Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Indoor Harvest Corp | |
Entity Central Index Key | 1,572,565 | |
Trading Symbol | inqd | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,113,983 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 34,347 | $ 100,906 |
Accounts receivable, net of bad debt allowance of $0 at each period | 59,200 | |
Other receivable | 7,323 | |
Inventory | 2,709 | 7,001 |
Prepaid expenses | 1,697 | |
Total current assets | 44,379 | 168,804 |
Furniture and equipment, net | 165,947 | 193,737 |
Security deposit | 12,600 | 12,600 |
Intangible asset, net | 8,033 | 9,318 |
Other assets | 48,783 | |
Total assets | 230,959 | 433,242 |
Current liabilities: | ||
Accounts payable & accrued expenses | 65,560 | 40,891 |
Convertible note payable, net of debt discount of $50,000 and $0, respectively | 50,000 | |
Note payable, net of discount of $33,345 and $0, respectively | 192,155 | |
Derivative liability | 129,413 | |
Accrued payroll | 7,142 | 6,285 |
Deferred rent | 9,082 | 9,778 |
Billing in excess of costs and estimated earnings | 34,980 | 19,931 |
Total current liabilities | 488,332 | 76,885 |
Long term liabilities: | ||
Note payable | 28,723 | 33,262 |
Total Liabilities | 517,055 | 110,147 |
Stockholders' equity (deficit): | ||
Series A Convertible Preferred stock: $0.01 par value, 5,000,000 shares authorized; 250,000 and 0 shares issued and outstanding, respectively, net of warrant associated discount of $33,328 at September 30, 2016 and December 31, 2015, respectively. | 2,500 | |
Common stock: $0.001 par value, 50,000,000 shares authorized; 13,715,215 and 11,204,571 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 13,715 | 11,204 |
Additional paid-in capital | 3,237,518 | 2,233,663 |
Accumulated Deficit | (3,539,829) | (1,921,772) |
Total Stockholders' equity (deficit) | (286,096) | 323,095 |
Total liabilities and stockholders' equity | $ 230,959 | $ 433,242 |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parentheticals) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Bad debt allowance | $ 0 | $ 0 |
Debt discount on convertible note payable | 50,000 | 0 |
Debt discount on note payable | $ 33,345 | $ 0 |
Series A Convertible Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series A Convertible Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred stock, shares issued | 250,000 | 0 |
Series A Convertible Preferred stock, shares outstanding | 250,000 | 0 |
Net of warrant associated discount | $ 33,328 | $ 33,328 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 13,715,215 | 11,204,571 |
Common stock, shares outstanding | 13,715,215 | 11,204,571 |
STATEMENTS OF OPERATIONS (UNAUD
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 | $ 21,210 | $ 83,376 | ||
Cost of Sales | 11,278 | 55,199 | ||
Gross Income | 9,932 | 28,177 | ||
Operating Expenses | ||||
Depreciation expense | 12,958 | $ 12,484 | 38,221 | $ 33,928 |
Research and development | 6,376 | 5,459 | 15,047 | 17,987 |
Professional fees | 11,355 | 16,559 | 87,277 | 124,531 |
General and administrative expenses | 283,721 | 346,430 | 918,929 | 784,288 |
Total operating expenses | 314,410 | 380,932 | 1,059,474 | 960,734 |
Loss from operations | (304,478) | (380,932) | (1,031,297) | (960,734) |
Other Income (Expense) | ||||
Other Income | 52,324 | 27 | 52,347 | 321 |
Interest expense | (3,674) | (682) | (7,862) | (990) |
Derivative expense | (66,980) | (66,980) | ||
Amortization of debt offering costs | (9,131) | (20,000) | ||
Amortization of debt discount | (234,883) | (331,034) | ||
Loss on debt settlement | (131,944) | (131,944) | ||
Loss on sale of equipment | (36,626) | (36,626) | (10,050) | |
Change in fair value of embedded derivative liability | (44,661) | (44,661) | ||
Total Other Income/ (Expense) | (475,575) | (655) | (586,760) | (10,719) |
Net loss | $ (780,053) | $ (381,587) | $ (1,618,057) | $ (971,453) |
Net loss per common share: | ||||
Net loss per share, basic and diluted (in dollars per share) | $ (0.06) | $ (0.04) | $ (0.14) | $ (0.10) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 12,338,016 | 10,024,410 | 11,980,169 | 9,946,256 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - 9 months ended Sep. 30, 2016 - USD ($) | Preferred Stock, $0.01 Par Value | Common Stock, $0.001 Par Value | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2015 | $ 11,204 | $ 2,233,663 | $ (1,921,772) | $ 323,095 | |
Balance (in shares) at Dec. 31, 2015 | 11,204,571 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of preferred stock with warrants, net of warrant associated discount of $33,238 | $ 2,500 | 122,500 | 125,000 | ||
Issuance of preferred stock with warrants, net of warrant associated discount of $33,238 (in shares) | 250,000 | ||||
Issuance of common stock for cash | $ 100 | 49,900 | 50,000 | ||
Issuance of common stock for cash (in shares) | 100,000 | ||||
Value of common stock issued for services | $ 1,107 | 376,800 | 377,907 | ||
Issuance of common stock for services, net of debt offering costs (in shares) | 1,107,303 | ||||
Issuance of common stock for Convertible debt converted into common stock | $ 1,303 | 102,048 | 103,351 | ||
Issuance of common stock for Convertible debt converted into common stock (in shares) | 1,303,341 | ||||
Beneficial conversion feature | 154,416 | 154,416 | |||
Debt discount related to the warrants attached to note payable | 12,612 | 12,612 | |||
Derivative liability associated with convertible debt | 185,579 | 185,579 | |||
Net loss, for the nine months ended September 30, 2016 | (1,618,057) | (1,618,057) | |||
Balance at Sep. 30, 2016 | $ (30,738) | $ 13,715 | $ 3,237,518 | $ (3,539,829) | $ (286,096) |
Balance (in shares) at Sep. 30, 2016 | 250,000 | 13,715,215 |
STATEMENTS OF SHAREHOLDERS' EQ6
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (Parentheticals) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Series A Convertible Preferred stock, par value (in dollars per share) | $ 0.01 |
Common stock, par value (in dollars per share) | $ 0.001 |
Net of warrant associated discount of preferred stock | $ | $ 33,238 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,618,057) | $ (971,453) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 38,221 | 33,928 |
Loss on the sale other assets | 36,626 | 10,050 |
Loss on debt modification | 131,944 | |
Amortization of original issue discount | 22,500 | |
Amortization of debt discount | 331,034 | |
Amortization of debt offering costs | 20,000 | |
Derivative expense | 66,980 | |
Stock issued for services - related party | 183,693 | 273,344 |
Change in fair value of derivative liability | 44,661 | |
Stock issued for services | 194,215 | 115,471 |
Change in operating liability: | ||
(Increase)/Decrease in deferred rent | (696) | 564 |
Decrease in accounts receivable | 59,200 | |
Increase in other receivable | (7,323) | |
(Increase)/Decrease in inventory | 4,292 | (4,589) |
(Increase)/Decrease in prepaid expense | 1,697 | (9,315) |
Increase in accounts payable and accrued expenses | 24,669 | 11,750 |
Accrued compensation - officers | 4,327 | |
Increase in costs and estimated earnings in excess of billings | 15,049 | |
Decrease in accrued compensation | (3,470) | (263) |
Net cash used in operating activities | (472,939) | (541,313) |
Cash flows from investing activities: | ||
Proceeds from sale of equipment | 10,000 | 10,050 |
Purchase of equipment & software | (6,988) | (71,007) |
Net cash used in investing activities | 3,012 | (60,957) |
Cash flows from financing activities: | ||
Proceeds from note payable | 34,699 | |
Repayments of note payable | (4,539) | |
Proceeds from convertible note payable, less offerings costs and OID costs paid | 230,000 | |
Repayment of convertible note | (201,093) | |
Proceeds from demand note payable, less OID costs paid | 204,000 | |
Collection of stock subscription receivable | 10,000 | |
