456 129,422 Discounts on beneficial conversion feature - 81,648 Original issue discounts - 13,164 Loan origination discounts - 21,951 Convertible notes payable 153,024 41,815 Less: current portion 153,024 41,815 Convertible notes payable, less current portion $ - $ - |
Interest expense related to the convertible debts | December 31, December 31, 2016 2015 Interest on judgment payable $ 13,141 $ - Interest on convertible notes 52,720 21,172 Interest on related party loans 2,400 1,170 Amortization of derivative discounts 551,149 578 Amortization of loan origination costs 79,451 10,272 Amortization of beneficial conversion feature 81,648 117,500 Amortization of OID 36,914 14,384 Amortization of warrants issued with convertible notes - 32,973 Total interest expense $ 817,423 $ 198,049 |
Recognized interest expense | December 31, December 31, 2016 2015 Derivative discounts $ 571,183 $ 130,000 Beneficial conversion feature discounts - 167,011 Original issue discounts 23,750 21,037 Loan origination costs 57,500 28,750 Total debt discounts $ 652,433 $ 346,798 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable Related Parties Tables | |
Notes payable, related parties | December 31, December 31, 2016 2015 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 CompanyÂ’s CEO. $ 10,000 $ 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 CompanyÂ’s Chairman of the Board. 10,000 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 CompanyÂ’s Directors. 10,000 10,000 Total notes payable, related parties 30,000 30,000 Less: current portion 30,000 30,000 Notes payable, related parties, less current portion $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liabilities Tables | |
Summary of Changes in fair market value Derivative Liability | Derivative Liability Total Balance, December 31, 2014 $ - Increase in derivative value due to issuances of convertible promissory notes 144,748 Change in fair market value of derivative liabilities due to the mark to market adjustment 5,328 Debt conversions - Balance, December 31, 2015 $ 150,076 Increase in derivative value due to issuances of convertible promissory notes 583,415 Change in fair market value of derivative liabilities due to the mark to market adjustment 13,816 Debt conversions (525,485 ) Balance, December 31, 2016 $ 221,822 |
Series A Convertible Preferre30
Series A Convertible Preferred Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Series Convertible Preferred Stock Warrants Tables | |
Summary of Activity outstanding series A Preferred stock warrants | Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised - - Balance, December 31, 2015 2,000,000 $ 0.001 Warrants expired - - Warrants granted - - Warrants exercised (2,000,000 ) (0.001 ) Balance, December 31, 2016 - $ - Exercisable, December 31, 2016 - $ - |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock Warrants Tables | |
Summary of information Common Stock Warrants outstanding | Shares Underlying Shares Underlying Warrants Outstanding 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 30,690,000 4.91 years $ 0.24407 30,690,000 $ 0.24407 |
fair value of warrant grant is estimated weighted Average Assumptions | December 31, December 31, 2016 2015 Average risk-free interest rates N/A 1.75 % Average expected life (in years) N/A 9.22 |
Summary of Activity Outstanding Common stock warrants | Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 50,591,455 $ 0.1443 Warrants expired (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 Warrants cancelled (351,455 ) (0.18 ) Warrants expired (300,000 ) (0.96 ) Warrants exercised (22,250,000 ) (0.00001 ) Balance, December 31, 2016 30,690,000 $ 0.24407 Exercisable, December 31, 2016 30,690,000 $ 0.24407 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Deferred tax asset | December 31, December 31, 2016 2015 Deferred tax assets: Net operating loss carry forwards $ 1,516,900 $ 932,050 Net deferred tax assets before valuation allowance $ 1,516,900 $ 932,050 Less: Valuation allowance (1,516,900 ) (932,050 ) Net deferred tax assets $ - $ - |
Reconciliation between the amounts of income tax | December 31, December 31, 2016 2015 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %) |
Nature of Business and Signif33
Nature of Business and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Nature Of Business And Significant Accounting Policies Details | ||
Common stock issued for services | $ 70,621 | |
Warrants issued for services, related parties | 25,030 | 1,529,182 |
Warrants issued for services | 14,739 | 319,986 |
Total stock based compensation | $ 110,390 | $ 1,849,168 |
Nature of Business and Signif34
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Nature Of Business And Significant Accounting Policies Details Narrative | ||
State of Incorporation | Nevada | |
Date of Incorporation | May 10, 2010 | |
Advertising and promotion expenses | $ 82,246 | $ 59,956 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (12,565,254) | $ (10,797,033) |
Working capital deficit | $ (665,804) |
Restatement (Details)
Restatement (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash | $ 22,437 | $ 35,414 | |
Prepaid Expenses | 11,430 | 9,166 | |
Total current assets | 33,867 | 44,580 | |
Property and equipment, net | 5,100 | 3,647 | |
Total assets | 38,967 | 48,227 | |
Current liabilities: | |||
Accounts Payable | 220,740 | 188,265 | |
Accounts payable, related parties | 52,489 | 54,668 | |
Accrued interest | 18,026 | 7,792 | |
Accrued interest, related parties | 3,570 | 1,170 | |
Convertible notes payable, net of discounts of $245,345 | 153,024 | 41,815 | |
Notes payable, related parties | 30,000 | 30,000 | |
Derivative liabilities | 221,822 | 150,076 | |
Total current liabilities | 699,671 | 473,786 | |
Total liabilities | 699,671 | 473,786 | |
Stockholders' equity (deficit): | |||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | 2,000 | ||
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 | 3,046 | 823 | |
Additional paid in capital | 11,899,504 | 10,370,651 | |
Accumulated deficit | (12,565,254) | (10,797,033) | |
Total stockholders' equity (deficit) | (660,704) | (425,559) | $ (67,759) |
Total liabilities and stockholders' equity (deficit) | $ 38,967 | 48,227 | |
As Originally Reported [Member] | |||
Current assets: | |||
Cash | 35,414 | ||
Prepaid Expenses | 9,166 | ||
Total current assets | 44,580 | ||
Property and equipment, net | 3,647 | ||
Total assets | 48,227 | ||
Current liabilities: | |||
Accounts Payable | 188,265 | ||
Accounts payable, related parties | 54,668 | ||
Accrued interest | 7,792 | ||
Accrued interest, related parties | 1,170 | ||
Convertible notes payable, net of discounts of $245,345 | 42,655 | ||
Notes payable, related parties | 30,000 | ||
Derivative liabilities | |||
Total current liabilities | 324,550 | ||
