Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | bBooth, Inc. | |
Entity Central Index Key | 1,566,610 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 92,819,899 | |
Trading Symbol | BBTH | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 161,393 | $ 103,019 |
Accounts Receivable | 3,406 | |
Prepaid expenses and other current assets | 105,871 | 65,922 |
Total current assets | 270,670 | 168,941 |
Property and equipment, net | 56,900 | 70,873 |
Other assets | 15,256 | |
Total assets | 342,826 | 239,814 |
Current liabilities: | ||
Accounts payable | 375,280 | 331,569 |
Accrued expenses | 288,852 | 174,443 |
Convertible notes payable, current portion and net of debt discount | 934,647 | |
Notes payable - related parties, net of debt discount | 1,340,174 | |
Notes payable | 125,000 | 725,000 |
Total current liabilities | 3,063,953 | 1,231,012 |
Notes payable - related parties, net of debt discount | 1,351,192 | |
Total liabilities | 3,063,953 | 2,582,204 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, none issued or outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 92,644,899 and 63,859,000 shares issued and outstanding as of September 30, 2016 (unaudited) and December 31, 2015, respectively | 9,264 | 6,386 |
Additional paid-in capital | 15,882,667 | 14,650,519 |
Subscription receivables | (80,000) | |
Common stock subscribed | 1,541,636 | |
Accumulated deficit | (20,074,694) | (16,999,295) |
Total sharesholders' deficit | (2,721,127) | (2,342,390) |
Total liabilities and shareholders' deficit | $ 342,826 | $ 239,814 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 92,644,899 | 63,859,000 |
Common stock, shares outstanding | 92,644,899 | 63,859,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 16,243 | $ 47,836 | ||
Operating expenses: | ||||
Research and development expense | 67,350 | 110,000 | 189,166 | 191,588 |
General and administrative expense | 854,214 | 1,307,875 | 2,408,753 | 3,767,012 |
Impairment of intangible assets | 1,104,327 | 1,104,327 | ||
Total operating expenses | 921,564 | 2,522,202 | 2,597,919 | 5,062,927 |
Loss from operations | (905,321) | (2,522,202) | (2,550,083) | (5,062,927) |
Interest expense, net | (185,145) | (25,961) | (525,316) | (68,975) |
Loss before income taxes | (1,090,466) | (2,548,163) | (3,075,399) | (5,131,902) |
Income tax provision | ||||
Net loss | $ (1,090,466) | $ (2,548,163) | $ (3,075,399) | $ (5,131,902) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.04) | $ (0.04) | $ (0.08) |
Weighted average number of common shares outstanding, basic and diluted | 84,601,383 | 63,053,370 | 71,626,094 | 61,165,128 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (3,075,399) | $ (5,131,902) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16,467 | 357,917 |
Amortization of debt discount | 281,146 | |
Impairment of intangible assets | 1,104,327 | |
Share based compensation - stock options | 347,763 | 914,505 |
Effect of changes in operating assets and liabilities: | ||
Accounts Receivable. Prepaid expenses and other current assets | (3,406) | 146,521 |
Prepaid expenses and other current assets | (55,204) | |
Accounts payable | 43,709 | |
Accrued expenses | 327,432 | 156,449 |
Net cash used in operating activities | (1,320,202) | (2,452,183) |
Investing activities: | ||
Purchase of property and equipment | (2,494) | (62,029) |
Acquisition of Songstagram | (43,900) | |
Net cash used in investing activities | (2,494) | (105,929) |
Financing activities: | ||
Proceeds from common stock subscriptions | 1,464,850 | 1,500,942 |
Stock repurchase of common stock | (166,226) | |
Payments on notes payable | (100,000) | |
Proceeds from notes payable - related parties, net | 82,446 | |
Net cash provided by financing activities | 1,381,070 | 1,400,942 |
Net change in cash | 58,374 | (1,157,170) |
Cash, beginning of period | 103,019 | 1,172,117 |
Cash, end of period | 161,393 | 14,947 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest expense | 11,250 | 7,500 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing transactions: | ||
Note payable issued as payment for professional fees | 125,000 | |
Conversion of note receivable for the acquisition of Songstagram | 861,435 | |
Common stock issuable in connection with settlement agreement | 530,000 | |
Conversion of notes payable to related parties to convertible notes payable | 332,446 | |
Conversion of notes payable to convertible notes payable | 600,000 | |
Conversion of accrued payroll to convertible notes payable | 121,875 | |
Conversion of accrued interest on notes payable to convertible notes payable | 66,463 | |
Conversion of accrued interest on notes payable to related parties to convertible notes payable | 10,421 | |
Vendor [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation - stock options | 475,608 | |
Board Member [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation - stock options | $ 321,682 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Organization Cutaia Media Group, LLC (CMG) was a limited liability company formed on December 12, 2012 under the laws of the State of Nevada. On May 19, 2014, bBooth, Inc. was incorporated under the laws of the State of Nevada. On May 19, 2014, CMG was merged into bBooth, Inc. pursuant to a Plan of Merger unanimously approved by the members of CMG. On October 17, 2014, bBooth, Inc. changed the name of its operating company to bBooth (USA), Inc. (bBooth). The operations of CMG and bBooth are collectively referred to as the Company. On October 16, 2014, the Company completed a Share Exchange Agreement with Global System Designs, Inc. (GSD). The Share Exchange Agreement has been treated as a reverse merger transaction, with the Company as the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations that are reflected in these financial statements for periods ended prior to the closing of the Share Exchange Agreement are those of bBooth. In connection with the closing of the Share Exchange Agreement, GSD changed its name to bBooth, Inc. Nature of Business The Company develops and licenses cloud-based SaaS CRM, sales lead generation, and social engagement software on mobile and desktop platforms for sales-based organizations, consumer brands, and artists seeking greater levels of customer, consumer, and fan engagement. The Companys software platform is enterprise scalable and incorporates unique, proprietary, push-to-screen, interactive audio/video messaging and communications technology. The Company was previously engaged in the manufacture and operation of Internet connected, broadcast-quality