Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2017 | May 10, 2017 | |
| Document And Entity Information | ||
| Entity Registrant Name | nFusz, Inc. | |
| Entity Central Index Key | 1,566,610 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2017 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 103,641,566 | |
| Trading Symbol | FUSZ | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
| Current asssets: | ||
| Cash | $ 123,670 | $ 16,762 |
| Accounts receivable | 8,468 | |
| Prepaid expenses | 34,284 | 10,871 |
| Total current assets | 157,954 | 36,101 |
| Property and equipment, net | 46,761 | 52,066 |
| Other assets | 12,059 | 16,036 |
| Total assets | 216,774 | 104,203 |
| Current liabilities: | ||
| Accounts payable and accrued expenses | 426,500 | 431,650 |
| Accrued interest (including $114,772 and $56,628 payable to related parties) | 196,407 | 118,137 |
| Accrued officers’ salary | 311,348 | 200,028 |
| Notes payable, net of discount of $22,407 and $48,942, respectively | 203,893 | 177,358 |
| Notes payable - related party | 1,964,985 | 1,964,985 |
| Convertible note payable | 680,268 | 680,268 |
| Total current liabilities | 3,783,401 | 3,572,426 |
| Notes Payable Series A Preferred, net of discount of $46,857 | 268,143 | |
| 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, 98,895,733 and 94,661,566 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 9,888 | 9,465 |
| Additional paid in capital | 18,285,582 | 17,815,732 |
| Stock subscription | (20) | (20,020) |
| Accumulated deficit | (22,130,220) | (21,273,400) |
| Total stockholders’ deficit | (3,834,770) | (3,468,223) |
| Total liabilities and stockholders’ deficit | $ 216,774 | $ 104,203 |
Condensed Consolidated Balance3
| Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
| Statement of Financial Position [Abstract] | ||
| Accrued interest, related parties | $ 114,772 | $ 56,628 |
| Notes payable, discount | 22,407 | $ 48,942 |
| Notes payable related party, discount noncurrent | $ 46,857 | |
| 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 | 98,895,733 | 94,661,566 |
| Common stock, shares outstanding | 98,895,733 | 94,661,566 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2017 | Mar. 31, 2016 | |
| Costs and Expenses: | ||
| Research and development | $ 89,600 | $ 36,450 |
| General and administrative | 617,537 | 508,890 |
| Loss from operations | (707,137) | (545,340) |
| Interest expense (including $58,142 and $53,944 to related parties) | (84,005) | (72,570) |
| Interest expense - amortization of debt discount | (39,678) | (79,370) |
| Loss from extinguishment of accounts payable | (26,000) | |
| Net loss | $ (856,820) | $ (697,280) |
| Earnings per share - basic and diluted | $ (0.01) | $ (0.01) |
| Weighted average number of common shares outstanding - basic and diluted | 95,882,696 | 63,859,000 |
Condensed Consolidated Stateme5
| Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
| Mar. 31, 2017 | Mar. 31, 2016 | |
| Income Statement [Abstract] | ||
| Interest expense, related parties | $ 58,142 | $ 53,944 |
Condensed Consolidated Stateme6
| Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2017 | Mar. 31, 2016 | |
| Operating Activities: | ||
| Net loss | $ (856,820) | $ (697,280) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 5,305 | 5,826 |
| Extinguishment of accounts payable | 26,000 | |
| Amortization of debt discount and debt issuance costs | 39,678 | 79,370 |
| Stock compensation | 264,273 | 167,173 |
| Effect of changes in operating assets and liabilities: | ||
| Accounts receivable | 8,468 | |
| Prepaid expenses and other current assets | (23,413) | 39,046 |
| Other assets | 3,977 | |
| Accounts payable and accrued expenses | 214,440 | 129,893 |
| Net cash used in operating activities | (318,092) | (275,972) |
| Financing Activities: | ||
| Proceeds from series A preferred stock | 255,000 | |
| Proceeds from sale of common stock | 170,000 | 132,480 |
| Proceeds from notes payable - related parties | 82,446 | |
| Net cash provided by financing activities | 425,000 | 214,926 |
| Net change in cash | 106,908 | (61,046) |
| Cash - beginning of period | 16,762 | 103,019 |
| Cash - end of period | 123,670 | 41,973 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest | 3,750 | 3,750 |
| Cash paid for income taxes | ||
| Supplemental disclosure of non-cash investing and financing activities: | ||
| Accrued management fees payable deemed paid as part of International Monetary extension | $ 30,000 | |
Condensed Consolidated Stateme7
| Condensed Consolidated Statement of Stockholders' Equity Deficit (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Subscription [Member] | Accumulated Deficit [Member] | Total |
| Balance at Dec. 31, 2016 | $ 9,465 | $ 17,815,732 | $ (20,020) | $ (21,273,400) | $ (3,468,223) |
| Balance, shares at Dec. 31, 2016 | 94,661,566 | ||||
| Fair value vested options | 87,652 | 87,652 | |||
| Proceeds from sale of common stock | $ 250 | 149,750 | 20,000 | 170,000 | |
| Proceeds from sale of common stock, shares | 2,500,000 | ||||
| Extinguishment of Debt | $ 40 | 55,960 | 56,000 | ||
| Extinguishment of Debt, shares | 400,000 | ||||
| Share based compensation - shares issued for vendor services | $ 133 | 176,488 | $ 176,621 | ||
| Share based compensation - shares issued for vendor services, shares | 1,334,167 | 1,334,167 | |||
| Net loss | (856,820) | $ (856,820) | |||
| Balance at Mar. 31, 2017 | $ 9,888 | $ 18,285,582 | $ (20) | $ (22,130,220) | $ (3,834,770) |
| Balance, shares at Mar. 31, 2017 | 98,895,733 |
Description of Business
| Description of Business | 3 Months Ended |
| Mar. 31, 2017 | |
| 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 16, 2014 (with an effective filing date of October 17, 2014), in connection with the reverse merger transaction described below, bBooth, Inc. changed its name to bBooth (USA), Inc. The operations of CMG and bBooth (USA), Inc. are collectively referred to as “bBoothUSA”. On October 16, 2014, bBoothUSA completed a Share Exchange Agreement with Global System Designs, Inc. (“GSD”) which was accounted for as a reverse merger transaction. In connection with the closing of the Share Exchange Agreement, GSD management was replaced by bBoothUSA management, and GSD changed its name to bBooth, Inc. Effective April 21, 2017, the registrant (referred to as “we,” “our,” or the “Company”) changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada on April 4, 2017 and a Certificate of Correction with the Secretary of State of the State of Nevada on April 17, 2017. The merger became effective on April 21, 2017. Our board of directors approved the merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the merger was not required. On the effective date of the merger, our name was changed to “nFüsz, Inc.” and our Articles of Incorporation, as amended (the “Articles”), were further amended to reflect our new legal name. With the exception of the name change, there were no other changes to our Articles. Nature of Business The Company has developed proprietary interactive video technology which serves as the basis for certain products and