Total liabilities | 324,550 | ||
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 | ||
Additional paid in capital | 10,500,651 | ||
Accumulated deficit | (10,777,797) | ||
Total stockholders' equity (deficit) | (276,323) | ||
Total liabilities and stockholders' equity (deficit) | 48,227 | ||
Adjustment [Member] | |||
Current assets: | |||
Cash | |||
Prepaid Expenses | |||
Total current assets | |||
Property and equipment, net | |||
Total assets | |||
Current liabilities: | |||
Accounts Payable | |||
Accounts payable, related parties | |||
Accrued interest | |||
Accrued interest, related parties | |||
Convertible notes payable, net of discounts of $245,345 | (840) | ||
Notes payable, related parties | |||
Derivative liabilities | 150,076 | ||
Total current liabilities | 149,236 | ||
Total liabilities | 149,236 | ||
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 | |||
Additional paid in capital | (130,000) | ||
Accumulated deficit | (19,236) | ||
Total stockholders' equity (deficit) | (149,236) | ||
Total liabilities and stockholders' equity (deficit) | |||
As Restated [Member] | |||
Current assets: | |||
Cash | 35,414 | ||
Prepaid Expenses | 9,166 | ||
Total current assets | 44,580 | ||
Property and equipment, net | 3,647 | ||
Total assets | 48,227 | ||
Current liabilities: | |||
Accounts Payable | 188,265 | ||
Accounts payable, related parties | 54,668 | ||
Accrued interest | 7,792 | ||
Accrued interest, related parties | 1,170 | ||
Convertible notes payable, net of discounts of $245,345 | 41,815 | ||
Notes payable, related parties | 30,000 | ||
Derivative liabilities | 150,076 | ||
Total current liabilities | 473,786 | ||
Total liabilities | 473,786 | ||
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 | ||
Additional paid in capital | 10,370,651 | ||
Accumulated deficit | (10,797,033) | ||
Total stockholders' equity (deficit) | (425,559) | ||
Total liabilities and stockholders' equity (deficit) | $ 48,227 |
Restatement (Details 1)
Restatement (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||
Operating expenses: | ||
Research and development | 113,862 | 234,095 |
General and administrative | 191,379 | 133,289 |
Professional fees | 332,650 | 2,015,898 |
Total operating expenses | 637,891 | 2,383,282 |
Net operating loss | (637,891) | (2,383,282) |
Other expense: | ||
Interest expense | 817,423 | 198,049 |
Change in derivative liabilities | (26,048) | (20,076) |
Total other expenses | (1,130,330) | (218,125) |
Net loss | $ (1,768,221) | (2,601,407) |
As Originally Reported [Member] | ||
Revenue | ||
Operating expenses: | ||
Research and development | 234,095 | |
General and administrative | 133,289 | |
Professional fees | 2,015,898 | |
Total operating expenses | 2,383,282 | |
Net operating loss | (2,383,282) | |
Other expense: | ||
Interest expense | (198,889) | |
Change in derivative liabilities | ||
Total other expenses | (198,889) | |
Net loss | (2,582,171) | |
Adjustment [Member] | ||
Revenue | ||
Operating expenses: | ||
Research and development | ||
General and administrative | ||
Professional fees | ||
Total operating expenses | ||
Net operating loss | ||
Other expense: | ||
Interest expense | 840 | |
Change in derivative liabilities | (20,076) | |
Total other expenses | (19,236) | |
Net loss | (19,236) | |
As Restated [Member] | ||
Revenue | ||
Operating expenses: | ||
Research and development | 234,095 | |
General and administrative | 133,289 | |
Professional fees | 2,015,898 | |
Total operating expenses | 2,383,282 | |
Net operating loss | (2,383,282) | |
Other expense: | ||
Interest expense | (198,049) | |
Change in derivative liabilities | (20,076) | |
Total other expenses | (218,125) | |
Net loss | $ (2,601,407) |
Restatement (Details 2)
Restatement (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beneficial conversion feature of convertible note | $ 167,011 | |
Net loss for the year ended December 31, 2015 | $ (1,768,221) | (2,601,407) |
Accumulated Deficit | $ (12,565,254) | (10,797,033) |
As Originally Reported [Member] | ||
Beneficial conversion feature of convertible note | 297,011 | |
Additional Paid-In Capital | 10,500,651 | |
Net loss for the year ended December 31, 2015 | (2,582,171) | |
Accumulated Deficit | (10,777,797) | |
Adjustment [Member] | ||
Beneficial conversion feature of convertible note | (130,000) | |
Additional Paid-In Capital | (130,000) | |
Net loss for the year ended December 31, 2015 | (19,236) | |
Accumulated Deficit | (19,236) | |
As Restated [Member] | ||
Beneficial conversion feature of convertible note | 167,011 | |
Additional Paid-In Capital | 10,370,651 | |
Net loss for the year ended December 31, 2015 | (2,601,407) | |
Accumulated Deficit | $ (10,797,033) |
Restatement (Details 3)
Restatement (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,768,221) | $ (2,601,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,083 | 1,462 |
Change in fair market value of derivative liabilities | 26,048 | 20,076 |
Amortization of debt discount | 749,162 | 175,707 |
Stock based compensation, related parties | 25,030 | 1,529,182 |
Stock based compensation | 85,360 | 319,986 |
Decrease (increase) in assets: | ||
Prepaid expenses | (2,264) | 284 |
Increase (decrease) in liabilities: | ||
Accounts payable | 32,475 | 40,774 |
Accounts payable, related parties | 11,586 | 29,369 |
Accrued interest | 65,860 | 21,172 |
Accrued interest, related parties | 2,400 | 1,170 |
Net cash used in operating activities | (483,622) | (462,225) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | 2,200 | 40 |
Proceeds of convertible notes payable | 417,500 | 365,000 |
Proceeds of notes payable, related parties | 30,000 | |
Net cash provided by financing activities | 474,181 | 395,040 |
NET CHANGE IN CASH | (12,977) | (67,185) |
CASH AT BEGINNING OF PERIOD | 35,414 | 102,599 |
CASH AT END OF PERIOD | 22,437 | 35,414 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 13,539 | |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | 167,011 | |
Value of debt discounts | 571,183 | 130,000 |
Value of shares issued for conversion of debt | $ 737,716 | 227,388 |
As Originally Reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | (2,582,171) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,462 | |
Change in fair market value of derivative liabilities | ||
Amortization of debt discount | 176,547 | |
Stock based compensation, related parties | 1,529,182 | |
Stock based compensation | 319,986 | |
Decrease (increase) in assets: | ||
Prepaid expenses | 284 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 40,774 | |
Accounts payable, related parties | 29,369 | |
Accrued interest | 21,172 | |
Accrued interest, related parties | 1,170 | |
Net cash used in operating activities | (462,225) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | 40 | |