Issuance of preferred stock for cash | 125,000 | |
Issuance of common stock for cash | 50,000 | 268,000 |
Net cash provided by financing activities | 403,368 | 312,699 |
Increase cash and cash equivalents | (66,559) | (289,571) |
Cash and cash equivalents at beginning of period | 100,906 | 411,669 |
Cash and cash equivalents at end of period | 34,347 | 122,098 |
Supplementary disclosure of non-cash financing activity: | ||
Sale of stock for subscriptions receivable | ||
Cash paid during the period for: | ||
Interest | 2,405 | |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Beneficial conversion feature | 154,416 | |
Shares issued for debt issuance costs | 143,500 | |
Shares issued on conversion of convertible debt | 103,351 | |
Reclass of promissory note to convertible note | $ 203,351 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Indoor Harvest Corp., or the "Company," is a Texas corporation formed on November 23, 2011. Indoor Harvest Corp., through its brand name Indoor Harvest™, is a company specializing in equipment design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture ("CEA") and Building Integrated Agriculture ("BIA"). Indoor Harvest Corp is a Design-Build contractor for the vertical farming and indoor farming industry. The Company's principal lines of business are engineering, procurement and construction services as well as manufacturing a variety of indoor farming fixtures and equipment. The Company provides its products and services worldwide for controlled environment and building integrated agricultural operators. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2015 Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("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 reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to the estimate of percentage of complete on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Accounts Receivable and Work in progress Work in process consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at September 30, 2016 and December 31, 2015. The Company records revenue recognition based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset in the balance sheet as costs and estimated earnings in excess of billings. Unearning billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process. Loss per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. The Company has the following common stock equivalents for the nine months ended September 30, 2016 and 2015, respectively: September 30, September 30, Convertible Debt (Exercise price - $0.07/share) 1,307,190 - Series A Convertible Preferred Shares (Exercise price - $0.08/share) 3,267,974 - Total 4,575,163 - Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following is the major category of liabilities measured at fair value on a recurring basis as of September 30, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Description September 30, December 31, Derivative liabilities (Level 2) $ 129,413 - Reclassifications Certain expense items have been reclassified in the statement of operations for the three and nine months ended September 30, 2015, to conform to the reporting format adopted for the three and nine month ended September 30, 2016. Recent Accounting Pronouncements We do not believe any other recent pronouncements will have any impact on our presentation of financial position or results of operations. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2016 and December 31, 2015, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2016, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 5 and Note 6). Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN As reflected in the accompanying unaudited financial statements, the Company had a net loss of $1,618,057, net cash used in operations of $472,939 and has an accumulated deficit of $3,539,829, for the nine months ended September 30, 2016. 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 on Management's plans which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity financings. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business. The business plan of the Company is to engage in the design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture ("CEA") and Building Integrated Agriculture ("BIA"). During the next twelve months, the Company's strategy is to: complete ongoing product development; commence product marketing, product assembly and sales; construct a demonstration CEA and BIA farm; and offer design-build services. The Company's long-term strategy is to direct sale, license and franchise their patented technologies and methods. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 3 - CONCENTRATIONS At September 30, 2016 and December 31, 2015, the Company had a concentration of accounts receivable of: Customer September 30, 2016 December 31, 2015 - - % For the three months ended September 30, 2016 and September 30, 2015, the Company had a concentration of sales of: Customer September 30, 2016 December 31, 2015 University of Arizona CEAC 24 % 0 % ER Michigan 76 % 0 % For the nine months ended September 30, 2016 and September 30, 2015, the Company had a concentration of sales of: Customer September 30, 2016 September 30, 2015 University of Arizona CEAC 22 % 0 % GSS Colorado 6 % 0 % ER Michigan 34 % 0 % PH Research Platform 5 % 0 % UB Poland 33 % 0 % |
WORK IN PROCESS
WORK IN PROCESS | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
WORK IN PROCESS | NOTE 4 - WORK IN PROCESS Work in progress as of September 30, 2016 and December 31, 2015 consists of the following: Description September 30, December 31, Costs incurred on uncompleted contracts $ - $ 92,379 Estimated earnings - - - Less billings to date 34,980 112,310 Total $ 34,980 $ 19,931 Reflected in the balance sheet as: Costs and estimated earnings in excess of billings on contracts in process $ - $ - Billings in excess of costs and estimated earnings on contracts in process 34,980 19,931 Total $ 34,980 $ 19,931 |
DEBT AND CONVERTIBLE LOAN PAYAB
DEBT AND CONVERTIBLE LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2016 | |
Debt And Convertible Loan Payable [Abstract] | |
DEBT AND CONVERTIBLE LOAN PAYABLE | NOTE 5 - DEBT AND CONVERTIBLE LOAN PAYABLE Convertible Note Payable On March 22, 2016 the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, and Rockwell Capital Partners Inc, relating to the issuance and sale of notes of $272,500 in aggregate principal amount including $250,000 actual payment of purchase price plus a 9% original issue discount, and an aggregate total of 50,000 shares of common stock valued at $23,500 ($0.47/share). The notes carry an interest on the unpaid principal amount at the rate of 3% per annum. Any Principal Amount or Interest which is not paid when due shall bear interest at the rate of 15% per annum from the due date until the same is paid. The notes mature on September 22, 2016 and may be prepaid in whole or in part except otherwise explicitly set forth in the Note. If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 125% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any. The notes convert into shares of Common Stock at a price equal to $0.30; provided, however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price or (ii) 45% multiplied by the lowest sales price of the Common Stock in a public market during the ten (10) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a Notice of Conversion (as defined in the Note). For the nine months ended September 30, 2016, the Company received $272,500 proceeds less the $20,000 in debt issue costs and $22,501 in original issuance discount fee pursuant to the terms of this convertible note. For convertible debt, the convertible feature indicated a rate of conversion that was not below market value after debt discounts. As a result, the Company will record a BCF and related debt discount. On September 22, 2016 the Company