services that it licenses under the brand name “Notifi”. Its NotifiCRM, NotifiADS, NotifiLINKS, and NotifiWEB products are cloud-based, SaaS, CRM, sales lead generation, advertising and social engagement software, accessible on mobile and desktop platforms, for sales-based organizations, consumer brands, marketing and advertising agencies, and artists and social influencers seeking greater levels of viewer engagement, and higher sales conversion rates. The Company’s NotifiCRM platform is enterprise scalable and incorporates unique, proprietary, push-to-screen, interactive audio/video messaging and interactive on-screen “virtual salesperson” communications technology. The Company’s NotifiLIVE service is a proprietary broadcast video platform allowing viewers to interact with broadcast video content by clicking on links embedded in people, objects, graphics or sponsors’ signage displayed on the screen. Viewers can experience NotifiLIVE interactive content and capabilities on most devices available in the market today without the need to download special software or proprietary video players. The Company was previously engaged in the manufacture, marketing, and operation of audition booths deployed in shopping malls and other high-traffic venues in the United States and in the production of interactive television content. The audition booths were portable recording studio kiosks, branded and marketed as “bBooth,” in which customers could audition for TV shows such as, American Idol. The kiosks were Internet connected and integrated into a social media, messaging, gaming, music streaming and video sharing app called bBoothGO. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 3 Months Ended |
| Mar. 31, 2017 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. Principles of Consolidation The condensed consolidated financial statements include the accounts of nFusz, Inc. and its wholly owned subsidiary Songstagram, Inc. (“Songstagram”). All intercompany transactions have been eliminated in consolidation. Going Concern We have incurred operating losses since inception and have negative cash flows from operations. We had a stockholders’ deficit of $3,834,770 as of March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2016 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated 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 we 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 accruals for potential liabilities, assumptions used in determining the fair value of share based payments, and realization of deferred tax assets. Amounts could materially change in the future. 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 not 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 March 31, 2017 and December 31, 2016, 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 Company’s Notifi technology and related applications. Research and development costs are expensed as incurred. Total research and development expense for three months ended March 31, 2017 and 2016 was $89,600 and $36,450, 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 March 31, 2017, the Company had a total of 17,530,953 options and 18,455,264 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. As of March 31, 2016, the Company had total of 6,500,694 options and 10,967,879 warrants which were excluded from the computation of net loss per share because they are anti-dilutive. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company’s fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. At March 31, 2017, the carrying amounts for cash, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The principal balance of our notes payable approximates their fair value because the current interest rates and terms offered to the Company for similar debt are substantially the same. Recent Accounting Pronouncements On May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Property and Equipment
| Property and Equipment | 3 Months Ended |
| Mar. 31, 2017 | |
| Property, Plant and Equipment [Abstract] | |
| Property and Equipment | 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31, 2017 and December 31, 2016. March 31, 2017 December 31, 2016 Furniture and fixtures $ 56,890 $ 56,890 Office equipment 50,669 50,669 107,559 107,559 Less: accumulated depreciation (60,798 ) (55,493 ) $ 46,761 $ 52,066 Depreciation expense amounted to $5,305 and $5,826 for three months ended March 31, 2017 and 2016, respectively. |
Notes Payable
| Notes Payable | 3 Months Ended |
| Mar. 31, 2017 | |
| Debt Disclosure [Abstract] | |
| Notes Payable | 4. NOTES PAYABLE The Company has the following notes payable as of March 31, 2017 and December 31, 2016: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2017 Balance at December 31, 2016 Note payable (a) March 21, 2015 March 20, 2018 12 % $ 125,000 $ 125,000 $ 125,000 Note payable (b) December 15, 2016 June 15, 2017 5 % $ 101,300 101,300 101,300 Total notes payable 226,300 125,000 Debt discount (22,407 ) (48,942 Total notes payable, net of debt discount $ 203,893 $ 177,358 (a) March 21, 2015 – The Company entered into an agreement with DelMorgan Group LLC (“DelMorgan”), pursuant to which DelMorgan agreed to act as the Company’s exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan $125,000, which was advanced by a third-party lender in exchange for an unsecured note payable issued by the Company bearing interest at the rate of 12% per annum payable monthly beginning on April 20, 2015. Effective March 20, 2017, the Company entered into an extension agreement (the “Extension Agreement”) with DelMorgan to extend the maturity date of the Note to and including March 20, 2018. All other terms of the Note remain unchanged. (b) On December 15, 2016, the Company entered into an agreement with a buyer, whereby the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, (i) a non-interest bearing Note in the original principal amount of $250,000, (ii) Warrants, and (iii) shares of the Company’s common stock in an amount equal to 30% of the purchase price of the respective tranche divided by the closing price of the Common Stock on the trading day immediately prior to the date of funding of the respective tranche (collectively, the “Inducement Shares”). The “Maturity Date” shall be six months from the date of each payment of Consideration. A one-time interest charge of five percent (5%) (“Interest Rate”) is to be applied on the Issuance Date to the original principal amount. In addition, there is a 10% Original Issue Discount that is to be prorated based on the consideration paid by the Buyer. On December 16, 2016, the Buyer purchased for $80,000 the first tranche of the Note and the respective securities to be issued and the Company sold to it including (i) a three-year warrant to acquire 176,000 shares of the Company’s common stock with an exercise price of $0.25 per share, and (ii) 240,000 shares of the Company’s common stock. Upon issuance of the note, the company accounted for an original issue discount of $21,300, which consisted of (i) the 10% original issue discount of $8,800, and (ii) the fixed interest of 5% which aggregated $12,500 (such rate based on the entire funding due of $250,000). The original issue discount will be accreted to interest expense over the life of the note, resulting in a net amount due the holder of $101,300 at maturity. In addition, the (iii) the fair value of the 240,000 common shares of $21,600 issued to the holder, and (iv) the relative fair value of the warrants of $32,059 was considered as additional valuation discount and will be amortized as interest expense over the life of the note. The aggregate fair value of the original issue discount and the equity securities issued upon inception of the note of $53,659 has been recorded as a valuation discount. The balance of the valuation discount at December 31, 2016 was $48,942. During the three months ended March 31, 2017, $26,535 of this amount was amortized as interest expense, and the remaining unamortized discount was $22,407 as of March 31, 2017. Upon the occurrence of an event of default, the Holder shall have the right, but not the obligation, to convert the Outstanding Balance into shares of the Company’s Common Stock, the “conversion price” shall equal 70% of the average volume weighted average price for the twenty trading days immediately preceding the applicable conversion date. The Company did not account for the conversion feature of the note as it is a contingent event that is payable only upon default of the note. It is the Company’s current intention to pay the note off before maturity with either from the funds raised subsequent to year end, or through an additional amount advanced by the majority shareholder. Total interest expense for notes payable for the three months ended March 31, 2017 and 2016 was $3,750 and $3,750, respectively. |
Notes Payable - Related Parties
| Notes Payable - Related Parties | 3 Months Ended |
| Mar. 31, 2017 | |
| Debt Disclosure [Abstract] | |
| Notes Payable - Related Parties | 5. NOTES PAYABLE – RELATED PARTIES The Company has the following related parties notes payable: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2017 Balance at December 31, 2016 Note 1 Year 2015 April 1, 2017 12.0 % $ 1,203,242 $ 1,198,883 $ 1,198,883 Note 2 December 1, 2015 April 1, 2017 12.0 % 189,000 189,000 189,000 Note 3 December 1, 2015 April 1, 2017 12.0 % 111,901 111,901 111,901 Note 4 August 4, 2016 August 4, 2017 12.0 % 343,326 343,326 343,326 Note 5 August 4, 2016 August 4, 2017 12.0 % 121,875 121,875 121,875 Total notes payable – related parties, net $ 1,964,985 $ 1,964,985 ● On various dates during the year ended December 31, 2015, Rory J. Cutaia, the Company’s 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. Cutaia’s 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. Cutaia’s 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. As of March 31, 2017 and December 31, 2016, the principal amount of the notes payable was $1,198,883. ● 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. Cutaia’s accrued salary for 2015. The note extends the payment terms from on-demand to due in full on April 1, 2017. The outstanding principal and accrued interest may be converted at Mr. Cutaia’s 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 Company’s 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, and is currently past due. ● On April 4, 2016 the Company issued a secured convertible note to the Chief Executive Officer (“CEO”) and a director of the Company, in the amount of $343,325, which represents additional sums of $93,326 that the CEO advanced to the Company during the period from December 2015 through March 2016, and the conversion of $250,000 other pre-existing notes. 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 Company’s 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. ● April 4, 2016 the Company issued an unsecured convertible note payable to the CEO in the amount of $121,875, which represents the amount of the accrued but unpaid salary owed to the CEO for the period from December 2015 through March 2016. In consideration for this agreement to extend the payment date to August 4, 2017, the Company granted to the CEO the right to convert the amount of the such note into shares of the Company’s common stock at $0.07 per share, which approximated the trading price or the Company’s common stock on the date of the agreement. This note bears interest at the rate of 12% per annum, compounded annually. Total interest expense for notes payable to related parties for the three months ended March 31, 2017 and 2016 was $58,142 and $53,944, respectively. |
Convertible Note Payable
| Convertible Note Payable | 3 Months Ended |
| Mar. 31, 2017 | |
| Debt Disclosure [Abstract] | |
| Convertible Note Payable | 6. CONVERTIBLE NOTE PAYABLE The Company entered into a series of unsecured loan agreement with Oceanside Strategies, Inc. (“Oceanside”) a third party-lender, in the aggregate principal amount of $600,000 through December 31, 2015. The loans bear interest at rates ranging from 5% to 12% per annum and were due on demand. On April 3, 2016, the Company issued an unsecured convertible note payable to Oceanside in the amount of $680,268 (this amount includes $600,000 principal amount and $80,268 accrued and unpaid interest). This note superseded and replaced 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 Oceanside’s 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 Company’s 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. Effective December 30, 2016, the Company entered into an extension agreement (the “Extension Agreement”) with Oceanside to extend the maturity date of the Note to and including August 4, 2017. All other terms of the Note remain unchanged. In consideration for Oceanside’s agreement to extend the maturity date to August 4, 2017, the Company issued Oceanside 2,429,530 share purchase warrants, exercisable at $0.08 per share until December 29, 2019. As of March 31, 2017, and December 31, 2016, the principal amount of the note payable was $680,268. |
Convertible Series A Preferred
| Convertible Series A Preferred Stock | 3 Months Ended |
| Mar. 31, 2017 | |
| Equity [Abstract] | |