Proceeds of convertible notes payable | 365,000 | |
Proceeds of notes payable, related parties | 30,000 | |
Net cash provided by financing activities | 395,040 | |
NET CHANGE IN CASH | (67,185) | |
CASH AT BEGINNING OF PERIOD | 102,599 | |
CASH AT END OF PERIOD | 35,414 | |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | 297,011 | |
Value of debt discounts | ||
Value of shares issued for conversion of debt | 227,388 | |
Adjustment [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | (19,236) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | ||
Change in fair market value of derivative liabilities | 20,076 | |
Amortization of debt discount | (840) | |
Stock based compensation, related parties | ||
Stock based compensation | ||
Decrease (increase) in assets: | ||
Prepaid expenses | ||
Increase (decrease) in liabilities: | ||
Accounts payable | ||
Accounts payable, related parties | ||
Accrued interest | ||
Accrued interest, related parties | ||
Net cash used in operating activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | ||
Proceeds of convertible notes payable | ||
Proceeds of notes payable, related parties | ||
Net cash provided by financing activities | ||
NET CHANGE IN CASH | ||
CASH AT BEGINNING OF PERIOD | ||
CASH AT END OF PERIOD | ||
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | (130,000) | |
Value of debt discounts | 130,000 | |
Value of shares issued for conversion of debt | ||
As Restated [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | (2,601,407) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,462 | |
Change in fair market value of derivative liabilities | 20,076 | |
Amortization of debt discount | 175,707 | |
Stock based compensation, related parties | 1,529,182 | |
Stock based compensation | 319,986 | |
Decrease (increase) in assets: | ||
Prepaid expenses | 284 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 40,774 | |
Accounts payable, related parties | 29,369 | |
Accrued interest | 21,172 | |
Accrued interest, related parties | 1,170 | |
Net cash used in operating activities | (462,225) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants, related party | 40 | |
Proceeds of convertible notes payable | 365,000 | |
Proceeds of notes payable, related parties | 30,000 | |
Net cash provided by financing activities | 395,040 | |
NET CHANGE IN CASH | (67,185) | |
CASH AT BEGINNING OF PERIOD | 102,599 | |
CASH AT END OF PERIOD | 35,414 | |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on beneficial conversion feature on convertible note | 167,011 | |
Value of debt discounts | 130,000 | |
Value of shares issued for conversion of debt | $ 227,388 |
Restatement (Details Narrative)
Restatement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Deficit | $ (12,565,254) | $ (10,797,033) |
Net loss for the year ended December 31, 2015 | $ (1,768,221) | (2,601,407) |
As Originally Reported [Member] | ||
Accumulated Deficit | (10,777,797) | |
Net loss for the year ended December 31, 2015 | (2,582,171) | |
Additional Paid-In Capital | 10,500,651 | |
Adjustment [Member] | ||
Accumulated Deficit | (19,236) | |
Net loss for the year ended December 31, 2015 | (19,236) | |
Additional Paid-In Capital | (130,000) | |
As Restated [Member] | ||
Accumulated Deficit | (10,797,033) | |
Net loss for the year ended December 31, 2015 | (2,601,407) | |
Additional Paid-In Capital | $ 10,370,651 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | Oct. 07, 2015 | Oct. 07, 2015 | Sep. 10, 2015 | Oct. 19, 2016 | Mar. 28, 2016 | Jan. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2016 | Jul. 06, 2015 |
Exercise price of warrants | $ 0.05 | |||||||||
Foregoing warrants excercise price | $ 0.05 | $ 0.05 | ||||||||
Warrants exercisable | 10 years | |||||||||
Common stock warrants | 3,750,000 | 3,750,000 | 1,250,000 | |||||||
Common stock fair value | $ 31,109 | $ 31,109 | ||||||||
Option-pricing per share | $ 0.0083 | $ 0.0083 | ||||||||
Volatility rate | 232.00% | 232.00% | ||||||||
Risk-free interest rate | 1.75% | 1.75% | 1.75% | |||||||
Expected term | 10 years | 10 years | 0 years | 9 years 2 months 19 days | ||||||
Stock-based compensation | $ 25,030 | $ 1,529,182 | ||||||||
Accrued interest, related parties | 3,570 | 1,170 | ||||||||
Notes Payable, Related Parties [Member] | ||||||||||
Accrued interest, related parties | 3,570 | |||||||||
Board of Directors [Member] | ||||||||||
Amount owed | 46,016 | 37,486 | ||||||||
Reimbursable expenses | $ 6,167 | 13,917 | ||||||||
Unsecured loan | $ 10,000 | |||||||||
Interest rate | 8.00% | |||||||||
Stock issued, shares | 1,000,000 | 4,000,000 | ||||||||
Stock issued, value | $ 10 | $ 40 | ||||||||
Exercise price of warrants | $ 0.00001 | $ 0.00001 | ||||||||
Board of Directors [Member] | Notes Payable, Related Parties [Member] | ||||||||||
Unsecured loan | $ 10,000 | |||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | ||||||||||
Stock issued, shares | 1,000,000 | |||||||||
Stock issued, value | $ 1,000 | |||||||||
Exercise price of warrants | $ 0.001 | |||||||||
Board of Directors [Member] | October 1, 2015 [Member] | ||||||||||
Stock issued, shares | 3,000,000 | |||||||||
Stock issued, value | $ 30 | |||||||||
Exercise price of warrants | $ 0.00001 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Stock issued, shares | 4,000,000 | |||||||||
Stock issued, value | $ 40 | |||||||||
Exercise price of warrants | $ 0.00001 | |||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||||||||
Stock issued, shares | 1,000,000 | |||||||||
Stock issued, value | $ 1,000 | |||||||||
Exercise price of warrants | $ 0.001 | |||||||||
Director [Member] | ||||||||||
Unsecured loan | $ 10,000 | |||||||||
Interest rate | 8.00% | |||||||||
Director [Member] | Notes Payable, Related Parties [Member] | ||||||||||
Unsecured loan | $ 10,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Reimbursable expenses | $ 306 | $ 3,265 | ||||||||
Unsecured loan | $ 10,000 | |||||||||
Interest rate | 8.00% | |||||||||
Chief Executive Officer [Member] | Notes Payable, Related Parties [Member] | ||||||||||
Unsecured loan | $ 10,000 | |||||||||
Richard Najarian [Member] | ||||||||||
Stock issued, shares | 600,000 | |||||||||
Stock issued, value | $ 13,765 | |||||||||
Purchase shares of common stock | 200,000 | 200,000 | ||||||||
Common stock fair value | $ 9,120 | |||||||||
Jay Rosen [Member] | ||||||||||
Purchase shares of common stock | 200,000 | 200,000 | ||||||||
John Borza [Member] | ||||||||||
Purchase shares of common stock | 600,000 | 600,000 | ||||||||
Heidi Carl [Member] | ||||||||||
Purchase shares of common stock | 750,000 | 750,000 | ||||||||
Mitchell Felder [Member] | ||||||||||
Purchase shares of common stock | 1,000,000 | 1,000,000 | ||||||||
William Hartman [Member] | ||||||||||
Purchase shares of common stock | 1,000,000 |
Fair Value of Financial Instr42