identified the embedded derivatives related to the FirstFire Global Opportunities note. Due to the default provisions, the principal was increased by 125% and interest to 15% per annum. During the nine months ended September 30, 2016, the Company converted debt and accrued interest, totaling $103,351 into 1,303,341 shares of common stock. The remaining outstanding principal balance as of September 30, 2016 is $100,000. On September 22, 2016 the Company entered into a default provision with Rockwell Capital Partners, Inc. Due to the default provisions, the principal was increased by 125% and interest to 15% per annum. During the nine months ended September 30, 2016, the Company repaid debt and accrued interest, totaling $203,441. As of September 30, 2016, the loan is fully repaid. On September 26, 2016 the Company entered into a promissory note with Chuck Rifici Holdings, Inc., relating to the issuance of $225,500 in aggregate principal amount including $204,000 actual payment of purchase price plus a 10% original issue discount. In conjunction with the issuance of the Note, the Company also issued one year warrants to purchase 250,000 shares of common stock at an exercise price of $0.30 per share, the warrants were fair valued at $12,612 based upon the fair value of the proceeds received and allocated as debt discount to the total proceeds. During the nine months ended the Company amortized $767 of debt discount related to the warrants (See Note 8). The note bears an interest on the unpaid principal amount at the rate of 8% per annum. The note mature on March 23, 2017 and may be prepaid in whole or in part at any time prior to the due date. If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 115% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any. In the event of the default the note is convertible into shares of Common Stock. The conversion price equals to 65% multiplied by the lowest sales price of the common stock during the ten consecutive trading days period immediately preceding the trading day that the Company receives a notice of conversion. For the nine months ended September 30, 2016, the Company accrued $2,816 in accrued interest related to outstanding the notes. Debt Discount and Original Issuance Costs During the nine months September 30, 2016 and 2015, the Company recorded debt discounts and original issuance costs totaling $380,267 and $0, respectively. The debt discounts recorded in 2016 and 2015, pertain to beneficial conversion feature on the convertible notes. The notes are required to be bifurcated and reported at fair value on the date of grant. The Company amortized $331,034 and $0 to interest expense in the nine months ended September 30, 2016 and 2015 as follows: Nine Months September 30, Year December 31, Debt discount - December 31, 2015 $ - - Additional debt discount - Nine months ended September 30, 2016 380,267 - Amortization of debt discount - Nine months ended September 30, 2016 (330,267 ) - Debt discount September 30, 2016 $ 50,000 - Debt Issuance Costs During the nine months ended September 30, 2016, the Company paid debt issue costs totaling $20,000. During the nine months ended September 30, 2016 and 2015, the Company amortized $20,000 and $0 of debt issue costs, respectively. The following is a summary of the Company's debt issue costs: Three Months Three Months September 30, September 30, Debt Issue Costs $ - - Additional debt issue costs - Nine months ended September 30, 2016 20,000 - Amortization of debt issue costs - Nine months ended September 30, 2016 (20,000 ) - Debt issue costs - net $ - - |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities by September 30, 2016: Derivative liabilities - December 31, 2015 $ 0 Add fair value at the commitment date for convertible notes issued during the current year 270,331 Less derivatives due to conversion (185,579 ) Fair value mark to market adjustment for derivatives 44,661 Derivative liabilities - September 30, 2016 129,413 The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded derivative interest expenses for the year ended September 30, 2016 of $66,980. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the current quarter: Assumption Commitment Remeasurement Expected dividends: 0 % 0 % Expected volatility: 210 % 219%-20 % Expected term (years): 0.08 0.063-0.073 years Risk free interest rate: 0.09 % 0.12%-0.20 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS On May 9, 2016, the Company entered into a Director Agreement with Pawel Hardej. The Company will reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. The Company shall award to the Director 166,560 shares of common stock over a two year period as directed in the Director Agreement. As of September 30, 2016, the Company issued 20,820 shares of common stock having a fair value of $13,512 ($0.65/share) based upon the most recent trading price per share of the Company's common stock (See Note 8). On April 8, 2016 the Company entered into an employment agreement with John Zimmerman, the executive to serve as a Vice President of Business Development. The term of the agreement will continue until April 8, 2017, unless the employment is sooner terminated by the Board of Directors. As compensation for services, the employee will receive 100,000 shares of common stock and a percentage of closed projects as follows: · 5% on Purchase Orders (facilities and production finishing hardware) minus taxes, fees and shipping for sole sourced projects that lead to a signed Design Build Agreement. · 5% of Facilities portion of Purchase Order only on signed Design Build agreements brought in from Authorized Dealers. · Discretionary % split agreed to by Executive on a case-by-case basis for supporting services he chooses to bring into closing an agreement. · Compensation payments dispersed at the same % rate as the contractually agreed client payments schedule is received from the client/finance group (ie: 5% down, 50% at Purchase Order, 45% at shipping etc..) On April 8, 2016, we issued 100,000 shares of Common Stock related to an Executive Employment Agreement with John Zimmerman. The Company recorded fair value of $54,500 ($0.545/share) based upon the most recent trading price per share of the Company's stock (See Note 7). On March 1, 2015, the Company entered into a Director Agreement with William Jamieson. The Company will reimburse the Director for reasonable travel and other incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company. The Company shall award to the Director 166,560 shares of common stock pursuant to the Company's 2015 Stock Incentive over a two year period as directed in the Director Agreement. As of September 30, 2016, the Company issued 83,280 shares of common stock having a fair value of $36,435 ($0.30 - $0.5/share) based upon the most recent trading price per share of the Company's common stock (See Note 7). On May 9, 2016, Mr. William Jamieson resigned as a Director in the Company. Mr. Jamieson's resignation was not the result of any disagreement with us on any matter relating to our operations, policies (including accounting or financial policies) or practices. A majority of the Board of Directors decided to restructure the Board of Directors to better reflect the Company's current business direction and Mr. Jamieson voluntarily agreed to resign as part of that restructuring effort. Mr. Jamieson was issued 83,280 shares of common stock as part of an agreement with the Company and the Company recorded a fair value of $54,049($0.649/share) based upon the most recent trading price per share of the Company's comment stock (See Note 7) . On August 14, 2015, the Company entered into an employment agreement with John Choo, the executive to serve as a Company President. The term of the agreement will continue until August 14, 2016, unless the employment is sooner terminated by the Board of