portable recording studio kiosks, branded and marketed as bBooth, which were integrated into a social media, messaging, gaming, music streaming and video sharing app. The bBooth kiosks were deployed in shopping malls and other high-traffic venues in the United States. The Companys business has evolved from one based primarily on our mall-based bBooth kiosks and mobile apps, narrowly focused on talent discovery, to a cloud-based, enterprise level SaaS platform, branded and marketed as bNotifi, developed to address a much larger target market that includes corporate users, consumer brands, and media companies, among others. Our bNotifi technology represents a new innovative platform for CRM, lead-generation, advertising, fan engagement, and consumer brand activation. Through fully integrated mobile, desktop, and web based applications, our bNotifi technology provides push-to-screen, media-rich, interactive audio/video messaging and communications for higher levels of social engagement and interactive online training and teaching applications, as well as an enterprise scale lead generation and customer retention platform for sales professionals and others. Our bNotifi platform also includes a robust back-end administration console with data collection capabilities, among other features, designed to provide small, medium and large-scale enterprise users, among others, with the ability to send, receive and manage enhanced, media-rich, highly-engaging messaging for both internal and external communications. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2015, which has been derived from the Companys audited financial statements as of that date, and the unaudited condensed consolidated financial information of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Companys financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission (SEC). These unaudited financial statements should be read in conjunction with the Companys audited financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 30, 2016. Principles of Consolidation The condensed consolidated financial statements include the accounts of bBooth, Inc. and Songstagram, Inc. (Songstagram). All significant intercompany transactions have been eliminated in consolidation. Going Concern The Company has incurred operating losses since inception and has negative cash flows from operations. It also has an accumulated deficit of $20,074,694 (unaudited) as of September 30, 2016. As a result, the Companys continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations. Management intends to continue to seek additional debt or equity financing to continue its operations. Management also intends to look at mergers with, or acquisitions of, other related entities to grow its business and customer base. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the value of share based payments. Amounts could materially change in the future. Cash and Cash Equivalents The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company did not hold any cash equivalents at September 30, 2016 and December 31, 2015. Property and Equipment Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the three and nine months ended September 30, 2016. As of September 30, 2015, the Company made this analysis and determined there were no reliable predictors of future cash flows in connection with the intangible assets. Accordingly, the Company concluded that impairment of this asset was appropriate and recorded an impairment charge of $1,104,327 for the nine months ended September 30, 2015. Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of September 30, 2016 and December 31, 2015, the Company has not established a liability for uncertain tax positions. Share Based Payment The Company issues stock options, common stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with FASB ASC 718 Compensation Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 . a b The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. The Company values stock options and warrants using the Black-Scholes option pricing model. Research and Development Costs Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses paid to vendors contracted to perform research projects and develop enhancements and modifications for and to the Companys bNotifi technology and related applications. Research and development costs are expensed as incurred. Total research and development expense for the nine months ended September 30, 2016 and 2015 was $189,166 and $191,588, respectively, and for the three months ended September 30, 2016 and 2015 was $67,350 and $110,000, respectively. Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of September 30, 2016, the Company had a total of 11,593,333 options and 16,449,734 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. As of September 30, 2015, the Company had total of 9,075,000 options and 648,000 warrants which were excluded from the computation of net loss per share because they are anti-dilutive. Fair Value of Financial Instruments The Companys financial instruments include cash and notes payable. The principal balance of the notes payable approximates fair value because the current interest rates and terms offered to the Company for similar debt are substantially the same. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. NOTES PAYABLE The Company has the following notes payable as of September 30, 2016 and December 31, 2015: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note payable 1 September 30, 2014 Due upon demand 5.0 % $ 100,000 $ - $ 100,000 Note payable 2 February 26, 2015 Due upon demand 12.0 % $ 200,000 - 200,000 Note payable 3 March 21, 2015 March 20, 2017 12.0 % $ 125,000 125,000 125,000 Note payable 4 April 2, 2015 Due upon demand 12.0 % $ 200,000 - 200,000 Note payable 5 April 15, 2015 Due upon demand 12.0 % $ 50,000 - 50,000 Note payable 6 April 30, 2015 Due upon demand 12.0 % $ 50,000 - 50,000 Total notes payable $ 125,000 $ 725,000 ● September 30, 2014 ● February 26, 2015 ● March 21, 2015 On April 4, 2016. the Company issued an unsecured convertible note payable to Oceanside Strategies, Inc. (Oceanside) in the amount of $680,268. This note supersedes and replaces all previous notes and current liabilities due to Oceanside for sums Oceanside loaned to the Company in 2014 and 2015 which amounted to $600,000 of principal balance and $80,268 of accrued interest as of April 4, 2016. This note bears interest at the rate of 12% per annum, compounded annually. In consideration for Oceansides agreement to convert the