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash | $ 22,437 | $ 35,414 |
Liabilities | ||
Convertible note payable, net of discounts | 153,024 | 41,815 |
Notes payable, related parties | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash | 22,437 | 35,414 |
Total assets | 22,437 | 35,414 |
Liabilities | ||
Convertible note payable, net of discounts | ||
Notes payable, related parties | ||
Total liabilities | ||
Net assets and liabilities | 22,437 | 35,414 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Convertible note payable, net of discounts | 153,024 | 41,815 |
Notes payable, related parties | 30,000 | 30,000 |
Total liabilities | 183,024 | 71,815 |
Net assets and liabilities | (183,024) | (71,815) |
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 |
Joint Venture (Details Narrativ
Joint Venture (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Sep. 13, 2016 | Oct. 07, 2015 | |
Common stock warrants | 1,250,000 | 3,750,000 | |
Strike price | $ 0.05 | ||
Capital contribution | $ 25,000 | ||
Capital description | ATS will contribute (i) technical, labor, manufacturing information and know-how required to produce the initial product, an extended duration topical pain relief patch; (ii) $5,000 worth of primary ingredients; and (iii) $5,000 worth of other materials to produce the initial prototype pain relief patches. | ||
Premier [Member] | |||
Percentage of ownership in PBPMS | 50.00% | ||
Percentage of profit allocated from PBPMS | 89.00% | ||
ATS [Member] | |||
Percentage of ownership in PBPMS | 50.00% | ||
Percentage of profit allocated from PBPMS | 11.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total convertible note payable | $ 302,480 | $ 288,000 |
Less unamortized debt discounts: Derivative discounts | 149,456 | 129,422 |
Less unamortized debt discounts: Discount on beneficial conversion feature | 81,648 | |
Less unamortized debt discounts: Original issue discount | 13,164 | |
Loan origination discounts | 21,951 | |
Convertible note payable | 153,024 | 41,815 |
Less: current portion | 153,024 | 41,815 |
Convertible note payable, less current portion | ||
On October 10, 2016 Unserured loan [Member] | ||
Total convertible note payable | 275,000 | |
On May 27, 2016 Unserured loan [Member] | ||
Total convertible note payable | ||
On March 11, 2016 Unsecured loan [Member] | ||
Total convertible note payable | 27,480 | |
On March 07, 2016 Unsecured loan [Member] | ||
Total convertible note payable | ||
On February 24, 2016 Unsecured loan [Member] | ||
Total convertible note payable | ||
On January 8, 2016 Unsecured loan [Member] | ||
Total convertible note payable | ||
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 |
Convertible Notes Payable (De45
Convertible Notes Payable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable Details 1 | ||
Interest on judgment payable | $ 13,141 | |
Interest on convertible notes | 52,720 | 21,172 |
Interest on related party loans | 2,400 | 1,170 |
Amortization of derivative discounts | 551,149 | 578 |
Amortization of beneficial conversion feature | 79,451 | 10,272 |
Amortization of OID | 81,648 | 117,500 |
Amortization of loan origination costs | 36,914 | 14,384 |
Amortization of warrants | 32,973 | |
Total interest expense | $ 817,423 | $ 198,049 |
Convertible Notes Payable (De46
Convertible Notes Payable (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative discounts | $ 149,456 | $ 129,422 |
Beneficial conversion feature discounts | 81,648 | |
Original issue discounts | 13,164 | |
Loan origination costs | 21,951 | |
Total debt discounts | 153,024 | 41,815 |
Interest Expense [Member] | ||
Derivative discounts | 571,183 | 130,000 |
Beneficial conversion feature discounts | 167,011 | |
Original issue discounts | 23,750 | 21,037 |
Loan origination costs | 57,500 | 28,750 |
Total debt discounts | $ 652,433 | $ 346,798 |
Convertible Notes Payable (De47
Convertible Notes Payable (Details Narrative) - USD ($) | Oct. 10, 2016 | Mar. 11, 2016 | Mar. 07, 2016 | Jan. 08, 2016 | Dec. 15, 2015 | Sep. 02, 2015 | Nov. 21, 2016 | May 27, 2016 | Feb. 24, 2016 | Dec. 28, 2015 | Sep. 21, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt discounts | $ 652,433 | $ 346,798 | |||||||||||
Beneficial conversion feature of convertible note | 167,011 | ||||||||||||
Loan Origination Cost Discounts | 57,500 | 28,750 | |||||||||||
Interest expense | $ 749,162 | $ 175,707 | |||||||||||
Percentage of issued and outstanding shares | 4.99% | ||||||||||||
Typenex [Member] | |||||||||||||
Converted shares | 8,620,690 | ||||||||||||
Converted amount | $ 25,000 | ||||||||||||
First Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 157,500 | ||||||||||||
Maturity date | Sep. 28, 2016 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 130,000 | ||||||||||||
First Redwood Note [Member] | April 6, 2016 and December 7, 2016 [Member] | |||||||||||||
Converted shares | 29,612,923 | ||||||||||||
Converted amount | $ 157,500 | ||||||||||||
Interest expense | 6,507 | ||||||||||||
Total | $ 164,007 | ||||||||||||
Second Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 131,250 | ||||||||||||
Maturity date | Oct. 8, 2016 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 107,500 | ||||||||||||
Second Redwood Note [Member] | July 11, 2016 and August 1, 2016 [Member] | |||||||||||||
Converted shares | 23,360,868 | ||||||||||||
Converted amount | $ 131,250 | ||||||||||||
Third Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 78,750 | ||||||||||||
Maturity date | Nov. 22, 2016 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 67,500 | ||||||||||||
Third Redwood Note [Member] | August 26, 2016 and December 7, 2016 [Member] | |||||||||||||
Converted shares | 17,926,514 | ||||||||||||
Converted amount | $ 78,750 | ||||||||||||
Interest expense | 4,607 | ||||||||||||
Total | $ 83,357 | ||||||||||||
Fourth Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 78,750 | ||||||||||||
Maturity date | Dec. 7, 2016 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 67,500 | ||||||||||||
Fourth Redwood Note [Member] | October 26, 2016 and December 7, 2016 [Member] | |||||||||||||
Converted shares | 20,628,179 | ||||||||||||
Converted amount | $ 78,750 | ||||||||||||
Interest expense | 5,180 | ||||||||||||
Total | $ 83,930 | ||||||||||||
Fifth Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 105,000 | ||||||||||||
Maturity date | Dec. 11, 2016 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 90,000 | ||||||||||||
Fifth Redwood Note [Member] | November 8, 2016 and December 22, 2016 [Member] | |||||||||||||
Converted shares | 32,647,975 | ||||||||||||
Converted amount | $ 77,520 | ||||||||||||
Interest expense | 3,550 | ||||||||||||
Total | $ 81,070 | ||||||||||||
Sixth Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 105,000 | ||||||||||||