Directors. The Company is currently in process extending the agreement. As compensation for services, the employee will receive annual compensation of $60,000. In addition, the employee will receive 355,060 shares of common stock. In addition, the Company shall award to the Director 166,560 shares of common stock pursuant to the Company's 2015 Stock Incentive over a two year period as directed in the Director Agreement. As of September 30, 2016, the Company issued 355,060 shares in common stock having a fair value of $164,393 ($0.46/share) and 104,100 shares of common stock having a fair value of $48,723 ($0.30 - $0.59/share) based upon the most recent trading price per share of the Company's common stock (See Note 8). In May 2015, the Company issued 50,000 shares of Common stock to Chad Sykes, our CEO having a fair value of $25,500 ($0.51/share) based upon the most recent trading price per share of the Company's common stock (See Note 8). In November 17, 2015 the Company issued 125,000 shares of Common stock to the Company's legal counsel as part of legal fees having a fair value of $56,250 ($0.45/share) based upon the most recent trading price per share of the Company's common stock (See Note 8). |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 - SHAREHOLDERS' EQUITY Convertible Series A Preferred Stock On August 3, 2015, the Company's Board of Directors signed a written action that included the following: · The Board of Directors have approved the creation of 5,000,000 shares of Series A Convertible Preferred Stock and to take the required steps to amend the Corporations articles of incorporation and any other such SEC filings, or Company records as needed · The Board of Directors have approved a Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock. · The stated value of each issued share of Series A Convertible Preferred Stock is $0.50. During the third quarter, the company initiated a subscription agreement to offer to accredited investors for up to 1,000,000 units of security. Each unit consists one share of Series A convertible Preferred Stock and one Series A warrant. The price per unit is $0.5 for maximum aggregate 1,000,000 units and maximum aggregate proceeds of $500,000. The state value of each preferred stock is $0.50 and there is no dividends on the preferred stock. Each warrant excise price is $0.50 per share and shall be exercisable for a period of one year. From August 15 to August 29, 2016, the company subscribed 250,000 units to three investors for total proceeds of $125,000. Based on fair value of issued 250,000 warrants, $33,238 proceeds allocated as discount to the total $125,000 preferred stock. The fair value of warrant calculation based upon the following management assumption during the current quarter. Assumption Issue Date Expected dividends: 0 % Expected volatility: 153%-156 % Expected term (years): 1.00 Risk free interest rate: 0.56%-0.62 % Common Stock On January 17, 2016, the Company issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman, of common stock with a fair value of $9,369 ($0.45/share) based upon the most recent trading price per share of the Company's stock. On January 19, 2016, we issued 300,000 shares of Common Stock to Kodiak Capital Group, LLC as a commitment fee for a Two Million Dollar Equity Financing Agreement. The Company a fair value of $120,000 ($0.40/share) based upon the most recent trading price per share of the Company's stock. The Company is subject to a Registration Rights Agreement which requires the Company to file a S1 Registration Statement with the SEC by March 31, 2016 and must receive a notice of effectiveness from the SEC prior to executing a Put Notice. The Purchase Price of the security is based on 80% of the Market Price based on the Put Date. Market price is calculated on the lowest daily volume weight average price for any trading day during the valuation period, which is the five days from the Put Notice to the Put Date. On January 22, 2016, we issued 125,000 shares of Common Stock to Emerging Growth, LLC, to provide investor and public relations services. The Company recorded a fair value of $43,750 ($0.35/share) based upon the most recent trading price per share of the Company's stock. On February 29, 2016, we issued 41,640 shares of Common Stock related to a Director Agreement with John Choo and William Jamieson. The Company recorded fair value of $14,574 ($0.35/share) based upon the most recent trading price per share of the Company's stock. On March 14, 2016, we issued 11,330 shares to a consultant for services rendered, of common stock with a fair value of $4,986 ($0.44/share) based upon the most recent trading price per share of the Company's stock. On March 25, 2016, we issued 5,000 shares to a consultant for services rendered, of common stock with a fair value of $1,800 ($0.36/share) based upon the most recent trading price per share of the Company's stock. On March 22, 2016 the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, and Rockwell Capital Partners Inc, relating to the issuance and sale of notes of $272,500 in aggregate principal amount including $250,000 actual payment of purchase price plus a 9% original issue discount, and an aggregate total of 50,000 shares of common stock valued at $23,500 ($0.47/share). On March 23, 2016 the Company issued 100,000 shares of common stock to one U.S. accredited investor at $0.50 per share for cash totaling $50,000. On April 8, 2016, we issued 100,000 shares of Common Stock related to an Executive Employment Agreement with John Zimmerman. The Company recorded fair value of $54,500 ($0.545/share) based upon the most recent trading price per share of the Company's stock. On April 18, 2016, the Company issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman, of common stock with a fair value of $9,369 ($0.45/share) based upon the most recent trading price per share of the Company's stock. On May 9, 2016, the Company issued 83,280 shares of Common Stock related to a resignation of its Director Agreement William Jamieson. The Company recorded fair value of $54,049 ($0.649/share) based upon the most recent trading price per share of the Company's stock (See Note 6). On June 29, 2016 the Company issued 125,000 shares of Common stock to the Company's legal counsel as part of legal fees having a fair value of $68,738 ($0.549/share) based upon the most recent trading price per share of the Company's common stock. On July 11, 2016, we issued 50,403 shares of Common Stock to a consultant for services rendered having a fair value of $25,000 ($0.496044/share) based upon the three day average price prior to the issuance date of the Company's stock. On July 19, 2016, we issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $14,366 ($0.6946/share) based upon the most recent trading price per share of the Company's stock. On August 9, 2016 we issued 20,820 shares of Common Stock related to a Director Agreement with Paul Hardej. The Company recorded fair value of $13,512 ($0.64950/share) based upon the most recent trading price per share of the Company's stock. On August 11, 2016, we issued 48,704 shares of Common Stock to a consultant for services rendered having a fair value of $25,000 ($0.513355/share) based upon the three day average price prior to the issuance date of the Company's stock. On August 31, 2016 we issued 20,820 shares of Common Stock related to a Director Agreement with John Choo. The Company recorded fair value of $12,287 ($0.590246/share) based upon the most recent trading price per share of the Company's stock. September 11, 2016, we issued 62,846 shares of Common Stock to a consultant for services rendered having a fair value of $25,000 ($0.3978/share) based upon the three day average price prior to the issuance date of the Company's stock. During the nine months ended September 30, 2016, the Company converted