prior notes from current demand notes and extend the maturity date to December 4, 2016, the Company granted Oceanside the right to convert up to 30% of the amount of such note into shares of the Companys common stock at $0.07 per share and issued 2,429,530 share purchase warrants, exercisable at $0.07 per share until April 4, 2019 (see note 5). Total notes payable outstanding as of September 30, 2016 and December 31, 2015 amounted to $125,000 and $725,000, respectively. All outstanding amounts are either due on demand, or expected to become due in the next 12 months, and have therefore all been classified as current liabilities. Total interest expense for notes payable for the nine months ended September 30, 2016 and 2015 was $26,219 and $46,025, respectively. Total interest expense for notes payable for the three months ended September 30, 2016 and 2015 was $3,781 and $23,945, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | 4. NOTES PAYABLE RELATED PARTIES The Company has the following related parties notes payable: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note 1 Year 2015 April 1,2017 12.0 % $ 1,203,242 $ 1,198,883 $ 1,248,883 Note 2 December 2015 April 1, 2017 12.0 % 200,000 - 200,000 Note 4 December 1, 2015 April 1,2017 12.0 % 189,000 189,000 189,000 Note 5 December 1, 2015 April 1, 2017 12.0 % 111,901 111,901 111,901 Total 1,499,784 1,749,784 Debt discount (159,610 ) (398,593 ) Total notes payable related parties, net $ 1,340,174 $ 1,351,192 ● On various dates during the year ended December 31, 2015, Rory J. Cutaia, the Companys majority shareholder and Chief Executive Officer, loaned the Company total principal amounts of $1,203,242. The loans were unsecured and all due on demand, bearing interest at 12% per annum. On December 1, 2015, the Company entered into a Secured Convertible Note agreement with Mr. Cutaia whereby all outstanding principal and accrued interest owed to Mr. Cutaia from previous loans amounting to an aggregate total of $1,248,883 and due on demand, was consolidated under a note payable agreement, bearing interest at 12% per annum, and converted from due on demand to due in full on April 1, 2017. In consideration for Mr. Cutaias agreement to consolidate the loans and extend the maturity date, the Company granted Mr. Cutaia a senior security interest in substantially all current and future assets of the Company. Per the terms of the agreement, at Mr. Cutaias discretion, he may convert up to $374,665 of outstanding principal, plus accrued interest thereon, into shares of common stock at a conversion rate of $0.07 per share. ● On December 1, 2015, the Company entered into an Unsecured Convertible Note with Mr. Cutaia in the amount of $189,000, bearing interest at 12% per annum, representing a portion of Mr. Cutaias unpaid salary for 2015. The note extends the payment terms of Mr. Cutaias accrued salary from on-demand to due in full on April 1, 2017. The outstanding principal and accrued interest may be converted at Mr. Cutaias discretion into shares of common stock at a conversion rate of $0.07. ● On December 1, 2015, the Company entered into an Unsecured Note agreement with a consulting firm owned by Michael Psomas, a former member of the Companys Board of Directors, in the amount of $111,901 representing unpaid fees earned for consulting services previously rendered but unpaid as of November 30, 2015. The outstanding amounts bear interest at 12% per annum, and are due in full on April 1, 2017. On December 1, 2015, the Company granted 8,920,593 warrants to Mr. Cutaia and 799,286 warrants to Mr. Psomas as consideration for agreeing to extend the payment terms of their respective note payable balances to a maturity date of April 1, 2017. The warrants are immediately vested and have an exercise price of $0.07 and expire on November 30, 2018. The warrants have been valued using the Black-Scholes valuation model and have an aggregate value of $424,758. The value has been recorded as a discount to the outstanding notes payable - related parties on the accompanying consolidated balance sheet, and is being amortized into interest expense over the extended maturity periods of April 1, 2017. During the three months ended September 30, 2016, the Company recorded amortization of $80,242 of the discount into interest expense. The remaining discount balance as of September 30, 2016 amounted to $159,611. Total interest expense for notes payable to related parties for the nine months ended September 30, 2016 and 2015 was $144,177 and $23,850, respectively. Total interest expense for notes payable to related parties for the three months ended September 30, 2016 and 2015 was $23,850 and $17,965, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 5. CONVERTIBLE NOTES PAYABLE The Company has the following convertible notes payable: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note 1 April 4, 2016 August 4, 2017 12.0 % $ 343,326 $ 343,326 $ - Note 2 April 4, 2016 August 4, 2017 12.0 % 121,875 121,875 - Note 3 April 4, 2016 December 4, 2016 12.0 % 680,268 680,268 - Total 1,145,469 - Debt discount (210,822 ) - Total convertible notes payable, net of debt discount $ 934,647 $ - The Company has the following convertible notes payable as of September 30, 2016: ● Note 1 (April 4, 2016) ● Note 2 (April 4, 2016) ● Note 3 (April 3, 2016) The warrants issued as part of issuances of convertible notes payable was valued using the Black-Scholes method and amounted to $252,987. The Company recorded this amount as an off-set to convertible debt as a debt discount and is amortized over the life of the convertible notes payable as interest expense. The Company had $21,082 of interest expense for the three and nine months ended September 30, 2016 as a result of amortization of debt discount related to convertible notes payable. The Company incurred additional $68,916 and $34,647 of interest expense from convertible notes payable for the nine and three months ended September 30, 2016, respectively. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity Transactions | 6. EQUITY TRANSACTIONS Common Stock The Companys common stock activity for the nine months ended September 30, 2016 is as follows: Shares Outstanding at December 31, 2015 63,859,000 Share repurchases (8,311,324 ) Shares issued to vendors for services 3,811,667 Shares issued to board of directors for services 1,150,000 Shares issued from stock subscription 32,135,556 Outstanding at September 30, 2016 92,644,899 Stock Repurchases Shares Issued to Vendors Shares Issued to Board of Directors Shares Issued from Stock Subscription Stock Options Effective October 16, 2014, the Company adopted the 2014 Stock Option Plan (the Plan) under the administration of the board of directors to retain the services of valued key employees and consultants of the Company. At its discretion, the Company grants share option awards to certain employees and non-employees, as defined by ASC 718, CompensationStock Compensation, under the 204 Stock Option Plan (the Plan) and accounts for its share-based compensation in accordance with ASC 718. The fair value of each share option award on the date of grant is estimated using the Black-Scholes method based on the following weighted-average assumptions: 3 Months Ended September 30, 9 Months Ended September 30, 2016 2015 2016 2015 Risk-free interest rate 1.22 % 1.07 % 1.22% - 1.24% 1.07% - 1.65% Expected term (years) 1 2 years 2 - 3 years 1 2 years 2 - 3 years Expected volatility 87.18% 153.07% 81.80 % 87.19% 153.07% 81.80 % Expected dividend yield - - - - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Companys common stock and peers; and the expected dividend yield is based upon the Companys current dividend rate and future expectations A summary of option activity for the nine months ended September 30, 2016 is presented below. Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 7,656,250 $ 0.66 4.03 Granted 5,610,000 0.09 Exercised - - Forfeited or expired (1,672,917 ) 0.93 Outstanding at September 30, 2016 11,593,333 $ 0.34 0.90 $ 1,623,067 Vested and expected to vest at September 30, 2016 6,288,669 $ 0.45 $ 880,414 Exercisable at September 30, 2016 5,105,276 $ 0.49 $ 714,739 The Company recognized $115,874 and $347,763 in share-based compensation expense for the three and nine months ended September 30, 2016, respectively, compared to $ 476,732 and $ 729,773 in share-based compensation expense for the three and nine months ended September 30, 2015, respectively. As of September 30, 2016, total unrecognized stock-based compensation expense was $1,261,402, which is expected to be recognized as an operating expense through November 2018. Warrants The Company has the following warrants as of September 30, 2016: Issuance Date Expiration Date Warrant Shares Exercise Price Warrant #1 November 12, 2014 November 12, 2019 600,000 $ 0.50 Warrant #2 March 21, 2015 March 20, 2018 48,000 $ 0.10 Warrant #3 October 30, 2015 October 30, 2020 600,000 $ 0.50 Warrant #4 December 1, 2015 April 1, 2017 9,719,879 $ 0.07 Warrant #5 April 4, 2016 October 30, 2020 600,000 $ 0.50 Warrant #6 April 4, 2016 April 4, 2019 2,452,325 $ 0.07 Warrant #7 April 4, 2016 April 4, 2019 2,429,530 $ 0.07 Outstanding at September 30, 2016 16,449,734 On November 12, 2014, the Company granted warrants to a consultant to purchase 600,000 shares of common stock at an exercise price of $0.50 per share. The warrants expire on November 12, 2019 and were fully vested on the grant date. On March 21, 2015, in connection with the DelMorgan agreement, the Company issued 48,000 warrants, each exercisable into one share of common stock at an exercise price of $0.10 per share. The warrants were fully vested on the date of the grant and expire on March 20, 2018. The warrants have been valued using the Black-Scholes pricing model as of the contract date. The total value of $20,114 has been recorded as a component of prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet and is being amortized over the life of the agreement. On October 30, 2015, the Company granted warrants to a consultant to purchase 600,000 shares of common stock at an exercise price of $0.50 per share. The warrants expire on October 30, 2020 and were fully vested on the grant date. On December 1, 2015, the Company granted 9,719,879 warrants as consideration for the Companys Chief Executive Officer and a member of the Board of Directors for agreeing to extend the payment terms of his note payable balances to a maturity date of April 1, 2017. The warrants have exercise price of $0.07 per share. On April 4, 2016, the Company issued a secured convertible note to the Chief Executive Officer (CEO) and member of the Board of Directors, in the amount of $343,326, which represents additional sums that the CEO advanced to the Company during the period from December 2015 through March 2016, and is addition to all pre-existing loans made by, and notes held by the CEO. This note bears interest at the rate of 12% per annum, compounded annually. In consideration for this agreement to extend the repayment date to August 4, 2017, the Company granted to the CEO the right to convert up to 30% of the amount of the such note into shares of the Companys common stock at $0.07 per share and issued 2,452,325 share purchase warrants, exercisable at $0.07 per share until April 4, 2019, which warrants represent 50% of the amount of such note. On April 4, 2016, the Company issued an unsecured convertible note payable to Oceanside Strategies, Inc. (Oceanside) in the amount of $680,268. This note supersedes and replaces all previous notes and current liabilities due to Oceanside for sums Oceanside loaned to the Company in 2014 and 2015. This note bears interest at the rate of 12% per annum, compounded annually. In consideration for Oceansides agreement to convert the prior notes from current demand notes and extend the maturity date to December 4, 2016, we granted Oceanside the right to convert up to 30% of the amount of such note into shares of the Companys common stock at $0.07 per share and issued 2,429,530 share purchase warrants, exercisable at $0.07 per share until April 4, 2019 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Operating Leases In June 2015, the Company entered into an facility operating lease agreement for its office which provides for monthly rent of $6,700 through June 25, 2016. In June 2016, the Company moved to a new facility and entered into a new facility operating lease agreement for its office which provided for monthly rent $3,130 through June 2017. The Company had total rent expense for the nine months ended September 30, 2016 and 2015 of $69,455 and $123,328, respectively, and three months ended September 30, 2016 and 2015 of $16,263 and $13,425, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS On October 3, 2016, the Company entered into a Consulting Agreement (the Agreement) with a third-party consulting firm (the Consultants) for three months, ending on December 31, 2016. The Company will compensate the Consultants in the amount of $2,500 and restricted stock of 175,000 shares for Consultants services as defined in the Agreement. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2015, which has been derived from the Companys audited financial statements as of that date, and the unaudited condensed consolidated financial information of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Companys financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission (SEC). These unaudited financial statements should be read in conjunction with the Companys audited financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 30, 2016. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of bBooth, Inc. and Songstagram, Inc. (Songstagram). All significant intercompany transactions have been eliminated in consolidation. |