Maturity date | Feb. 27, 2017 | ||||||||||||
Debt description | 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. | ||||||||||||
Net proceeds | $ 85,000 | ||||||||||||
Sixth Redwood Note [Member] | July 13, 2016 and December 7, 2016 [Member] | |||||||||||||
Converted shares | 20,039,892 | ||||||||||||
Converted amount | $ 105,000 | ||||||||||||
Interest expense | 1,879 | ||||||||||||
Total | $ 106,879 | ||||||||||||
First JMJ Note [Member] | |||||||||||||
Loan Origination Cost Discounts | $ 5,000 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Face value | $ 55,000 | ||||||||||||
Maturity date | Sep. 1, 2016 | ||||||||||||
Debt description | 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 CompanyÂ’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) | ||||||||||||
Draw proceeds | $ 250,000 | ||||||||||||
Net proceeds | $ 50,000 | ||||||||||||
Percentage of issued and outstanding shares | 4.99% | ||||||||||||
Common stock conversion basis | The Company reserved at least 24 million shares of common stock for potential conversions. | ||||||||||||
First JMJ Note [Member] | March 2, 2016 and April 19, 2016 [Member] | |||||||||||||
Converted shares | 12,359,944 | ||||||||||||
Converted amount | $ 55,000 | ||||||||||||
Interest expense | 7,222 | ||||||||||||
Total | $ 62,222 | ||||||||||||
First Vis Vires Note [Member] | |||||||||||||
Interest rate | 8.00% | ||||||||||||
Face value | $ 48,000 | ||||||||||||
Maturity date | Jun. 8, 2016 | ||||||||||||
Debt description | The principal and interest was 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 included 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. | ||||||||||||
Net proceeds | $ 45,000 | ||||||||||||
Percentage of issued and outstanding shares | 4.99% | ||||||||||||
Common stock conversion basis | The Company must at all times reserve at least 20,250,000 shares of common stock for potential conversions. | ||||||||||||
Second JMJ Note [Member] | |||||||||||||
Loan Origination Cost Discounts | $ 2,500 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Face value | $ 27,500 | ||||||||||||
Maturity date | Dec. 15, 2016 | ||||||||||||
Debt description | The principal and interest was 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 CompanyÂ’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) | ||||||||||||
Draw proceeds | $ 250,000 | ||||||||||||
Net proceeds | $ 25,000 | ||||||||||||
Percentage of issued and outstanding shares | 4.99% | ||||||||||||
Common stock conversion basis | The Company reserved at least 24 million shares of common stock for potential conversions. | ||||||||||||
Seventh Redwood Note [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Face value | $ 300,000 | ||||||||||||
Maturity date | Oct. 10, 2017 | ||||||||||||
Total amount paid | $ 300,000 | ||||||||||||
Debt description | The principal and interest of the Seventh Redwood Note 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 $1,000 per day for failure to provide certificates, and compensation for Buy-In on failure to timely deliver certificates. Principal and interest is due upon default at 50% of the lowest traded price over the previous fifteen (15) days, and an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate per applicable law. |
Notes Payable, Related Partie48
Notes Payable, Related Parties (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total notes payable, related parties | $ 30,000 | $ 30,000 |
Less: current portion | 30,000 | 30,000 |
Notes payable, related parties, less current portion | ||
Chief Executive Officer [Member] | ||
Total notes payable, related parties | 10,000 | 10,000 |
Board of Directors [Member] | ||
Total notes payable, related parties | 10,000 | 10,000 |
Director [Member] | ||
Total notes payable, related parties | $ 10,000 | $ 10,000 |
Notes Payable, Related Partie49
Notes Payable, Related Parties (Details Narrative) - USD ($) | Jul. 06, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued interest | $ 18,026 | $ 7,792 | |
Chief Executive Officer [Member] | |||
Unsecured loan | $ 10,000 | ||
Board of Directors [Member] | |||
Unsecured loan | 10,000 | ||
Directors [Member] | |||
Unsecured loan | 10,000 | ||
Notes Payable, Related Parties [Member] | |||
Interest expense | $ 2,400 | $ 1,170 | |
Notes Payable, Related Parties [Member] | Chief Executive Officer [Member] | |||
Unsecured loan | $ 10,000 | ||
Interest rate | 8.00% | ||
Notes Payable, Related Parties [Member] | Board of Directors [Member] | |||
Unsecured loan | $ 10,000 | ||
Interest rate | 8.00% | ||
Notes Payable, Related Parties [Member] | Directors [Member] | |||
Unsecured loan | $ 10,000 | ||
Interest rate | 8.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Liabilities Details | ||
Beginning Balance | $ 150,076 | |
Increase in derivative value due to issuances of convertible promissory notes | 583,415 | 144,748 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 13,816 | 5,328 |
Debt conversions | (525,485) | |
Ending Balance | $ 221,822 | $ 150,076 |
Derivative Liabilities (Detai51
Derivative Liabilities (Details Narrative) - USD ($) | Oct. 07, 2015 | Oct. 07, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative liabilities | $ 221,822 | $ 150,076 | ||
Change in derivative liabilities | (26,048) | (20,076) | ||
Change in fair value in excess of convertible notes | 12,232 | 14,748 | ||
Change in fair market value of derivative liabilities due to the mark to market adjustment | $ 13,816 | $ 5,328 | ||
Volatility | 232.00% | 232.00% | ||
Maturity term | 2 years | 2 years | ||
Increase in trading fees (monthly) | 1.00% | 1.00% | ||
Default event, Description | An event of default would occur -0-% of the time, increasing 1% per month to a maximum of 20%. | An event of default would occur -0-% of the time, increasing 1% per month to a maximum of 20%. | ||
Fundamental transaction, Description | A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%. | A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%. | ||
Minimum [Member] | ||||
Stock price | $ 0.0435 | $ 0.0435 | ||
Volatility | 145.00% | 145.00% | ||
Trading fees (monthly) | $ 556,020 | $ 556,020 | ||
Maximum [Member] | ||||
Stock price | $ 0.0050 | $ 0.0050 | ||
Volatility | 385.00% | 385.00% | ||
Trading fees (monthly) | $ 911,155 | $ 911,155 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 07, 2015 | Oct. 07, 2015 | May 09, 2012 | Jul. 28, 2016 | May 27, 2016 | Dec. 13, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Agreement term | 10 years | 10 years | 0 years | 9 years 2 months 19 days | ||||
Common stock issued on equity line of credit, Amount | $ 143,520 | |||||||
Interest on judgment payable | 13,141 | |||||||
Judgment payable | 340,647 | |||||||
Gain on settlement of judgment | 53,788 | |||||||
10% Convertible note issued in settlement of judgment payable | $ 300,000 | |||||||