debt and accrued interest, totaling $103,351 into 1,303,341 shares of common stock Common Stock Warrants On September 26, 2016 the Company entered into a promissory note with Chuck Rifici Holdings, Inc., relating to the issuance of $225,500 in aggregate principal amount including $204,000 actual payment of purchase price plus a 10% original issue discount. In conjunction with the issuance of the Note, the company issued) one year warrants to purchase 250,000 shares of common stock at an exercise price of $0.30 per share (See Note 5). Number of Warrants Weighted Weighted Average Remaining Contractual Balance, December 31, 2015 -- - Granted 500,000 Exercised - Cancelled/Forfeited - Balance, September 30, 2016 500,000 $ 0.40 0.94 For the nine months ended September 30, 2016, the following warrants were outstanding: Exercise Price Warrants Warrants Weighted Average Aggregate $ 0.30-$0.50 500,000 0.94 - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS Subsequent to September 30, 2016, the Company converted debt and accrued interest, totaling $100,000 into 1,278,220 shares of common stock. October 11, 2016, the Company issued 89,928 shares of Common Stock to a consultant for services rendered having a fair value of $19,784 ($0.22/share) based upon the most recent trading price per share of the Company's stock. October 17, 2016, the Company issued 9,800 shares of Common Stock to a consultant for services rendered having a fair value of $2,940 ($0.30/share) based upon the most recent trading price per share of the Company's stock. On October 19, 2016 the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, relating to the issuance and sale of a note of $137,500 in aggregate principal amount including $125,000 actual payment of purchase price, plus a 10% original issue discount. On October 20, 2016, we issued 20,820 shares of Common Stock related to a Director Agreement with John Zimmerman. The Company recorded fair value of $11,035 ($0.53/share) based upon the most recent trading price per share of the Company's stock. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Indoor Harvest Corp., or the "Company," is a Texas corporation formed on November 23, 2011. Indoor Harvest Corp., through its brand name Indoor Harvestâ„¢, is a company specializing in equipment design, development, marketing and direct-selling of commercial grade aeroponics fixtures and supporting systems for use in urban Controlled Environment Agriculture ("CEA") and Building Integrated Agriculture ("BIA"). Indoor Harvest Corp is a Design-Build contractor for the vertical farming and indoor farming industry. The Company's principal lines of business are engineering, procurement and construction services as well as manufacturing a variety of indoor farming fixtures and equipment. The Company provides its products and services worldwide for controlled environment and building integrated agricultural operators. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2015 |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("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 reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to the estimate of percentage of complete on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Accounts Receivable and Work in progress | Accounts Receivable and Work in progress Work in process consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at September 30, 2016 and December 31, 2015. The Company records revenue recognition based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed at milestone completion and are reflected as accounts receivable when billed. Costs and estimated earnings are accumulated on projects in process and compared to amounts billed based on the percentage of completion method of accounting (cost to cost). Costs incurred in excess of amounts billed and related profit recognized are reflected as an asset in the balance sheet as costs and estimated earnings in excess of billings. Unearning billings are reflected in the balance sheet as a liability as billings in excess of costs and estimated earnings on projects in process. |
Loss per Share | Loss per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Indoor Harvest has incurred losses for all periods, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. The Company has the following common stock equivalents for the nine months ended September 30, 2016 and 2015, respectively: September 30, September 30, Convertible Debt (Exercise price - $0.07/share) 1,307,190 - Series A Convertible Preferred Shares (Exercise price - $0.08/share) 3,267,974 - Total 4,575,163 - |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following is the major category of liabilities measured at fair value on a recurring basis as of September 30, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Description September 30, December 31, Derivative liabilities (Level 2) $ 129,413 - |
Reclassification | Reclassifications Certain expense items have been reclassified in the statement of operations for the three and nine months ended September 30, 2015, to conform to the reporting format adopted for the three and nine month ended September 30, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We do not believe any other recent pronouncements will have any impact on our presentation of financial position or results of operations. |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2016 and December 31, 2015, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2016, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 5 and Note 6). |
Beneficial conversion feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of common stock equivalents | September 30, September 30, Convertible Debt (Exercise price - $0.07/share) 1,307,190 - Series A Convertible Preferred Shares (Exercise price - $0.08/share) 3,267,974 - Total 4,575,163 - |
Schedule of major category of liabilities measured at fair value on a recurring basis | Description September 30, December 31, Derivative liabilities (Level 2) $ 129,413 - |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration of accounts receivable and sales | At September 30, 2016 and December 31, 2015, the Company had a concentration of accounts receivable of: Customer September 30, 2016 December 31, 2015 - - % For the three months ended September 30, 2016 and September 30, 2015, the Company had a concentration of sales of: Customer September 30, 2016 December 31, 2015 University of Arizona CEAC 24 % 0 % ER Michigan 76 % 0 % For the nine months ended September 30, 2016 and September 30, 2015, the Company had a concentration of sales of: Customer September 30, 2016 September 30, 2015 University of Arizona CEAC 22 % 0 % GSS Colorado 6 % 0 % ER Michigan 34 % 0 % PH Research Platform 5 % 0 % UB Poland 33 % 0 % |
WORK IN PROCESS (Tables)
WORK IN PROCESS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
Schedule of Work in progress | Description September 30, December 31, Costs incurred on uncompleted contracts $ - $ 92,379 Estimated earnings - - - Less billings to date 34,980 112,310 Total $ 34,980 $ 19,931 Reflected in the balance sheet as: Costs and estimated earnings in excess of billings on contracts in process $ - $ - Billings in excess of costs and estimated earnings on contracts in process 34,980 19,931 Total $ 34,980 $ 19,931 |
DEBT AND CONVERTIBLE LOAN PAY21
DEBT AND CONVERTIBLE LOAN PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt And Convertible Loan Payable [Abstract] | |
Schedule of debt discount and original issuance costs | Nine Months September 30, Year December 31, Debt discount - December 31, 2015 $ - - Additional debt discount - Nine months ended September 30, 2016 380,267 - Amortization of debt discount - Nine months ended September 30, 2016 (330,267 ) - Debt discount September 30, 2016 $ 50,000 - |