Going Concern | Going Concern The Company has incurred operating losses since inception and has negative cash flows from operations. It also has an accumulated deficit of $20,074,694 (unaudited) as of September 30, 2016. As a result, the Companys continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations. Management intends to continue to seek additional debt or equity financing to continue its operations. Management also intends to look at mergers with, or acquisitions of, other related entities to grow its business and customer base. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the value of share based payments. Amounts could materially change in the future. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company did not hold any cash equivalents at September 30, 2016 and December 31, 2015. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the three and nine months ended September 30, 2016. As of September 30, 2015, the Company made this analysis and determined there were no reliable predictors of future cash flows in connection with the intangible assets. Accordingly, the Company concluded that impairment of this asset was appropriate and recorded an impairment charge of $1,104,327 for the nine months ended September 30, 2015. |
Income Taxes | Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of September 30, 2016 and December 31, 2015, the Company has not established a liability for uncertain tax positions. |
Share Based Payment | Share Based Payment The Company issues stock options, common stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with FASB ASC 718 Compensation Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 . a b The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. The Company values stock options and warrants using the Black-Scholes option pricing model. |
Research and Development Costs | Research and Development Costs Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses paid to vendors contracted to perform research projects and develop enhancements and modifications for and to the Companys bNotifi technology and related applications. Research and development costs are expensed as incurred. Total research and development expense for the nine months ended September 30, 2016 and 2015 was $189,166 and $191,588, respectively, and for the three months ended September 30, 2016 and 2015 was $67,350 and $110,000, respectively. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of September 30, 2016, the Company had a total of 11,593,333 options and 16,449,734 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. As of September 30, 2015, the Company had total of 9,075,000 options and 648,000 warrants which were excluded from the computation of net loss per share because they are anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys financial instruments include cash and notes payable. The principal balance of the notes payable approximates fair value because the current interest rates and terms offered to the Company for similar debt are substantially the same. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has the following notes payable as of September 30, 2016 and December 31, 2015: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note payable 1 September 30, 2014 Due upon demand 5.0 % $ 100,000 $ - $ 100,000 Note payable 2 February 26, 2015 Due upon demand 12.0 % $ 200,000 - 200,000 Note payable 3 March 21, 2015 March 20, 2017 12.0 % $ 125,000 125,000 125,000 Note payable 4 April 2, 2015 Due upon demand 12.0 % $ 200,000 - 200,000 Note payable 5 April 15, 2015 Due upon demand 12.0 % $ 50,000 - 50,000 Note payable 6 April 30, 2015 Due upon demand 12.0 % $ 50,000 - 50,000 Total notes payable $ 125,000 $ 725,000 ● September 30, 2014 ● February 26, 2015 ● March 21, 2015 |
Notes Payable - Related Parti16
Notes Payable - Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | The Company has the following related parties notes payable: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note 1 Year 2015 April 1,2017 12.0 % $ 1,203,242 $ 1,198,883 $ 1,248,883 Note 2 December 2015 April 1, 2017 12.0 % 200,000 - 200,000 Note 4 December 1, 2015 April 1,2017 12.0 % 189,000 189,000 189,000 Note 5 December 1, 2015 April 1, 2017 12.0 % 111,901 111,901 111,901 Total 1,499,784 1,749,784 Debt discount (159,610 ) (398,593 ) Total notes payable related parties, net $ 1,340,174 $ 1,351,192 ● On various dates during the year ended December 31, 2015, Rory J. Cutaia, the Companys majority shareholder and Chief Executive Officer, loaned the Company total principal amounts of $1,203,242. The loans were unsecured and all due on demand, bearing interest at 12% per annum. On December 1, 2015, the Company entered into a Secured Convertible Note agreement with Mr. Cutaia whereby all outstanding principal and accrued interest owed to Mr. Cutaia from previous loans amounting to an aggregate total of $1,248,883 and due on demand, was consolidated under a note payable agreement, bearing interest at 12% per annum, and converted from due on demand to due in full on April 1, 2017. In consideration for Mr. Cutaias agreement to consolidate the loans and extend the maturity date, the Company granted Mr. Cutaia a senior security interest in substantially all current and future assets of the Company. Per the terms of the agreement, at Mr. Cutaias discretion, he may convert up to $374,665 of outstanding principal, plus accrued interest thereon, into shares of common stock at a conversion rate of $0.07 per share. ● On December 1, 2015, the Company entered into an Unsecured Convertible Note with Mr. Cutaia in the amount of $189,000, bearing interest at 12% per annum, representing a portion of Mr. Cutaias unpaid salary for 2015. The note extends the payment terms of Mr. Cutaias accrued salary from on-demand to due in full on April 1, 2017. The outstanding principal and accrued interest may be converted at Mr. Cutaias discretion into shares of common stock at a conversion rate of $0.07. ● On December 1, 2015, the Company entered into an Unsecured Note agreement with a consulting firm owned by Michael Psomas, a former member of the Companys Board of Directors, in the amount of $111,901 representing unpaid fees earned for consulting services previously rendered but unpaid as of November 30, 2015. The outstanding amounts bear interest at 12% per annum, and are due in full on April 1, 2017. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The Company has the following convertible notes payable: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 30, 2016 Balance at December 31, 2015 Note 1 April 4, 2016 August 4, 2017 12.0 % $ 343,326 $ 343,326 $ - Note 2 April 4, 2016 August 4, 2017 12.0 % 121,875 121,875 - Note 3 April 4, 2016 December 4, 2016 12.0 % 680,268 680,268 - Total 1,145,469 - Debt discount (210,822 ) - Total convertible notes payable, net of debt discount $ 934,647 $ - The Company has the following convertible notes payable as of September 30, 2016: ● Note 1 (April 4, 2016) ● Note 2 (April 4, 2016) ● Note 3 (April 3, 2016) |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Common Stock Activity | The Companys common stock activity for the nine months ended September 30, 2016 is as follows: Shares Outstanding at December 31, 2015 63,859,000 Share repurchases (8,311,324 ) Shares issued to vendors for services 3,811,667 Shares issued to board of directors for services 1,150,000 Shares issued from stock subscription 32,135,556 Outstanding at September 30, 2016 92,644,899 |
Schedule of Fair Value Assumptions Using Black-Scholes Method | The fair value of each share option award on the date of grant is estimated using the Black-Scholes method based on the following weighted-average assumptions: 3 Months Ended September 30, 9 Months Ended September 30, 2016 2015 2016 2015 Risk-free interest rate 1.22 % 1.07 % 1.22% - 1.24% 1.07% - 1.65% Expected term (years) 1 2 years 2 - 3 years 1 2 years 2 - 3 years Expected volatility 87.18% 153.07% 81.80 % 87.19% 153.07% 81.80 % Expected dividend yield - - - - |
Schedule of Option Activity | A summary of option activity for the nine months ended September 30, 2016 is presented below. Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 7,656,250 $ 0.66 4.03 Granted 5,610,000 0.09 Exercised - - Forfeited or expired (1,672,917 ) 0.93 Outstanding at September 30, 2016 11,593,333 $ 0.34 0.90 $ 1,623,067 Vested and expected to vest at September 30, 2016 6,288,669 $ 0.45 $ 880,414 Exercisable at September 30, 2016 5,105,276 $ 0.49 $ 714,739 |
Schedule of Warrants | The Company has the following warrants as of September 30, 2016: Issuance Date Expiration Date Warrant Shares Exercise Price Warrant #1 November 12, 2014 November 12, 2019 600,000 $ 0.50 Warrant #2 March 21, 2015 March 20, 2018 48,000 $ 0.10 Warrant #3 October 30, 2015 October 30, 2020 600,000 $ 0.50 Warrant #4 December 1, 2015 April 1, 2017 9,719,879 $ 0.07 Warrant #5 April 4, 2016 October 30, 2020 600,000 $ 0.50 Warrant #6 April 4, 2016 April 4, 2019 2,452,325 $ 0.07 Warrant #7 April 4, 2016 April 4, 2019 2,429,530 $ 0.07 Outstanding at September 30, 2016 16,449,734 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accumulated deficit | $ 20,074,694 | $ 20,074,694 | $ 16,999,295 | ||
Property and equipment, depreciation method | Straight-line basis | ||||
Property and equipment estimated useful life | 5 years | ||||
Impairment assets | 0 | $ 0 | $ 1,104,327 | ||
Research and development expense | $ 67,350 | $ 110,000 | $ 189,166 | $ 191,588 | |
Options [Member] | |||||
Number of options and warrants excluded from computation of net loss per share | 11,593,333 | 9,075,000 | |||
Warrants [Member] | |||||
Number of options and warrants excluded from computation of net loss per share | 16,449,734 | 648,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 04, 2016 | Sep. 30, 2014 | Mar. 21, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Feb. 26, 2015 |
Debt Instrument [Line Items] | |||||||||
Demand promissory note borrowing | $ 935,000 | ||||||||
Note payable classified as current liability | $ 125,000 | $ 125,000 | $ 725,000 | ||||||
Number of warrant purchase shares | 16,449,734 | 16,449,734 | |||||||
Note payable outstanding | $ 125,000 | 725,000 | |||||||
Interest expense for notes payable | $ 3,781 | $ 23,945 | 26,219 | $ 46,025 | |||||
Oceanside Strategies, Inc [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of loan | $ 600,000 | ||||||||
Interest rate | 12.00% | ||||||||
Note payable due date | Dec. 4, 2016 | ||||||||
Unsecured convertible note payable | $ 680,268 | ||||||||
Accrued interest | $ 80,268 | ||||||||
Debt conversion percentage of amount | 30.00% | ||||||||
Number of common stock price per share | $ 0.07 | ||||||||
Number of warrant purchase shares | 2,429,530 | ||||||||
Warrant exercise price per share | $ 0.07 | ||||||||
Third Party Lender [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Demand promissory note borrowing | $ 100,000 | ||||||||
Third Party Lender [Member] | Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of loan | $ 200,000 | ||||||||
Interest rate | 12.00% | ||||||||
DelMorgan Group LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 12.00% | ||||||||
Paid in advance | $ 125,000 | ||||||||
Note payable due date | Mar. 20, 2017 | ||||||||
Note payable classified as current liability | $ 125,000 | $ 125,000 | $ 125,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Total note payable | $ 125,000 | $ 725,000 |
Note Payable 1 [Member] | ||
Note date | Sep. 30, 2014 | |
Maturity date description | Due upon demand | |
Interest rate | 5.00% | |
Original borrowing | $ 100,000 | |
Total note payable | 100,000 | |
Note Payable 2 [Member] | ||
Note date | Feb. 26, 2015 | |
Maturity date description | Due upon demand | |
Interest rate | 12.00% | |
Original borrowing | $ 200,000 | |
Total note payable | 200,000 | |
Note Payable 3 [Member] | ||
Note date | Mar. 21, 2015 | |
Maturity date | Mar. 20, 2017 | |
Interest rate | 12.00% | |
Original borrowing | $ 125,000 | |
Total note payable | $ 125,000 | 125,000 |
Note Payable 4 [Member] | ||
Note date | Apr. 2, 2015 | |
Maturity date description | Due upon demand | |
Interest rate | 12.00% | |
Original borrowing | $ 200,000 | |
Total note payable | 200,000 | |
Note Payable 5 [Member] | ||
Note date | Apr. 15, 2015 | |
Maturity date description | Due upon demand | |
Interest rate | 12.00% | |
Original borrowing | $ 50,000 | |