| Convertible Series A Preferred Stock | 7. CONVERTIBLE SERIES A PREFERRED STOCK Effective February 14, 2017, the Company entered into a Securities Purchase Agreement, (the “Purchase Agreement”), by and between an otherwise unaffiliated, accredited investor (the “Purchaser”) and the Company in connection with our issuance and sale to the Purchaser of shares of Series A Preferred Stock under the terms and conditions as set forth in the Purchase Agreement (the “Sale”). In connection with the Sale, our Board of Directors (our “Board”) authorized and approved a series of preferred stock to be known as “Series A Convertible Preferred Stock”, for which 1,050,000 shares, $0.0001 par value per share, were authorized and a Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, (the “Certificate”), was filed with the Office of the Secretary of State of the State of Nevada (the “State”) to effectuate the authorization. Pursuant to the Purchase Agreement, the purchase of shares of our Series A Preferred Stock may occur in several tranches (each, a “Tranche”; and, collectively, the “Tranches”). The first Tranche of $300,000 ($315,000 in stated value, represented by 315,000 shares of our Series A Preferred Stock) closed simultaneously with the execution of the Purchase Agreement on February 14, 2017 (the “First Closing”), and each additional Tranche shall close at such times and on such financial terms as may be agreed to by the Purchaser and us. The net proceeds to us after offering costs was $255,000. The Series A PS has the following rights and privileges: ● Senior rights in terms preference as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company; ● Accrues dividends at a rate of 5% per annum; ● Mandatorily redeemable at an installment basis starting August 13, 2017 in the amount of $63,000 plus accrued interest. The Company has the option to redeem the Series A shares in cash or in shares of common stock based upon the Company’s 5 day Volume Weighted Average Price (“VWAP”). Pursuant to the terms of the Purchase Agreement, the shares of our Series A Preferred Stock issued in the First Closing are to be redeemed by us in five (5) equal weekly payments (each, a “Redemption Payment”), commencing in approximately 180 days from the First Closing. All but one of the Redemption Payments may be made by us in cash or in shares of our common stock, at our option. The Holder shall have the option to demand payment of one Installment Redemption Payment in shares of Common Stock Redemption Payments made using shares of our common stock will be valued based upon a VWAP formula, tied to the then-current quoted price of shares of our common stock, described with greater particularity in the Purchase Agreement. The Company considered the guidance of ASC 480-10, Distinguishing Liabilities From Equity to determine the appropriate treatment of the Series A shares. Pursuant to ASC 480-10, the Company determined that the Series A shares is an obligation to be settled, at the option of the Company, in cash or in variable number of shares with a fixed monetary value that should be recorded as a liability under ASC 480-10. As a result, the Company determined the fair value of the Series A to be $300,000 upon issuance with the difference of $15,000 from the face amount, and incurred legal fees of $45,000, to be accounted as a debt discount which will be amortized over the term of the redemption period of the Series A shares. As a result of this transaction, the Company recorded a liability of $315,000 and a debt discount of $60,000, upon issuance. As of March 31, 2017, the remaining unamortized discount was $46,857 resulting in a net amount due of $268,143. |
Equity Transactions
| Equity Transactions | 3 Months Ended |
| Mar. 31, 2017 | |
| Equity [Abstract] | |
| Equity Transactions | 8. EQUITY TRANSACTIONS Common Stock Shares Issued to Vendors The Company amended an agreement with a vendor and issued 400,000 shares of common stock as full and final payment to the vendor on accounts payable owed of $30,000. The fair value of the shares was $56,000, a loss on extinguishment of debt totaling $26,000 was recorded as part of the transaction. In addition, the Company extended the term for an additional six months and agreed to issue 700,000 shares of common stock for services to be rendered. The shares vest in equal installments every two months and will be valued based upon its vesting. Shares Issued from Stock Subscription The Company received $20,000 related to the Subscription Receivable that was outstanding as of December 31, 2016. 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, Compensation—Stock Compensation, under the 204 Stock Option Plan (the “Plan”) and accounts for its share-based compensation in accordance with ASC 718. A summary of option activity for the three months ended March 31, 2017 is presented below. Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 10,530,953 $ 0.33 4.03 Granted 7,000,000 0.08 Exercised - - Forfeited or expired - - Outstanding at March 31, 2017 17,530,953 $ 0.25 2.35 $ 169,269 Vested and expected to vest at March 31, 2017 8,103,667 $ 0.37 $ 33,512 Exercisable at March 31, 2017 6,039,286 $ 0.47 $ 20,254 On January 10, 2017, the Company approved and granted 5,000,000 non-qualified stock options to employees and 2,000,000 to a Director with an aggregate fair value of $520,718. Each exercisable into one share of our common stock at a price of $0.08 per share and vest 100% in three years from the grant date. The Company recognized $87,652 in share-based compensation expense for the three months ended March 31, 2017. As of March 31, 2017, total unrecognized stock-based compensation expense was $779,496, which is expected to be recognized as an operating expense through January 2020. The intrinsic value of the stock options outstanding at March 31, 2017 was $169,629. 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 March 31, 2017 2016 Risk-free interest rate 1.05% to 1.93% 1.05% to 1.72% Expected term (years) 2.5 to 5 Years 2.5 to 5 Years Expected volatility 83.64% to 160% 1.05% to 1.72% 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 Company’s common stock and peers; and the expected dividend yield is based upon the Company’s current dividend rate and future expectations. Warrants The Company has the following warrants outstanding as of March 31, 2017 all of which are exercisable: 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 November 30, 2018 9,719,879 $ 0.07 Warrant #5 April 4, 2016 April 4, 2019 2,452,325 $ 0.07 Warrant #6 April 4, 2016 April 4, 2019 2,429,530 $ 0.07 Warrant #7 December 15, 2016 December 14, 2019 176,000 $ 0.25 Warrant #8 December 30, 2016 December 29, 2019 2,429,530 $ 0.08 Outstanding at March 31, 2017 18,455,264 The intrinsic value of the warrants outstanding at March 31, 2017 was $486,643. |
Commitments and Contingencies
| Commitments and Contingencies | 3 Months Ended |
| Mar. 31, 2017 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Litigation We have one pending litigation, filed. on September 19, 2016. The action is captioned as Multicore Technologies, an Indian Corporation, plaintiff, v. Rocky Wright, an individual, bBooth, Inc., a Nevada corporation, and Blabeey, Inc, a Nevada corporation, defendants. The action is pending in the United States District Court for the Central District of California under Case No.: 2:16-cv-7026 DSF (AJWx). The First Amended Complaint was filed on January 27, 2017, alleging breach of Implied-in-fact Contract and Quantum Meruit relating to services Multicore allegedly performed on behalf of bBooth in connection with various web and mobile applications. Multicore is seeking damages of approximately $157,000 plus interest and cost of suit. We filed an Answer denying Multicore’s claims on March 13, 2017. We do not believe plaintiff’s claims of an implied contract or quantum meruit have any basis in fact, nor do we believe they have any other viable claims against us. We intend to vigorously defend the action and have determined not to create a reserve in our financial statements for an unfavorable outcome. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2017 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 10. SUBSEQUENT EVENTS In the month of April, the Company issued 3,675,000 common shares for a net proceed of $260,000. On April 28, 2017, the Company issued 1,000,000 non-qualified stock options with an exercise price of $.239 to a consultant for services to be rendered. The options vest monthly based on consultant achieving quantifiable milestones. Effective May 4, 2017, the Company entered into an extension agreement (the “Extension Agreement”) with Rory J. Cutaia to extend the maturity date of the Secured Note due on April 1, 2017 with a current balance as of March 31, 2017 of $1,198,883 to and including August 1, 2018. In consideration for extending the Note the Company issued Mr. Cutaia 1,755,192 warrants at a price of $.355. The warrants were fully vested on the date of the grant and expire on May 3, 2020. The warrants will be valued using the Black-Scholes pricing model as of the contract date and will be amortized over the life of the agreement. All other terms of the Note remain unchanged. Effective May 4, 2017, the Company entered into an extension agreement (the “Extension Agreement”) with Rory J. Cutaia to extend the maturity date of the $189,000 Unsecured Note due on April 1, 2017 to and including August 1, 2018. All other terms of the Note remain unchanged. Effective May 4, 2017, the Company entered into a three-year employment agreement with their Chief Financial Officer. As part of the employment agreement the Company issued 500,000 restricted shares of common stock with a fair value of $177,500 and 500,000 non-qualified options that vest annually over 3 years with an exercise price of $.355. The Company issued 337,500 shares of common stock to vendors subsequent to March 31, 2017 with a fair value of $63,750 for services rendered. The Company issued 840,000 common shares to vendors for services to be rendered over six months with a fair value of $101,250. The shares vest in equal installments every two months. The shares will be amortized over the vesting period as the services are performed. Subsequent to March 31, 2017, 233,333 shares of common stock that were subject to vesting schedules and previously accounted for were issued. |
Summary of Significant Accoun18
| Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
| Mar. 31, 2017 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. |
| Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of nFusz, Inc. and its wholly owned subsidiary Songstagram, Inc. (“Songstagram”). All intercompany transactions have been eliminated in consolidation. |
| Going Concern | Going Concern We have incurred operating losses since inception and have negative cash flows from operations. We had a stockholders’ deficit of $3,834,770 as of March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2016 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated 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 we 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 accruals for potential liabilities, assumptions used in determining the fair value of share based payments, and realization of deferred tax assets. Amounts could materially change in the future. |
| 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 not 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 March 31, 2017 and December 31, 2016, 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 Company’s Notifi technology and related applications. Research and development costs are expensed as incurred. Total research and development expense for three months ended March 31, 2017 and 2016 was $89,600 and $36,450, 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 March 31, 2017, the Company had a total of 17,530,953 options and 18,455,264 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. As of March 31, 2016, the Company had total of 6,500,694 options and 10,967,879 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 Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company’s fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. At March 31, 2017, the carrying amounts for cash, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The principal balance of our notes payable approximates their 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 On May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Property and Equipment (Tables)
| Property and Equipment (Tables) | 3 Months Ended |
| Mar. 31, 2017 | |
| Property, Plant and Equipment [Abstract] | |
| Schedule of Property and Equipment | Property and equipment consisted of the following as of March 31, 2017 and December 31, 2016. March 31, 2017 December 31, 2016 Furniture and fixtures $ 56,890 $ 56,890 Office equipment 50,669 50,669 107,559 107,559 Less: accumulated depreciation (60,798 ) (55,493 ) $ 46,761 $ 52,066 |
Notes Payable (Tables)
| Notes Payable (Tables) | 3 Months Ended |
| Mar. 31, 2017 | |
| Debt Disclosure [Abstract] | |
| Schedule of Notes Payable | The Company has the following notes payable as of March 31, 2017 and December 31, 2016: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2017 Balance at December 31, 2016 Note payable (a) March 21, 2015 March 20, 2018 12 % $ 125,000 $ 125,000 $ 125,000 Note payable (b) December 15, 2016 June 15, 2017 5 % $ 101,300 101,300 101,300 Total notes payable 226,300 125,000 Debt discount (22,407 ) (48,942 Total notes payable, net of debt discount $ 203,893 $ 177,358 (a) March 21, 2015 – The Company entered into an agreement with DelMorgan Group LLC (“DelMorgan”), pursuant to which DelMorgan agreed to act as the Company’s exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan $125,000, which was advanced by a third-party lender in exchange for an unsecured note payable issued by the Company bearing interest at the rate of 12% per annum payable monthly beginning on April 20, 2015. Effective March 20, 2017, the Company entered into an extension agreement (the “Extension Agreement”) with DelMorgan to extend the maturity date of the Note to and including March 20, 2018. All other terms of the Note remain unchanged. (b) On December 15, 2016, the Company entered into an agreement with a buyer, whereby the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, (i) a non-interest bearing Note in the original principal amount of $250,000, (ii) Warrants, and (iii) shares of the Company’s common stock in an amount equal to 30% of the purchase price of the respective tranche divided by the closing price of the Common Stock on the trading day immediately prior to the date of funding of the respective tranche (collectively, the “Inducement Shares”). The “Maturity Date” shall be six months from the date of each payment of Consideration. A one-time interest charge of five percent (5%) (“Interest Rate”) is to be applied on the Issuance Date to the original principal amount. In addition, there is a 10% Original Issue Discount that is to be prorated based on the consideration paid by the Buyer. |
Notes Payable - Related Parti21
| Notes Payable - Related Parties (Tables) | 3 Months Ended |
| Mar. 31, 2017 | |