Schedule of debt issue costs | Three Months Three Months September 30, September 30, Debt Issue Costs $ - - Additional debt issue costs - Nine months ended September 30, 2016 20,000 - Amortization of debt issue costs - Nine months ended September 30, 2016 (20,000 ) - Debt issue costs - net $ - - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of change in fair value of the derivative liabilities | Derivative liabilities - December 31, 2015 $ 0 Add fair value at the commitment date for convertible notes issued during the current year 270,331 Less derivatives due to conversion (185,579 ) Fair value mark to market adjustment for derivatives 44,661 Derivative liabilities - September 30, 2016 129,413 |
Schedule of derivative liabilities based upon management assumptions | Assumption Commitment Remeasurement Expected dividends: 0 % 0 % Expected volatility: 210 % 219%-20 % Expected term (years): 0.08 0.063-0.073 years Risk free interest rate: 0.09 % 0.12%-0.20 % |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of fair value of warrant calculation | Assumption Issue Date Expected dividends: 0 % Expected volatility: 153%-156 % Expected term (years): 1.00 Risk free interest rate: 0.56%-0.62 % |
Schedule of warrant activity during the year | Number of Warrants Weighted Weighted Average Remaining Contractual Balance, December 31, 2015 -- - Granted 500,000 Exercised - Cancelled/Forfeited - Balance, September 30, 2016 500,000 $ 0.40 0.94 |
Schedule of outstanding warrants | Exercise Price Warrants Warrants Weighted Average Aggregate $ 0.30-$0.50 500,000 0.94 - |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,575,163 | |
Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,307,190 | |
Series A Convertible Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,267,974 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Parentheticals) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Convertible Debt | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from Computation of earnings per share, exercise price (in dollars per share) | $ 0.07 |
Series A Convertible Preferred Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from Computation of earnings per share, exercise price (in dollars per share) | $ 0.08 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 129,413 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Going Concern [Abstract] | |||||
Net loss | $ (780,053) | $ (381,587) | $ (1,618,057) | $ (971,453) | |
Net cash used in operations | (472,939) | $ (541,313) | |||
Accumulated Deficit | $ (3,539,829) | $ (3,539,829) | $ (1,921,772) |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accounts receivable | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | |||||
Sales | University of Arizona CEAC | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | 24.00% | 22.00% | |||
Sales | GSS Colorado | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | 6.00% | ||||
Sales | ER Michigan | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | 76.00% | 34.00% | |||
Sales | PH Research Platform | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | 5.00% | ||||
Sales | UB Poland | |||||
Concentration Risk [Line Items] | |||||
Percentage of concentration | 33.00% |
WORK IN PROCESS (Details)
WORK IN PROCESS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 92,379 | |
Estimated earnings | ||
Less billings to date | 34,980 | 112,310 |
Total | 34,980 | 19,931 |
Reflected In Balance Sheet Abstract | ||
Costs and estimated earnings in excess of billings on contracts in process | ||
Billings in excess of costs and estimated earnings on contracts in process | 34,980 | 19,931 |
Total | $ 34,980 | $ 19,931 |
DEBT AND CONVERTIBLE LOAN PAY30
DEBT AND CONVERTIBLE LOAN PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt And Convertible Loan Payable [Abstract] | ||
Additional debt discount | $ 380,267 | |
Amortization of debt discount | (331,034) | 0 |
Debt discount December 31, 2015 and September 30, 2016 | $ 50,000 | $ 0 |
DEBT AND CONVERTIBLE LOAN PAY31
DEBT AND CONVERTIBLE LOAN PAYABLE (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt And Convertible Loan Payable [Abstract] | |||
Additional debt issue costs | $ 20,000 | ||
Amortization of debt offering costs | $ (9,131) | (20,000) | |
Debt issue costs - net |
DEBT AND CONVERTIBLE LOAN PAY32
DEBT AND CONVERTIBLE LOAN PAYABLE (Detail Textuals) - USD ($) | Aug. 14, 2015 | Sep. 26, 2016 | Sep. 22, 2016 | Jun. 29, 2016 | Mar. 22, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt And Convertible Loan Payable [Line Items] | |||||||||
Proceeds from note payable | $ 34,699 | ||||||||
Common stock issued for services (in shares) | 166,560 | 125,000 | |||||||
Value of common stock issued for services | $ 68,738 | $ 377,907 | |||||||
Shares issued price per share (in dollars per share) | $ 0.549 | ||||||||
Additional debt issue costs | 20,000 | ||||||||
Original issuance discount fee | $ 22,501 | 22,501 | |||||||
Accrued interest | 2,816 | 2,816 | |||||||
Additional debt discount | 380,267 | ||||||||
Amortization of debt discount | (331,034) | $ 0 | |||||||
Amortization of debt offering costs | (9,131) | (20,000) | |||||||
Value of conversion of debt | $ 100,000 | ||||||||
Conversion of debt, shares issued | 1,278,220 | ||||||||
Chuck Rifici Holdings, Inc | |||||||||
Debt And Convertible Loan Payable [Line Items] | |||||||||
Proceeds from note payable | $ 225,500 | ||||||||
Repayments of note payable | $ 204,000 | ||||||||
Original issue discount percentage | 10.00% | ||||||||
Interest rate percentage on unpaid principal amount | 8.00% | ||||||||
Debt default description | If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 115% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any. In the event of the default the note is convertible into shares of Common Stock. The conversion price equals to 65% multiplied by the lowest sales price of the common stock during the ten consecutive trading days period immediately preceding the trading day that the Company receives a notice of conversion. | ||||||||
Additional debt discount | $ (767) | ||||||||
Term of warrants | 1 year | ||||||||
Number of common stock called by warrants | 250,000 | ||||||||
Exercise price of warrant | $ 0.30 | ||||||||
Fair value of warrant | $ 12,612 | ||||||||
Maturity date of debt | Mar. 23, 2017 | ||||||||
Securities purchase agreement | Firstfire Global Opportunities Fund, LLC, and Rockwell Capital Partners Inc | |||||||||
Debt And Convertible Loan Payable [Line Items] | |||||||||
Proceeds from note payable | $ 272,500 | ||||||||
Repayments of note payable | $ 250,000 | ||||||||
Original issue discount percentage | 9.00% | ||||||||
Common stock issued for services (in shares) | 50,000 | ||||||||
Value of common stock issued for services | $ 23,500 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.47 | ||||||||
Interest rate percentage on unpaid principal amount | 3.00% | ||||||||
Debt default percentage | 15.00% | ||||||||
Debt default description | If the Company exercises its right to prepay or repay the Note, the Company shall make payment to the note holders of an amount in cash equal to the sum of 125% multiplied by the Principal Amount plus accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus Default Interest, if any.The notes convert into shares of Common Stock at a price equal to $0.30; provided, however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price or (ii) 45% multiplied by the lowest sales price of the Common Stock in a public market during the ten (10) consecutive Trading Day period immediately preceding the Trading Day that the Company receives a Notice of Conversion (as defined in the Note). | ||||||||
Securities purchase agreement | Firstfire Global Opportunities Fund, LLC | |||||||||
Debt And Convertible Loan Payable [Line Items] | |||||||||
Rate of increase in outstanding of debt | 125.00% | ||||||||
Rate of increase in interest | 15.00% | ||||||||