Total note payable | 50,000 | |
Note Payable 6 [Member] | ||
Note date | Apr. 30, 2015 | |
Maturity date description | Due upon demand | |
Interest rate | 12.00% | |
Original borrowing | $ 50,000 | |
Total note payable | $ 50,000 |
Notes Payable - Related Parti22
Notes Payable - Related Parties (Details Narrative) - USD ($) | Dec. 01, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt conversion amount | ||||||
Additional borrowing | $ 935,000 | |||||
Amortization of discount | $ 80,242 | 281,146 | ||||
Remaining discount balance | 159,611 | |||||
Interest expense for notes payable | 3,781 | $ 23,945 | 26,219 | 46,025 | ||
Rory Cutaia [Member] | ||||||
Principal amount of loan | $ 189,000 | $ 1,203,242 | ||||
Interest rate | 12.00% | 12.00% | ||||
Note payable due date | Apr. 1, 2017 | |||||
Debt conversion price per share | $ 0.07 | |||||
Number of warrants granted for consideration of extend the payment terms of note payables | 8,920,593 | |||||
Warrants expiration date | Nov. 30, 2018 | |||||
Fair value of warrants | $ 424,758 | |||||
Rory Cutaia [Member] | Secured Convertible Note Agreement [Member] | ||||||
Principal amount of loan | $ 1,248,883 | |||||
Interest rate | 12.00% | |||||
Note payable due date | Apr. 1, 2017 | |||||
Debt conversion amount | $ 374,665 | |||||
Debt conversion price per share | $ 0.07 | |||||
Michael Psomas [Member] | ||||||
Note payable due date | Apr. 1, 2017 | |||||
Number of warrants granted for consideration of extend the payment terms of note payables | 799,286 | |||||
Warrants exercise price per share | $ 0.07 | |||||
Warrants expiration date | Nov. 30, 2018 | |||||
Fair value of warrants | $ 424,758 | |||||
Michael Psomas [Member] | Unsecured Note Agreement [Member] | ||||||
Interest rate | 12.00% | |||||
Note payable due date | Apr. 1, 2017 | |||||
Unpaid fees earned | $ 111,901 | |||||
Mr. Cutaia [Member] | ||||||
Principal amount of loan | 1,499,784 | 1,499,784 | $ 1,749,784 | |||
Interest expense for notes payable | $ 23,850 | $ 17,965 | $ 144,177 | $ 23,850 |
Notes Payable - Related Parti23
Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Discount on notes payable - related parties | $ 210,822 | |
Notes payable - related parties, net | 1,351,192 | |
Mr. Cutaia [Member] | ||
Notes payable - related parties, outstanding principal | 1,499,784 | 1,749,784 |
Discount on notes payable - related parties | (159,610) | (398,593) |
Notes payable - related parties, net | $ 1,340,174 | 1,351,192 |
Note 1 [Member] | ||
Issuance Date | Dec. 31, 2015 | |
Maturity Date | Apr. 1, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 1,203,242 | |
Notes payable - related parties, outstanding principal | $ 1,198,883 | 1,248,883 |
Note 2 [Member] | ||
Issuance Date | Dec. 31, 2015 | |
Maturity Date | Apr. 1, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 200,000 | |
Notes payable - related parties, outstanding principal | 200,000 | |
Note 4 [Member] | ||
Issuance Date | Dec. 1, 2015 | |
Maturity Date | Apr. 1, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 189,000 | |
Notes payable - related parties, outstanding principal | $ 189,000 | 189,000 |
Note 5 [Member] | ||
Issuance Date | Dec. 1, 2015 | |
Maturity Date | Apr. 1, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 111,901 | |
Notes payable - related parties, outstanding principal | $ 111,901 | $ 111,901 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Apr. 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 |
Number of warrant purchase shares | 16,449,734 | 16,449,734 | |
Issuance of convertible note payable | $ 252,987 | ||
Interest expense | $ 21,082 | ||
Minimum [Member] | |||
Interest expense | $ 21,082 | ||
Note 1 [Member] | |||
Interest rate | 12.00% | 12.00% | |
Maturity date | Apr. 1, 2017 | ||
Note 1 [Member] | Chief Executive Officer [Member] | |||
Secured convertible note issued | $ 343,326 | ||
Interest rate | 12.00% | ||
Debt conversion percentage of amount | 30.00% | ||
Number of common stock price per share | $ 0.07 | ||
Number of warrant purchase shares | 2,452,325 | ||
Warrant exercise price per share | $ 0.07 | ||
Warrants expiration date | Apr. 4, 2019 | ||
Note 2 [Member] | |||
Interest rate | 12.00% | 12.00% | |
Maturity date | Apr. 1, 2017 | ||
Note 2 [Member] | Chief Executive Officer [Member] | |||
Interest rate | 12.00% | ||
Number of common stock price per share | $ 0.07 | ||
Unsecured convertible note payable | $ 121,875 | ||
Deferred salary description | unpaid salary owed to the CEO for the period from December 2015 through March 2016. | ||
Note 3 [Member] | Chief Executive Officer [Member] | |||
Interest rate | 12.00% | ||
Debt conversion percentage of amount | 30.00% | ||
Number of common stock price per share | $ 0.07 | ||
Number of warrant purchase shares | 2,429,530 | ||
Warrant exercise price per share | $ 0.07 | ||
Unsecured convertible note payable | $ 680,268 | ||
Maturity date | Dec. 4, 2016 | ||
Convertible Note Payable [Member] | |||
Interest expense | $ 34,647 | $ 68,916 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Total | $ 1,145,469 | |
Debt discount | (210,822) | |
Total convertible notes payable, net of debt discount | $ 934,647 | |
Convertible Note Payable [Member] | Note 1 [Member] | ||
Issuance Date | Apr. 4, 2016 | |
Maturity date | Aug. 4, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 343,326 | |
Total | $ 343,326 | |
Convertible Note Payable [Member] | Note 2 [Member] | ||
Issuance Date | Apr. 4, 2016 | |
Maturity date | Aug. 4, 2017 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 121,875 | |
Total | $ 121,875 | |
Convertible Note Payable [Member] | Note 3 [Member] | ||
Issuance Date | Apr. 4, 2016 | |
Maturity date | Dec. 4, 2016 | |
Interest Rate | 12.00% | |
Original Borrowing | $ 680,268 | |
Total | $ 680,268 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Apr. 04, 2016 | Jan. 28, 2016 | Dec. 01, 2015 | Oct. 30, 2015 | Mar. 21, 2015 | Nov. 12, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Exercise price of common stock granted | $ 0.09 | |||||||||
Number of common stock shares issued for service | 3,811,667 | |||||||||
Share based compensation | $ 115,874 | $ 476,732 | $ 347,763 | $ 914,505 | ||||||
Unrecognized stock based compensation expense | $ 1,261,402 | $ 1,261,402 | ||||||||
Warrants granted to purchase of common stock shares | 16,449,734 | 16,449,734 | ||||||||
Vendor [Member] | ||||||||||
Number of common stock shares issued for service | 1,411,667 | 3,811,667 | ||||||||
Share based compensation | $ 217,403 | $ 475,608 | ||||||||
Board of Directors [Member] | ||||||||||