| 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 March 31, 2017 Balance at December 31, 2016 Note 1 Year 2015 April 1, 2017 12.0 % $ 1,203,242 $ 1,198,883 $ 1,198,883 Note 2 December 1, 2015 April 1, 2017 12.0 % 189,000 189,000 189,000 Note 3 December 1, 2015 April 1, 2017 12.0 % 111,901 111,901 111,901 Note 4 August 4, 2016 August 4, 2017 12.0 % 343,326 343,326 343,326 Note 5 August 4, 2016 August 4, 2017 12.0 % 121,875 121,875 121,875 Total notes payable – related parties, net $ 1,964,985 $ 1,964,985 |
Equity Transactions (Tables)
| Equity Transactions (Tables) | 3 Months Ended |
| Mar. 31, 2017 | |
| Equity [Abstract] | |
| Schedule of Option Activity | A summary of option activity for the three months ended March 31, 2017 is presented below. Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 10,530,953 $ 0.33 4.03 Granted 7,000,000 0.08 Exercised - - Forfeited or expired - - Outstanding at March 31, 2017 17,530,953 $ 0.25 2.35 $ 169,269 Vested and expected to vest at March 31, 2017 8,103,667 $ 0.37 $ 33,512 Exercisable at March 31, 2017 6,039,286 $ 0.47 $ 20,254 |
| 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 March 31, 2017 2016 Risk-free interest rate 1.05% to 1.93% 1.05% to 1.72% Expected term (years) 2.5 to 5 Years 2.5 to 5 Years Expected volatility 83.64% to 160% 1.05% to 1.72% Expected dividend yield - - |
| Schedule of Warrants Outstanding | The Company has the following warrants outstanding as of March 31, 2017 all of which are exercisable: 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 November 30, 2018 9,719,879 $ 0.07 Warrant #5 April 4, 2016 April 4, 2019 2,452,325 $ 0.07 Warrant #6 April 4, 2016 April 4, 2019 2,429,530 $ 0.07 Warrant #7 December 15, 2016 December 14, 2019 176,000 $ 0.25 Warrant #8 December 30, 2016 December 29, 2019 2,429,530 $ 0.08 Outstanding at March 31, 2017 18,455,264 |
Summary of Significant Accoun23
| Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
| Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
| Stockholders' deficiency | $ 3,834,770 | $ 3,468,223 | |
| Research and development expenses | $ 89,600 | $ 36,450 | |
| Outstanding Options [Member] | |||
| Antidilutive securities | 17,530,953 | 6,500,694 | |
| Outstanding Warrants [Member] | |||
| Antidilutive securities | 18,455,264 | 10,967,879 | |
Property and Equipment (Detail
| Property and Equipment (Detail Narrative) - USD ($) | 3 Months Ended | |
| Mar. 31, 2017 | Mar. 31, 2016 | |
| Property, Plant and Equipment [Abstract] | ||
| Depreciation expense | $ 5,305 | $ 5,826 |
Property and Equipment - Schedu
| Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 107,559 | $ 107,559 |
| Less: accumulated depreciation | (60,798) | (55,493) |
| Property and equipment, net | 46,761 | 52,066 |
| Furniture and Fixtures [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 56,890 | 56,890 |
| Office Equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 50,669 | $ 50,669 |
Notes Payable (Details Narrativ
| Notes Payable (Details Narrative) - USD ($) | Dec. 16, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 15, 2016 |
| Debt Instrument [Line Items] | |||||
| Demand promissory note borrowing | $ 80,000 | ||||
| Warrant term | 3 years | ||||
| Number of warrant purchase shares | 176,000 | 18,455,264 | |||
| Warrant exercise price per share | $ 0.25 | ||||
| Number of shares issued during the period | 240,000 | ||||
| Original issue discount | $ 21,300 | ||||
| Original issue discount, percentage | 10.00% | 10.00% | |||
| Accrued interest | $ 101,300 | ||||
| Number of common shares issued to note holder | 240,000 | ||||
| Fair value of common shares issued | $ 21,600 | ||||
| Fair value of warrants considered as additional valuation discount | 32,059 | ||||
| Fair value of original issue discount and equity securities | 53,659 | $ 48,942 | |||
| Debt discount amortized as interest expense | $ 4,717 | ||||
| Notes payable, discount | $ 0 | 22,407 | $ 48,942 | ||
| Interest expense for notes payable | 39,678 | $ 79,370 | |||
| Notes Payable [Member] | |||||
| Debt Instrument [Line Items] | |||||
| Original issue discount | 250,000 | ||||
| Debt discount amortized as interest expense | $ 26,535 | ||||
| Note 1 [Member] | |||||
| Debt Instrument [Line Items] | |||||
| Original issue discount | $ 8,800 | ||||
| Original issue discount, percentage | 5.00% | ||||
| Note 2 [Member] | |||||
| Debt Instrument [Line Items] | |||||
| Original issue discount | $ 12,500 |
Notes Payable - Schedule of Not
| Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | ||
| Mar. 31, 2017 | Dec. 31, 2016 | ||
| Total notes payable, net of debt discount | $ 226,300 | $ 125,000 | |
| Debt discount | (22,407) | (48,942) | |
| Total note payable | $ 203,893 | 177,358 | |
| Note Payable 1 [Member] | |||
| Note date | [1] | Mar. 21, 2015 | |
| Maturity date | [1] | Mar. 20, 2018 | |
| Interest rate | [1] | 12.00% | |
| Original borrowing | [1] | $ 125,000 | |
| Total notes payable, net of debt discount | [1] | $ 125,000 | 125,000 |
| Note Payable 2 [Member] | |||
| Note date | [2] | Dec. 15, 2016 | |
| Maturity date | [2] | Jun. 15, 2017 | |
| Interest rate | [2] | 50.00% | |
| Original borrowing | [2] | $ 101,300 | |
| Total notes payable, net of debt discount | [2] | $ 101,300 | $ 101,300 |
| [1] | March 21, 2015 - The Company entered into an agreement with DelMorgan Group LLC ("DelMorgan"), pursuant to which DelMorgan agreed to act as the Company's exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan $125,000, which was advanced by a third-party lender in exchange for an unsecured note payable issued by the Company bearing interest at the rate of 12% per annum payable monthly beginning on April 20, 2015. Effective March 20, 2017, the Company entered into an extension agreement (the "Extension Agreement") with DelMorgan to extend the maturity date of the Note to and including March 20, 2018. All other terms of the Note remain unchanged. | ||
| [2] | On December 15, 2016, the Company entered into an agreement with a buyer, whereby the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, (i) a non-interest bearing Note in the original principal amount of $250,000, (ii) Warrants, and (iii) shares of the Company's common stock in an amount equal to 30% of the purchase price of the respective tranche divided by the closing price of the Common Stock on the trading day immediately prior to the date of funding of the respective tranche (collectively, the "Inducement Shares"). The "Maturity Date" shall be six months from the date of each payment of Consideration. A one-time interest charge of five percent (5%) ("Interest Rate") is to be applied on the Issuance Date to the original principal amount. In addition, there is a 10% Original Issue Discount that is to be prorated based on the consideration paid by the Buyer. | ||
Notes Payable - Schedule of N28
| Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 21, 2015 | Dec. 16, 2016 | Dec. 15, 2016 |
| Original issue discount, percentage | 10.00% | 10.00% | |
| DelMorgan Group LLC [Member] | |||
| Payment advanced by related party | $ 125,000 | ||
| Interest rate | 12.00% | ||
| Maturity date | Mar. 20, 2018 | ||