Typenex Judgment [Member] | ||||||||
Judgment settlement amount | $ 340,647 | |||||||
Judgment award interest rate | 22.00% | |||||||
Judgment settlement expenses | $ 300,000 | |||||||
Collaborative Patent License Agreements [Member] | ||||||||
Sales revenue gross | 10.00% | |||||||
Agreement term | 5 years | |||||||
Stock Purchase Agreement [Member] | ||||||||
Purchase of common stock | $ 2,000,000 | |||||||
Purchase of common stock discount rate | 20.00% | |||||||
Stock purchase agreement, Description | common stock during the five (5) previous business days and in an amount of the lesser of (i) $150,000 or (ii) 100% of the average daily trading volume of our common stock in the ten (10) business days immediately preceding the date we give notice to Redwood. | |||||||
Common stock issued on equity line of credit, Amount | $ 143,520 | |||||||
Common stock issued on equity line of credit, Shares | 27,952,890 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Dec. 13, 2016 | Nov. 14, 2016 | Nov. 08, 2016 | Aug. 12, 2016 | Apr. 11, 2016 | Mar. 02, 2016 | Feb. 12, 2016 | Feb. 10, 2016 | Dec. 15, 2015 | Dec. 08, 2015 | Dec. 04, 2015 | Dec. 02, 2015 | Dec. 01, 2015 | Nov. 12, 2015 | Nov. 11, 2015 | Nov. 09, 2015 | Nov. 06, 2015 | Nov. 02, 2015 | Oct. 13, 2015 | Oct. 08, 2015 | Sep. 10, 2015 | Sep. 03, 2015 | Sep. 02, 2015 | Aug. 12, 2015 | Aug. 04, 2015 | Jun. 03, 2015 | Dec. 23, 2016 | Nov. 22, 2016 | Oct. 19, 2016 | Jul. 21, 2016 | Apr. 19, 2016 | Mar. 28, 2016 | Mar. 17, 2016 | Jan. 29, 2016 | Dec. 24, 2015 | Nov. 25, 2015 | Nov. 17, 2015 | Nov. 16, 2015 | Oct. 27, 2015 | Oct. 26, 2015 | Oct. 19, 2015 | Sep. 21, 2015 | Sep. 18, 2015 | Aug. 26, 2015 | Aug. 25, 2015 | Aug. 17, 2015 | Jul. 23, 2015 | Jun. 25, 2015 | Feb. 24, 2015 | Jan. 30, 2015 | Dec. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Amount | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 737,716 | $ 227,388 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on equity line of credit, Amount | 143,520 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for serttlement of reimbursements, related party, Amount | 13,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants at $0.00001 per share, related party, Amount | 200 | 40 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 749,162 | $ 175,707 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock voting right | 100 votes per share | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 10,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued to a third-party for services, Amount | $ 11,821 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued to a third-party for services, Shares | 2,626,867 | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Najarian [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 9,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for serttlement of reimbursements, related party, Amount | $ 13,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for serttlement of reimbursements, related party, Shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chairman, Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants at $0.00001 per share, related party, Amount | $ 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants at $0.00001 per share, related party, Shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chairman, Board of Directors [Member] | October 1, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants at $0.00001 per share, related party, Amount | $ 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants at $0.00001 per share, related party, Shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Preferred Stock Issuances for Exercise of Preferred Stock Warrants, Related Parties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Amount | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Preferred Stock Issuances for Exercise of Preferred Stock Warrants, Related Parties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Amount | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of preferred stock warrants at $0.001 per share, related parties, Shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cancellation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock cancelled, Shares | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Common Stock Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Shares | 2,248,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of common stock warrants exercised shares | 2,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Common Stock Warrants [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Amount | $ 60 | $ 40 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Shares | 6,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Common Stock Warrants [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Amount | $ 60 | $ 40 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of cashless warrants at $0.00001 per share, Shares | 6,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
First LG Capital Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 16,039 | $ 18,094 | $ 3,258 | $ 5,183 | $ 3,716 | $ 3,256 | $ 4,222 | $ 3,835 | $ 4,941 | $ 3,721 | $ 3,630 | $ 6,300 | $ 6,270 | $ 5,215 | |||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 1,762,516 | 2,794,392 | 1,526,070 | 3,022,017 | 2,259,167 | 1,979,568 | 1,076,992 | 292,181 | 3,003,665 | 2,261,963 | 1,620,522 | 681,800 | 446,711 | 371,556 | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 15,000 | $ 16,946 | $ 3,054 | $ 4,860 | $ 3,500 | $ 3,070 | $ 4,000 | $ 3,687 | $ 4,640 | $ 3,500 | $ 3,430 | $ 6,000 | $ 6,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||||||
Accured Interest | $ 1,039 | $ 1,148 | $ 204 | $ 323 | 216 | $ 186 | $ 222 | $ 148 | $ 301 | $ 221 | 200 | $ 300 | $ 270 | $ 215 | |||||||||||||||||||||||||||||||||||||||
First Adar Bay Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 4,370 | $ 4,323 | $ 4,322 | $ 5,160 | $ 6,000 | $ 7,000 | $ 4,700 | $ 4,480 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 2,400,940 | 2,375,275 | 2,375,000 | 2,168,067 | 1,116,799 | 459,242 | 1,839,530 | 1,753,425 | 1,284,109 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,115 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accured Interest | $ 2,255 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
First Typenex Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 7,413 | $ 6,234 | $ 12,500 | $ 5,007 | $ 7,700 | $ 13,500 | $ 13,000 | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 4,441,702 | 3,510,000 | 172,812 | 3,000,000 | 3,091,128 | 823,121 | 260,866 | 208,719 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 559 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accured Interest | $ 6,854 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