Value of conversion of debt | $ 103,351 | ||||||||
Conversion of debt, shares issued | 1,303,341 | ||||||||
Outstanding principal balance | $ 100,000 | $ 100,000 | |||||||
Securities purchase agreement | Rockwell Capital Partners Inc | |||||||||
Debt And Convertible Loan Payable [Line Items] | |||||||||
Repayments of note payable | $ 203,441 | ||||||||
Rate of increase in outstanding of debt | 125.00% | ||||||||
Rate of increase in interest | 15.00% |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Schedule of changes In fair value of derivative liabilities | |
Add fair value at the commitment date for convertible notes issued during the current year | $ 100,000 |
Derivative liabilities | |
Schedule of changes In fair value of derivative liabilities | |
Derivative liabilities - December 31, 2015 | 0 |
Add fair value at the commitment date for convertible notes issued during the current year | 270,331 |
Less derivatives due to conversion | (185,579) |
Fair value mark to market adjustment for derivatives | 44,661 |
Derivative liabilities - September 30, 2016 | $ 129,413 |
DERIVATIVE LIABILITIES (Detai34
DERIVATIVE LIABILITIES (Details 1) - Derivative liabilities | 3 Months Ended |
Sep. 30, 2016 | |
Commitment Date | |
Derivatives, Fair Value [Line Items] | |
Expected dividends: | 0.00% |
Expected volatility: | 210.00% |
Expected term (years): | 29 days |
Risk free interest rate: | 0.09% |
Remeasurement Date | |
Derivatives, Fair Value [Line Items] | |
Expected dividends: | 0.00% |
Remeasurement Date | Maximum | |
Derivatives, Fair Value [Line Items] | |
Expected volatility: | 219.00% |
Expected term (years): | 27 days |
Risk free interest rate: | 0.20% |
Remeasurement Date | Minimum | |
Derivatives, Fair Value [Line Items] | |
Expected volatility: | 20.00% |
Expected term (years): | 23 days |
Risk free interest rate: | 0.12% |
DERIVATIVE LIABILITIES (Detai35
DERIVATIVE LIABILITIES (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative expense | $ 66,980 | $ 66,980 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | May 09, 2016 | Apr. 08, 2016 | Aug. 14, 2015 | Mar. 01, 2015 | Jun. 29, 2016 | Nov. 17, 2015 | May 31, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 166,560 | 125,000 | |||||||
Shares of common stock with a fair value | $ 68,738 | $ 377,907 | |||||||
Shares issued price per share (in dollars per share) | $ 0.549 | ||||||||
Common stock, shares issued | 13,715,215 | 11,204,571 | |||||||
Common stock issued, Value | $ 13,715 | $ 11,204 | |||||||
John Choo | Employment agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Employee annual compensation | $ 60,000 | ||||||||
Term period of services | 2 years | ||||||||
John Choo | Employment agreement | Common stock issue one | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 355,060 | ||||||||
Shares of common stock with a fair value | $ 164,393 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.46 | ||||||||
John Choo | Employment agreement | Common stock issue two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 104,100 | ||||||||
Shares of common stock with a fair value | $ 48,723 | ||||||||
John Choo | Employment agreement | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.30 | ||||||||
John Choo | Employment agreement | Minimum | Common stock issue two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.30 | ||||||||
John Choo | Employment agreement | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.55 | ||||||||
John Choo | Employment agreement | Maximum | Common stock issue two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.30 | ||||||||
John Choo | Director Agreement | 2015 Stock Incentive | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 166,560 | ||||||||
Term period of services | 2 years | ||||||||
Chad Sykes, CEO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 50,000 | ||||||||
Shares of common stock with a fair value | $ 25,500 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.51 | ||||||||
Legal Counsel | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 125,000 | ||||||||
Shares of common stock with a fair value | $ 56,250 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.45 | ||||||||
William Jamieson | Director Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 83,280 | ||||||||
Shares of common stock with a fair value | $ 54,049 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.649 | ||||||||
William Jamieson | Director Agreement | 2015 Stock Incentive | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 166,560 | 83,280 | |||||||
Shares of common stock with a fair value | $ 36,435 | ||||||||
Term period of services | 2 years | ||||||||
William Jamieson | Director Agreement | 2015 Stock Incentive | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.30 | ||||||||
William Jamieson | Director Agreement | 2015 Stock Incentive | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share (in dollars per share) | $ 0.5 | ||||||||
Paul Hardej | Director Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 166,560 | 20,820 | |||||||
Shares of common stock with a fair value | $ 13,512 | ||||||||
Term period of services | 2 years | ||||||||
Shares issued price per share (in dollars per share) | $ 0.65 | ||||||||
John Zimmerman | Employment agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 100,000 | ||||||||
Shares of common stock with a fair value | $ 54,500 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.545 | ||||||||
Percentage of purchase orders | 5.00% | ||||||||
Percentage of facilities portion of purchase order | 5.00% | ||||||||
Compensation payments schedule percentage rate, down payment | 5.00% | ||||||||
Compensation payments schedule percentage rate, purchase order | 50.00% | ||||||||
Compensation payments schedule percentage rate shipping | 45.00% | ||||||||
Employee | Employment agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock issued for services (in shares) | 355,060 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - Warrant | 9 Months Ended |
Sep. 30, 2016 | |
Class of Warrant or Right [Line Items] | |
Expected dividends: | 0.00% |
Expected term (years): | 1 year |
Minimum | |
Class of Warrant or Right [Line Items] | |
Expected volatility: | 153.00% |
Risk free interest rate: | 0.56% |
Maximum | |
Class of Warrant or Right [Line Items] | |
Expected volatility: | 156.00% |
Risk free interest rate: | 0.62% |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - Warrant | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Warrants | |
Balance, December 31, 2015 | |
Granted | 500,000 |
Exercised | |
Cancelled/Forfeited | |
Balance, September 30, 2016 | 500,000 |
Weighted Average Exercise Price | |
Balance, December 31, 2015 | $ / shares | |
Balance, September 30, 2016 | $ / shares | $ 0.40 |
Weighted Average Remaining Contractual Life (in Years) | |
Balance, September 30, 2016 | 11 months 9 days |
SHAREHOLDERS' EQUITY (Details 2
SHAREHOLDERS' EQUITY (Details 2) - Warrant | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Exercise Price Warrants Outstanding, Lower Range Limit | $ 0.30 |
Exercise Price Warrants Outstanding, Upper Range Limit | $ 0.50 |
Warrants Exercisable | shares | 500,000 |
Weighted Average Remaining Contractual Life | 11 months 9 days |
Aggregate Intrinsic Value | $ |
SHAREHOLDERS' EQUITY (Detail Te
SHAREHOLDERS' EQUITY (Detail Textuals) | Aug. 29, 2016USD ($)Investorshares | Sep. 30, 2016USD ($)$ / shares$ / unitshares | Dec. 31, 2015$ / sharesshares | Aug. 03, 2015$ / sharesshares |
Class of Stock [Line Items] | ||||
Series A Convertible Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | ||
Series A Convertible Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Investor | ||||
Class of Stock [Line Items] | ||||
Series A Convertible Preferred stock, par value (in dollars per share) | $ 0.50 | |||
Maximum number of equity units issued | shares | 250,000 | 1,000,000 | ||