| Buyer [Member] | |||
| Interest rate | 5.00% | ||
| Original principal amount | $ 250,000 | ||
| Original issue discount, percentage | 30.00% |
Notes Payable - Related Parti29
| Notes Payable - Related Parties (Details Narrative) - USD ($) | Dec. 16, 2016 | Apr. 04, 2016 | Apr. 04, 2016 | Dec. 01, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
| Debt conversion amount | $ 21,600 | ||||||||
| Principal amount of notes payable | $ 203,893 | $ 177,358 | |||||||
| Additional borrowing | $ 80,000 | ||||||||
| Number of warrant purchase shares | 176,000 | 18,455,264 | |||||||
| Interest expense for notes payable | $ 39,678 | $ 79,370 | |||||||
| Secured Convertible Note [Member] | |||||||||
| Interest rate | 12.00% | 12.00% | |||||||
| Debt conversion price per share | $ 0.07 | $ 0.07 | |||||||
| Number of warrant purchase shares | 2,452,325 | 2,452,325 | |||||||
| Rory Cutaia [Member] | |||||||||
| Notes payable - related parties, outstanding principal | $ 189,000 | $ 1,203,242 | |||||||
| Interest rate | 12.00% | 12.00% | |||||||
| Debt conversion price per share | $ 0.07 | ||||||||
| Rory Cutaia [Member] | Secured Convertible Note Agreement [Member] | |||||||||
| Notes payable - related parties, outstanding principal | $ 1,248,883 | ||||||||
| Interest rate | 12.00% | ||||||||
| Maturity date | Apr. 1, 2017 | ||||||||
| Debt conversion amount | $ 374,665 | ||||||||
| Debt conversion price per share | $ 0.07 | ||||||||
| Principal amount of notes payable | 1,198,883 | $ 1,198,883 | |||||||
| Mr. Cutaia [Member] | |||||||||
| Interest expense for notes payable | $ 58,142 | $ 53,944 | |||||||
| Mr. Cutaia [Member] | Unsecured Note Agreement [Member] | |||||||||
| Maturity date | Apr. 1, 2017 | ||||||||
| Michael Psomas [Member] | Unsecured Note Agreement [Member] | |||||||||
| Interest rate | 12.00% | ||||||||
| Maturity date | Apr. 1, 2017 | ||||||||
| Unpaid fees earned | $ 111,901 | ||||||||
| Chief Executive Officer and Director [Member] | Secured Convertible Note [Member] | |||||||||
| Debt conversion amount | $ 250,000 | ||||||||
| Secured convertible note issued | $ 343,325 | ||||||||
| Additional borrowing | $ 93,326 | ||||||||
| Debt conversion percentage of amount | 30.00% | ||||||||
| Chief Executive Officer and Director [Member] | Unsecured Convertible Note Payable [Member] | |||||||||
| Interest rate | 12.00% | 12.00% | |||||||
| Debt conversion price per share | $ 0.07 | $ 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 |
Notes Payable - Related Parti30
| Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($) | 3 Months Ended | |
| Mar. 31, 2017 | Dec. 31, 2016 | |
| Notes payable - related parties, net | $ 268,143 | |
| Mr. Cutaia [Member] | ||
| Notes payable - related parties, net | $ 1,964,985 | 1,964,985 |
| 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, net | $ 1,198,883 | 1,198,883 |
| Note 2 [Member] | ||
| Issuance Date | Dec. 1, 2015 | |
| Maturity Date | Apr. 1, 2017 | |
| Interest Rate | 12.00% | |
| Original Borrowing | $ 189,000 | |
| Notes payable - related parties, net | $ 189,000 | 189,000 |
| Note 3 [Member] | ||
| Issuance Date | Dec. 1, 2015 | |
| Maturity Date | Apr. 1, 2017 | |
| Interest Rate | 12.00% | |
| Original Borrowing | $ 111,901 | |
| Notes payable - related parties, net | $ 111,901 | 111,901 |
| Note 4 [Member] | ||
| Issuance Date | Aug. 4, 2016 | |
| Maturity Date | Aug. 4, 2017 | |
| Interest Rate | 12.00% | |
| Original Borrowing | $ 343,326 | |
| Notes payable - related parties, net | $ 343,326 | 343,326 |
| Note 5 [Member] | ||
| Issuance Date | Aug. 4, 2016 | |
| Maturity Date | Aug. 4, 2017 | |
| Interest Rate | 12.00% | |
| Original Borrowing | $ 121,875 | |
| Notes payable - related parties, net | $ 121,875 | $ 121,875 |
Convertible Notes Payable (Deta
| Convertible Notes Payable (Details Narrative) - USD ($) | Apr. 03, 2016 | Apr. 03, 2016 | Mar. 31, 2017 | Dec. 30, 2016 | Dec. 16, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
| Number of warrant purchase shares | 18,455,264 | 176,000 | |||||
| Warrant exercise price per share | $ 0.25 | ||||||
| Convertible Note Payable [Member] | |||||||
| Debt instrument, face amount | $ 680,268 | $ 600,000 | |||||
| Oceanside Strategies, Inc [Member] | Unsecured Loan Note Agreement [Member] | |||||||
| Outstanding balance of debt | $ 600,000 | $ 600,000 | $ 600,000 | ||||
| Interest rate | 12.00% | 12.00% | |||||
| Debt instrument, periodic payment | $ 680,268 | ||||||
| Accrued and unpaid interest | $ 80,268 | $ 80,268 | |||||
| Maturity date | Dec. 4, 2016 | ||||||
| Number of common stock price per share | $ 0.07 | $ 0.07 | |||||
| Number of warrant purchase shares | 2,429,530 | 2,429,530 | |||||
| Warrants expiration date | Apr. 4, 2019 | ||||||
| Warrant exercise price per share | $ 0.07 | $ 0.07 | |||||
| Oceanside Strategies, Inc [Member] | Unsecured Loan Note Agreement [Member] | Minimum [Member] | |||||||
| Interest rate | 5.00% | ||||||
| Oceanside Strategies, Inc [Member] | Unsecured Loan Note Agreement [Member] | Maximum [Member] | |||||||
| Interest rate | 12.00% | ||||||
| Debt conversion percentage of amount | 30.00% | ||||||
| Warrants expiration date | Dec. 29, 2019 | ||||||
| Oceanside Strategies, Inc [Member] | Extension Agreement [Member] | |||||||
| Number of warrant purchase shares | 2,429,530 | ||||||
| Warrant exercise price per share | $ 0.08 |
Convertible Series A Preferre32
| Convertible Series A Preferred Stock (Details Narrative) - USD ($) | Feb. 14, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
| Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
| Net proceeds from sale of preferred stock after offering costs | $ 255,000 | |||
| Preferred stock fair value | ||||
| Debt discount | (22,407) | $ (48,942) | ||
| Securities Purchase Agreement [Member] | Accredited Investor [Member] | ||||
| Debt discount | 46,857 | |||
| Debt amount due | $ 268,143 | |||
| Securities Purchase Agreement [Member] | Accredited Investor [Member] | Series A Convertible Preferred Stock [Member] | ||||
| Preferred stock, shares authorized | 1,050,000 | |||
| Preferred stock, par value | $ 0.0001 | |||
| Number of shares sold | 315,000 | |||
| Number of shares sold, value | $ 300,000 | |||
| Net proceeds from sale of preferred stock after offering costs | $ 255,000 | |||
| Preferred stock accrued dividend rate | 5.00% | |||
| Preferred stock redemption description | Mandatorily redeemable at an installment basis starting August 13, 2017 in the amount of $63,000 plus accrued interest. | |||
| Preferred stock redemption amount | $ 63,000 | |||
| Preferred stock fair value | 300,000 | |||
| Preferred stock difference from the face amount | 15 | |||
| Legal fees | 45,000 | |||
| Liabilities | 315,000 | |||
| Debt discount | $ 60,000 |
Equity Transactions (Details Na
| Equity Transactions (Details Narrative) - USD ($) | Jan. 10, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
| Share based compensation - shares issued for vendor services | $ 176,621 | |||
| Share based compensation - shares issued for vendor services, shares | 1,334,167 | |||
| Fair value of shares issued | ||||
| Loss on extinguishment of debt | $ (26,000) | |||