First Typenex Note [Member] | October 1, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 13,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 2,344,032 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Redwood Fund III, Ltd One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for debt financing, Shares | 2,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 38,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Redwood Fund III, Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for debt financing, Shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 9,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Redwood Convertible Note | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 675,494 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 152,837,041 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 653,771 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accured Interest | $ 21,723 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on equity line of credit, Amount | $ 25,000 | $ 25,000 | $ 39,520 | $ 25,000 | $ 29,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on equity line of credit, Shares | 6,250,000 | 6,097,561 | 5,200,000 | 6,377,551 | 4,027,778 | ||||||||||||||||||||||||||||||||||||||||||||||||
First JMJ Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Amount | $ 9,744 | $ 13,200 | $ 10,238 | $ 29,040 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued on debt conversions, Shares | 2,800,000 | 2,000,000 | 3,159,944 | 4,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note [Member] | First LG Capital Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 32,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price | $ 0.14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note [Member] | First Adar Bay Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 20,420 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.0473 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price | $ 0.14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note [Member] | JMJ Financial [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 50,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.0194 | $ 0.03262 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Market price | $ 0.032 | $ 0.034 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note [Member] | Vis Vires Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 39,448 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.00747 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price | $ 0.016 |
Series A Convertible Preferre54
Series A Convertible Preferred Stock Warrants (Details ) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants granted weighted average exercise price | $ 0.0784 | |
Warrants exercisable weighted average exercise price, Ending balance | $ 0.96 | $ 0.25 |
Series A Preferred Stock [Member] | ||
Warrants outstanding, Beginning balance | 2,000,000 | |
Warrants expired | ||
Warrants granted | ||
Warrants exercised | (2,000,000) | |
Warrant outstanding, Ending balancre | 2,000,000 | |
Exercisable | ||
Warrants outstanding weighted average exercise price, Beginning balance | $ 0.001 | |
Warrants expired weighted average exercise price | ||
Warrants granted weighted average exercise price | ||
Warrants exercised weighted average exercise price | (0.001) | |
Warrants outstanding weighted average exercise price, Ending balance | $ 0.001 | |
Warrants exercisable weighted average exercise price, Ending balance | ||
Series A Preferred Stock [Member] | ||
Warrants outstanding, Beginning balance | 2,000,000 | 2,000,000 |
Warrants expired | ||
Warrants granted | ||
Warrants exercised | ||
Warrant outstanding, Ending balancre | 2,000,000 | |
Warrants outstanding weighted average exercise price, Beginning balance | $ 0.001 | $ 0.001 |
Warrants expired 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 |
Series A Convertible Preferre55
Series A Convertible Preferred Stock Warrants (Details Narrative ) - USD ($) | 1 Months Ended | ||
Jan. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred Stock, Shares Issued | 2,000,000 | 0 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | ||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||
Preferred Stock, Shares Issued | 1,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Proceeds from preferred stock | $ 1,000 | ||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||
Preferred Stock, Shares Issued | 1,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Proceeds from preferred stock | $ 1,000 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Common Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares Underlying Warrants Outstanding | shares | 30,690,000 |
Weighted Average Remaining Contractual Life | 4 years 10 months 28 days |
Weighted Average Excercise Price | $ 0.24407 |
Shares Underlying Warrants Exercisable | shares | 30,690,000 |
Weighted Average Exercise Price | $ 0.24407 |
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) | Oct. 07, 2015 | Oct. 07, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock Warrants Details 1 | ||||
Average risk-free interest rates | 1.75% | 1.75% | 1.75% | |
Average expected life (in years) | 10 years | 10 years | 0 years | 9 years 2 months 19 days |
Common Stock Warrants (Detail58
Common Stock Warrants (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants expired weighted average exercise price | $ 0.0784 | |
Warrants exercisable weighted average exercise price, Ending balance | $ 0.96 | $ 0.25 |
Common Stock Warrants [Member] | ||
Warrants outstanding, Beginning balance | 53,591,455 | 50,591,455 |
Warrants expired | (351,455) | (50,000) |
Warrants granted | (300,000) | 7,050,000 |
Warrants exercised | (22,250,000) | (4,000,000) |
Warrant outstanding, Ending balancre | 30,690,000 | 53,591,455 |
Exercisable | 30,690,000 | |
Warrants outstanding weighted average exercise price, Beginning balance | $ 0.1463 | $ 0.1443 |
Warrants cancelled weighted average exercise price | (0.18) | (0.25) |
Warrants expired weighted average exercise price | (0.96) | 0.0784 |
Warrants exercised weighted average exercise price | (0.00001) | (0.00001) |
Warrants outstanding weighted average exercise price, Ending balance | 0.24407 | $ 0.1463 |
Warrants exercisable weighted average exercise price, Ending balance | $ 0.24407 |
Common Stock Warrants (Detail59
Common Stock Warrants (Details Narrative) - USD ($) | Oct. 07, 2015 | Oct. 07, 2015 | Jul. 25, 2015 | Apr. 30, 2015 | Mar. 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 23, 2016 | Oct. 19, 2016 | Feb. 10, 2016 | Sep. 10, 2015 |
Warrants to purchase common shares | 3,750,000 | ||||||||||
Exercise price | $ 0.05 | ||||||||||
Warrant exercisable term | 10 years | ||||||||||
Fair value of common stock warrants | $ 31,109 | ||||||||||