Description of equity units | Each unit consists one share of Series A convertible Preferred Stock and one Series A warrant. | |||
Par value of equity units | $ / unit | 0.50 | |||
Proceeds from issuance or sale of equity | $ | $ 125,000 | $ 500,000 | ||
Exercise price of warrant | $ 0.50 | |||
Warrant exercisable term | 1 year | |||
Discount on preferred stock | $ | $ 33,238 | |||
Number of investors | Investor | 3 | |||
Series A Convertible Preferred Shares | ||||
Class of Stock [Line Items] | ||||
Series A Convertible Preferred stock, shares authorized | shares | 5,000,000 | |||
Series A Convertible Preferred stock, par value (in dollars per share) | $ 0.50 |
SHAREHOLDERS' EQUITY (Detail 41
SHAREHOLDERS' EQUITY (Detail Textuals 1) - USD ($) | Sep. 11, 2016 | Aug. 11, 2016 | Aug. 09, 2016 | Jul. 11, 2016 | May 09, 2016 | Apr. 08, 2016 | Mar. 14, 2016 | Aug. 14, 2015 | Aug. 31, 2016 | Jul. 19, 2016 | Jun. 29, 2016 | Apr. 18, 2016 | Mar. 25, 2016 | Mar. 23, 2016 | Mar. 22, 2016 | Feb. 29, 2016 | Jan. 22, 2016 | Jan. 19, 2016 | Jan. 17, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 166,560 | 125,000 | |||||||||||||||||||
Value of common stock issued for services | $ 68,738 | $ 377,907 | |||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.549 | ||||||||||||||||||||
Issuance of common stock for cash | 50,000 | ||||||||||||||||||||
Proceeds from note payable | $ 34,699 | ||||||||||||||||||||
Value of conversion of debt | $ 100,000 | ||||||||||||||||||||
Conversion of debt, shares issued | 1,278,220 | ||||||||||||||||||||
Emerging Growth, LLC | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 125,000 | ||||||||||||||||||||
Value of common stock issued for services | $ 43,750 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.35 | ||||||||||||||||||||
Consultant | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 62,846 | 48,704 | 50,403 | 11,330 | 5,000 | ||||||||||||||||
Value of common stock issued for services | $ 25,000 | $ 25,000 | $ 25,000 | $ 4,986 | $ 1,800 | ||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.3978 | $ 0.513355 | $ 0.496044 | $ 0.44 | $ 0.36 | ||||||||||||||||
U.S. accredited investor | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.50 | ||||||||||||||||||||
Issuance of common stock for cash (in shares) | 100,000 | ||||||||||||||||||||
Issuance of common stock for cash | $ 50,000 | ||||||||||||||||||||
Director Agreement | William Jamieson | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 83,280 | ||||||||||||||||||||
Value of common stock issued for services | $ 54,049 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.649 | ||||||||||||||||||||
Director Agreement | John Choo | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 20,820 | ||||||||||||||||||||
Value of common stock issued for services | $ 12,287 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.590246 | ||||||||||||||||||||
Director Agreement | John Zimmerman | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 20,820 | 20,820 | 20,820 | ||||||||||||||||||
Value of common stock issued for services | $ 14,366 | $ 9,369 | $ 9,369 | ||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.6946 | $ 0.45 | $ 0.45 | ||||||||||||||||||
Director Agreement | John Choo and William Jamieson | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 41,640 | ||||||||||||||||||||
Value of common stock issued for services | $ 14,574 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.35 | ||||||||||||||||||||
Director Agreement | Paul Hardej | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 20,820 | ||||||||||||||||||||
Value of common stock issued for services | $ 13,512 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.64950 | ||||||||||||||||||||
Two Million Dollar Equity Financing Agreement | Kodiak Capital Group, LLC | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 300,000 | ||||||||||||||||||||
Value of common stock issued for services | $ 120,000 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.40 | ||||||||||||||||||||
Percentage of market price | 80.00% | ||||||||||||||||||||
Securities purchase agreement | Firstfire Global Opportunities Fund, LLC, and Rockwell Capital Partners Inc | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 50,000 | ||||||||||||||||||||
Value of common stock issued for services | $ 23,500 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.47 | ||||||||||||||||||||
Proceeds from note payable | $ 272,500 | ||||||||||||||||||||
Repayments of note payable | $ 250,000 | ||||||||||||||||||||
Original issue discount percentage | 9.00% | ||||||||||||||||||||
Securities purchase agreement | Firstfire Global Opportunities Fund, LLC | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Value of conversion of debt | $ 103,351 | ||||||||||||||||||||
Conversion of debt, shares issued | 1,303,341 | ||||||||||||||||||||
Executive Employment Agreement | John Zimmerman | |||||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||||
Common stock issued for services (in shares) | 100,000 | ||||||||||||||||||||
Value of common stock issued for services | $ 54,500 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ 0.545 |
SHAREHOLDERS' EQUITY (Detail 42
SHAREHOLDERS' EQUITY (Detail Textuals 2) - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 26, 2016 | Sep. 30, 2015 | |
Shareholders Equity [Line Items] | ||
Proceeds from note payable | $ 34,699 | |
Chuck Rifici Holdings, Inc | ||
Shareholders Equity [Line Items] | ||
Proceeds from note payable | $ 225,500 | |
Repayments of note payable | $ 204,000 | |
Original issue discount percentage | 10.00% | |
Number of common stock called by warrants | 250,000 | |
Term of warrant | 1 year | |
Exercise price of warrant | $ 0.30 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Oct. 11, 2016 | Aug. 14, 2015 | Oct. 20, 2016 | Oct. 19, 2016 | Oct. 17, 2016 | Jul. 19, 2016 | Jun. 29, 2016 | Apr. 18, 2016 | Jan. 17, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services (in shares) | 166,560 | 125,000 | |||||||||
Value of common stock issued for services | $ 68,738 | $ 377,907 | |||||||||
Shares issued price per share (in dollars per share) | $ 0.549 | ||||||||||
Proceeds from note payable | $ 34,699 | ||||||||||
Add fair value at the commitment date for convertible notes issued during the current year | $ 100,000 | ||||||||||
Conversion of debt, shares issued | 1,278,220 | ||||||||||
Director Agreement | John Zimmerman | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services (in shares) | 20,820 | 20,820 | 20,820 | ||||||||
Value of common stock issued for services | $ 14,366 | $ 9,369 | $ 9,369 | ||||||||
Shares issued price per share (in dollars per share) | $ 0.6946 | $ 0.45 | $ 0.45 | ||||||||
Securities purchase agreement | Firstfire Global Opportunities Fund, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Add fair value at the commitment date for convertible notes issued during the current year | $ 103,351 | ||||||||||
Conversion of debt, shares issued | 1,303,341 | ||||||||||
Subsequent Event | Director Agreement | John Zimmerman | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services (in shares) | 20,820 | ||||||||||
Value of common stock issued for services | $ 11,035 | ||||||||||
Shares issued price per share (in dollars per share) | $ 0.53 | ||||||||||
Subsequent Event | Securities purchase agreement | Firstfire Global Opportunities Fund, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from note payable | $ 137,500 | ||||||||||
Repayments of note payable | $ 125,000 | ||||||||||
Original issue discount percentage | 10.00% | ||||||||||
Subsequent Event | Consultant | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services (in shares) | 89,928 | 9,800 | |||||||||
Value of common stock issued for services | $ 19,784 | $ 2,940 | |||||||||
Shares issued price per share (in dollars per share) | $ 0.22 | $ 0.30 |