Number of common stock shares issued for service | 750,000 | 1,150,000 | ||||||||
Share based compensation | $ 97,500 | $ 321,682 | ||||||||
Stock Subscription to Investors [Member] | ||||||||||
Number of common stock shares issued, shares | 11,713,334 | 32,135,556 | ||||||||
Number of common stock shares issued, Value | $ 545,850 | $ 1,464,850 | ||||||||
Chief Executive Officer and Board of Director [Member] | ||||||||||
Warrants granted to purchase of common stock shares | 2,452,325 | |||||||||
Warrant exercise price per share | $ 0.07 | |||||||||
Secured convertible note issued | $ 343,326 | |||||||||
Interest rate | 12.00% | |||||||||
Debt conversion percentage of amount | 30.00% | |||||||||
Warrants percentage | 50.00% | |||||||||
Oceanside Strategies, Inc [Member] | ||||||||||
Number of common stock price per share | $ 0.07 | |||||||||
Warrants granted to purchase of common stock shares | 2,429,530 | |||||||||
Warrant exercise price per share | $ 0.07 | |||||||||
Maturity date | Dec. 4, 2016 | |||||||||
Interest rate | 12.00% | |||||||||
Debt conversion percentage of amount | 30.00% | |||||||||
Unsecured convertible note payable | $ 680,268 | |||||||||
Employees [Member] | ||||||||||
Number of restricted common stock shares issued during the period | 9,011,324 | |||||||||
Exercise price of common stock granted | $ 0.02 | |||||||||
Share repurchases | 8,311,324 | |||||||||
Number of common stock shares repurchase during the period | 166,226 | 166,226 | ||||||||
Consultant [Member] | ||||||||||
Warrants granted to purchase of common stock shares | 600,000 | 600,000 | ||||||||
Warrant exercise price per share | $ 0.50 | $ 0.50 | ||||||||
Warrants expire date | Oct. 30, 2020 | Nov. 12, 2019 | ||||||||
DelMorgan [Member] | ||||||||||
Unrecognized stock based compensation expense | $ 20,114 | |||||||||
Warrants granted to purchase of common stock shares | 48,000 | |||||||||
Warrant exercise price per share | $ 0.10 | |||||||||
Warrants expire date | Mar. 20, 2018 | |||||||||
Chief Executive Officer and Board of Director [Member] | ||||||||||
Warrant exercise price per share | $ 0.07 | |||||||||
Number of warrants granted for consideration of extend the payment terms of note payables | 9,719,879 | |||||||||
Maturity date | Apr. 1, 2017 |
Equity Transactions - Schedule
Equity Transactions - Schedule of Common Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Equity [Abstract] | |
Outstanding beginning | 63,859,000 |
Share repurchases | (8,311,324) |
Shares issued to vendors for services | 3,811,667 |
Shares issued to board of directors for services | 1,150,000 |
Shares issued from stock subscription | 32,135,556 |
Outstanding ending | 92,644,899 |
Equity Transaction - Schedule o
Equity Transaction - Schedule of Fair Value Assumptions Using Black-Scholes Method (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Risk-free interest rate | 1.07% | |||
Expected volatility | 81.80% | 81.80% | ||
Expected dividend yield | ||||
Minimum [Member] | ||||
Risk-free interest rate | 1.22% | 1.22% | 1.07% | |
Expected term (years) | 1 year | 2 years | 1 year | 2 years |
Expected volatility | 87.18% | 87.19% | ||
Maximum [Member] | ||||
Risk-free interest rate | 1.24% | 1.65% | ||
Expected term (years) | 2 years | 3 years | 2 years | 3 years |
Expected volatility | 153.07% | 153.07% |
Equity Transactions - Schedul29
Equity Transactions - Schedule of Option Activity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of options options outstanding beginning balance | shares | 7,656,250 |
Number of options granted | shares | 5,610,000 |
Number of options exercised | shares | |
Number of options forfeited | shares | (1,672,917) |
Number of options options outstanding ending balance | shares | 11,593,333 |
Number of options vested and expected to vest | shares | 6,288,669 |
Number of options exercisable | shares | 5,105,276 |
Weighted average exercise price outstanding beginning balance | $ 0.66 |
Weighted average exercise price granted | 0.09 |
Weighted average exercise price exercised | |
Weighted average exercise price forfeited | 0.93 |
Weighted average exercise price outstanding ending balance | 0.34 |
Weighted average exercise price vested and expected to vest | 0.45 |
Weighted average exercise price exercisable | $ 0.49 |
Weighted average remaining contractual term outstanding | 4 years 11 days |
Weighted average remaining contractual term outstanding | 10 months 24 days |
Aggregate intrinsic value outstanding beginning balance | $ | |
Aggregate intrinsic value granted | |
Aggregate intrinsic value forfeited | |
Aggregate intrinsic value exercised | $ | |
Aggregate intrinsic value outstanding ending balance | $ | 1,623,067 |
Aggregate intrinsic value vested and expected to vest | $ | 880,414 |
Aggregate intrinsic value exercisable | $ | $ 714,739 |
Equity Transactions - Schedul30
Equity Transactions - Schedule of Warrants (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrant Shares | 16,449,734 |
Warrants #1 [Member] | |
Issuance Date | Nov. 12, 2014 |
Expiration Date | Nov. 12, 2019 |
Warrant Shares | 600,000 |
Exercise Price | $ / shares | $ 0.50 |
Warrants #2 [Member] | |
Issuance Date | Mar. 21, 2015 |
Expiration Date | Mar. 20, 2018 |
Warrant Shares | 48,000 |
Exercise Price | $ / shares | $ 0.10 |
Warrants #3 [Member] | |
Issuance Date | Oct. 30, 2015 |
Expiration Date | Oct. 30, 2020 |
Warrant Shares | 600,000 |
Exercise Price | $ / shares | $ 0.50 |
Warrants #4 [Member] | |
Issuance Date | Dec. 1, 2015 |
Expiration Date | Apr. 1, 2017 |
Warrant Shares | 9,719,879 |
Exercise Price | $ / shares | $ 0.07 |
Warrants #5 [Member] | |
Issuance Date | Apr. 4, 2016 |
Expiration Date | Oct. 30, 2020 |
Warrant Shares | 600,000 |
Exercise Price | $ / shares | $ 0.50 |
Warrants #6 [Member] | |
Issuance Date | Apr. 4, 2016 |
Expiration Date | Apr. 4, 2019 |
Warrant Shares | 2,452,325 |
Exercise Price | $ / shares | $ 0.07 |
Warrants #7 [Member] | |
Issuance Date | Apr. 4, 2016 |
Expiration Date | Apr. 4, 2019 |
Warrant Shares | 2,429,530 |
Exercise Price | $ / shares | $ 0.07 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Operating lease monthly rent | $ 6,700 | $ 3,130 | ||||
Rent expenses | $ 16,263 | $ 13,425 | $ 69,455 | $ 123,328 | ||
Operating lease, description | Through June 2017 | Through June 25, 2016 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 03, 2016 | Sep. 30, 2016 |
Stock issued for consultants services | 3,811,667 | |
Subsequent Event [Member] | Consulting Agreement [Member] | ||
Consultants fee | $ 2,500 | |
Stock issued for consultants services | 175,000 |