Fair value per share | $ 0.0083 | ||||||||||
Volatility rate | 232.00% | 232.00% | |||||||||
Risk-free interest rate | 1.75% | 1.75% | 1.75% | ||||||||
Expected term | 10 years | 10 years | 0 years | 9 years 2 months 19 days | |||||||
Professional fee | $ 332,650 | $ 2,015,898 | |||||||||
Cancelled common shares | 351,455 | ||||||||||
Cancelled common shares description | (i) $0.18, and (ii) 70% of the Market Price, which is the average of the three (3) lowest VWAPs, not less than a fixed floor of $0.0001, during the twenty (20) trading day period ending on the last complete trading day prior to the date the conversion notice is delivered, or 65% if that price is less than $0.10 per share was cancelled during the year ended December 31, 2016 pursuant to the settlement reached with Typenex | ||||||||||
Warrants Exercisable | 300,000 | 50,000 | |||||||||
Warrants exercisable price | $ 0.96 | $ 0.25 | |||||||||
Common shares issued | 2,248,846 | ||||||||||
Cashless exercise warrants | 2,250,000 | ||||||||||
Common stock, par value | $ 0.00001 | 0.00001 | $ 0.00001 | ||||||||
Warrants expired weighted average exercise price | $ 0.0784 | ||||||||||
Common Stock Warrants [Member] | |||||||||||
Professional fee | $ 25,030 | $ 6,079 | |||||||||
Warrants exercisable price | $ 0.24407 | ||||||||||
Warrants expired weighted average exercise price | $ (0.96) | $ 0.0784 | |||||||||
Richard Najarian [Member] | |||||||||||
Warrants to purchase common shares | 200,000 | ||||||||||
Jay Rosen [Member] | |||||||||||
Warrants to purchase common shares | 200,000 | ||||||||||
Independent contractor One [Member] | |||||||||||
Professional fee | $ 39,769 | $ 1,849,169 | |||||||||
Professional fee related to related party | 25,030 | 1,529,182 | |||||||||
Independent contractor [Member] | |||||||||||
Warrants to purchase common shares | 500,000 | 500,000 | 500,000 | ||||||||
Exercise price | $ 0.10 | $ 0.25 | $ 0.20 | ||||||||
Warrant exercisable term | 7 years | 7 years | 5 years | ||||||||
Fair value of common stock warrants | $ 4,720 | $ 4,706 | |||||||||
Fair value per share | $ 0.0094 | $ 0.0094 | |||||||||
Volatility rate | 232.00% | 232.00% | |||||||||
Risk-free interest rate | 1.75% | 1.75% | 204.00% | ||||||||
Expected term | 7 years | 7 years | |||||||||
Professional fee | 0 | 11,943 | |||||||||
Call option value, per share | $ 0.0497 | $ 0.13751 | $ 0.1166 | ||||||||
Total call option value | $ 24,872 | $ 68,756 | $ 58,301 | ||||||||
Stock based compensation expense | $ 58,301 | ||||||||||
Independent contractor [Member] | Common Stock Warrant [Member] | |||||||||||
Warrants to purchase common shares | 125,000 | ||||||||||
Exercise price | $ 0.20 | ||||||||||
Independent contractor [Member] | Common Stock Warrant One [Member] | |||||||||||
Warrants to purchase common shares | 125,000 | ||||||||||
Exercise price | $ 0.30 | ||||||||||
Independent contractor [Member] | Common Stock Warrant Two [Member] | |||||||||||
Warrants to purchase common shares | 125,000 | ||||||||||
Exercise price | $ 0.40 | ||||||||||
Independent contractor [Member] | Common Stock Warrant Three [Member] | |||||||||||
Warrants to purchase common shares | 125,000 | ||||||||||
Exercise price | $ 0.50 | ||||||||||
Scientific Advisory Board [Member] | |||||||||||
Warrants to purchase common shares | 1,800,000 | ||||||||||
Exercise price | $ 0.05 | ||||||||||
Warrant exercisable term | 10 years | ||||||||||
Fair value of common stock warrants | $ 14,931 | ||||||||||
Fair value per share | $ 0.0083 | ||||||||||
Volatility rate | 232.00% | ||||||||||
Risk-free interest rate | 1.75% | ||||||||||
Expected term | 10 years | ||||||||||
Professional fee | $ 14,739 | $ 14,421 | |||||||||
William Hartman [Member] | |||||||||||
Warrants to purchase common shares | 1,000,000 | ||||||||||
Mitchell Felder [Member] | |||||||||||
Warrants to purchase common shares | 1,000,000 | ||||||||||
Heidi Carl [Member] | |||||||||||
Warrants to purchase common shares | 750,000 | ||||||||||
John Borza [Member] | |||||||||||
Warrants to purchase common shares | 600,000 | ||||||||||
Board of Directors [Member] | |||||||||||
Common shares issued | 6,000,000 | 4,000,000 | 1,000,000 | ||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Proceeds from issuance | $ 60 | $ 40 | $ 10 | ||||||||
Board of Directors [Member] | October 1, 2015 [Member] | |||||||||||
Common shares issued | 3,000,000 | ||||||||||
Common stock, par value | $ 0.00001 | ||||||||||
Proceeds from issuance | $ 30 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Common shares issued | 6,000,000 | 4,000,000 | |||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||||
Proceeds from issuance | $ 60 | $ 40 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,516,900 | $ 932,050 |
Net deferred tax assets before valuation allowance | 1,516,900 | 932,050 |
Less: Valuation allowance | (1,516,900) | (932,050) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2016 | |
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, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Federal net operating losses | $ 4,334,000 | $ 2,663,000 |
Federal net operating losses expire | 2,031 |
Subsequent Events (Narrative)
Subsequent Events (Narrative) - USD ($) | Oct. 07, 2015 | Mar. 13, 2017 | Mar. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 13, 2017 | Jan. 10, 2017 |
Warrants to purchase common shares | 3,750,000 | ||||||
Exercise price | $ 0.05 | ||||||
Warrant exercisable term | 10 years | ||||||
Interest amount | $ 749,162 | $ 175,707 | |||||
Common stock, issued shares | 304,556,650 | 82,331,062 | |||||
Subsequent Event [Member] | |||||||
Common Stock Issued for Debt Conversion, shares | 142,148,242 | ||||||
Common Stock Issued for Debt Conversion, value | $ 323,197 | ||||||
Principal debt amount | 302,480 | ||||||
Interest amount | $ 20,717 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||
Exchange shares | 40,000,002 | ||||||
Proceeds from exchange shares | $ 300,000 | ||||||
Additional shares of our common stock and warrants value | $ 150,000 | ||||||
Per share purchase price description | (i) $0.02, subject to certain adjustments for stock splits and other similar transactions, or (ii) 50% of the closing price on the trading day immediately prior to the date of sale | ||||||
Beneficial ownership percentage | 9.99% | ||||||
Common stock, issued shares | 2,000,000 | 3,147,110 | |||||
Draw down amount | $ 8,000 | $ 10,323 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Warrants [Member] | |||||||
Warrants to purchase common shares | 40,000,002 | ||||||
Exercise price | $ 0.03 | ||||||
Warrant exercisable term | 3 years | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series B Warrants [Member] | |||||||
Warrants to purchase common shares | 40,000,002 | ||||||
Exercise price | $ 0.05 | ||||||
Warrant exercisable term | 3 years |