| Subscription receivable | $ 20,000 | |||
| Number of non-qualified stock options granted | 7,000,000 | |||
| Aggregate fair value of options granted | $ 520,718 | |||
| Exercise price of common stock granted | $ 0.08 | $ 0.08 | ||
| Percentage of options vested from the date of grant | 100.00% | |||
| Share based compensation, recognized | $ 87,652 | $ 264,273 | $ 167,173 | |
| Unrecognized stock-based compensation expense | $ 779,496 | 369,730 | ||
| Intrinsic value of the stock options outstanding | $ 169,629 | |||
| intrinsic value of the warrants outstanding | $ 486,643 | |||
| Vendor [Member] | Accounts Payable [Member] | ||||
| Share based compensation - shares issued for vendor services | $ 400,000 | |||
| Share based compensation - shares issued for vendor services, shares | 30,000 | |||
| Fair value of shares issued | $ 56,000 | |||
| Number of restricted common stock shares issued during the period | 700,000 | |||
| Investors [Member] | ||||
| Number of common shares issued | 2,500,000 | |||
| Number of common stock shares issued, value | $ 150,000 | |||
| Employees [Member] | ||||
| Number of non-qualified stock options granted | 5,000,000 | |||
| Director [Member] | ||||
| Number of non-qualified stock options granted | 2,000,000 |
Equity Transactions - Schedule
| Equity Transactions - Schedule of Option Activity (Details) - USD ($) | Jan. 10, 2017 | Mar. 31, 2017 |
| Equity [Abstract] | ||
| Number of options options outstanding beginning balance | 10,530,953 | |
| Number of options granted | 7,000,000 | |
| Number of options exercised | ||
| Number of options forfeited or expired | ||
| Number of options options outstanding ending balance | 17,530,953 | |
| Number of options vested and expected to vest | 8,103,667 | |
| Number of options exercisable | 6,039,286 | |
| Weighted average exercise price outstanding beginning balance | $ 0.33 | |
| Weighted average exercise price granted | $ 0.08 | 0.08 |
| Weighted average exercise price exercised | ||
| Weighted average exercise price forfeited or expired | ||
| Weighted average exercise price outstanding ending balance | 0.25 | |
| Weighted average exercise price vested and expected to vest | 0.37 | |
| Weighted average exercise price exercisable | $ 0.47 | |
| Weighted average remaining contractual term outstanding | 4 years 11 days | |
| Weighted average remaining contractual term outstanding | 2 years 4 months 6 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 | 169,629 | |
| Aggregate intrinsic value vested and expected to vest | 33,512 | |
| Aggregate intrinsic value exercisable | $ 20,254 |
Equity Transaction - Schedule o
| Equity Transaction - Schedule of Fair Value Assumptions Using Black-Scholes Method (Details) | 3 Months Ended | |
| Mar. 31, 2017 | Mar. 31, 2016 | |
| Expected dividend yield | ||
| Minimum [Member] | ||
| Risk-free interest rate | 1.05% | 1.05% |
| Expected term (years) | 2 years 6 months | 2 years 6 months |
| Expected volatility | 83.64% | 1.05% |
| Maximum [Member] | ||
| Risk-free interest rate | 1.93% | 1.72% |
| Expected term (years) | 5 years | 5 years |
| Expected volatility | 160.00% | 1.72% |
Equity Transactions - Schedul36
| Equity Transactions - Schedule of Warrants (Details) - $ / shares | 3 Months Ended | |
| Mar. 31, 2017 | Dec. 16, 2016 | |
| Warrant Shares | 18,455,264 | 176,000 |
| Exercise Price | $ 0.25 | |
| Warrants #1 [Member] | ||
| Issuance Date | Nov. 12, 2014 | |
| Expiration Date | Nov. 12, 2019 | |
| Warrant Shares | 600,000 | |
| Exercise Price | $ 0.50 | |
| Warrants #2 [Member] | ||
| Issuance Date | Mar. 21, 2015 | |
| Expiration Date | Mar. 20, 2018 | |
| Warrant Shares | 48,000 | |
| Exercise Price | $ 0.10 | |
| Warrants #3 [Member] | ||
| Issuance Date | Oct. 30, 2015 | |
| Expiration Date | Oct. 30, 2020 | |
| Warrant Shares | 600,000 | |
| Exercise Price | $ 0.50 | |
| Warrants #4 [Member] | ||
| Issuance Date | Dec. 1, 2015 | |
| Expiration Date | Nov. 30, 2018 | |
| Warrant Shares | 9,719,879 | |
| Exercise Price | $ 0.07 | |
| Warrants #5 [Member] | ||
| Issuance Date | Apr. 4, 2016 | |
| Expiration Date | Apr. 4, 2019 | |
| Warrant Shares | 2,452,325 | |
| Exercise Price | $ 0.07 | |
| Warrants #6 [Member] | ||
| Issuance Date | Apr. 4, 2016 | |
| Expiration Date | Apr. 4, 2019 | |
| Warrant Shares | 2,429,530 | |
| Exercise Price | $ 0.07 | |
| Warrants #7 [Member] | ||
| Issuance Date | Dec. 15, 2016 | |
| Expiration Date | Dec. 14, 2019 | |
| Warrant Shares | 176,000 | |
| Exercise Price | $ 0.25 | |
| Warrants #8 [Member] | ||
| Issuance Date | Dec. 30, 2016 | |
| Expiration Date | Dec. 29, 2019 | |
| Warrant Shares | 2,429,530 | |
| Exercise Price | $ 0.08 |
Commitments and Contingencies (
| Commitments and Contingencies (Details Narrative) | 3 Months Ended |
| Mar. 31, 2017USD ($) | |
| Multicore Technologies [Member] | |
| Litigation settlement, amount | $ 157,000 |
Subsequent Events (Details Narr
| Subsequent Events (Details Narrative) - USD ($) | May 04, 2017 | Apr. 28, 2017 | Dec. 16, 2016 | Apr. 30, 2017 | Mar. 31, 2017 |
| Shares issued during period, value | $ 170,000 | ||||
| Number of shares issued during the period | 240,000 | ||||
| Warrant exercise price | $ 0.25 | ||||
| Number of stock options issued during period | 7,000,000 | ||||
| Subsequent Event [Member] | |||||
| Shares issued during period, value | $ 260,000 | ||||
| Number of shares issued during the period | 3,675,000 | ||||
| Number of common stock shares issued for services | 337,500 | ||||
| Number of common stock shares issued for services, value | $ 63,750 | ||||
| Number of common stock subject to vesting issued | 233,333 | ||||
| Subsequent Event [Member] | Employment Agreement [Member] | Non Qualified Stock Options [Member] | |||||
| Number of stock options issued during period | 500,000 | ||||
| Subsequent Event [Member] | Consultant [Member] | |||||
| Number of non-qualified stock options issued | 1,000,000 | ||||
| Stock options exercise price | $ 239 | ||||
| Subsequent Event [Member] | Rory J. Cutaia [Member] | Extension Agreement [Member] | |||||
| Warrant expiration date | May 3, 2020 | ||||
| Secured note maturity date | Apr. 1, 2017 | ||||
| Number of warrants issued for extending note | 1,755,192 | ||||
| Subsequent Event [Member] | Rory J. Cutaia [Member] | Extension Agreement [Member] | Secured Note [Member] | |||||
| Secured note current | $ 1,198,883 | ||||
| Warrant exercise price | $ .355 | ||||
| Subsequent Event [Member] | Rory J. Cutaia [Member] | Extension Agreement [Member] | Unsecured Note [Member] | |||||
| Original principal amount | $ 189,000 | ||||
| Secured note maturity date | Apr. 1, 2017 | ||||
| Subsequent Event [Member] | Chief Financial Officer [Member] | Employment Agreement [Member] | |||||
| Agreement term | 3 years | ||||
| Stock issued during period, shares, restricted stock | 500,000 | ||||
| Fair value of restricted stock issued | $ 177,500 | ||||
| Subsequent Event [Member] | Vendors [Member] | |||||
| Number of common stock shares issued for services | 840,000 | ||||
| Number of common stock shares issued for services, value | $ 101,250 |