Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 20, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Zero Gravity Solutions, Inc. | ||
Entity Central Index Key | 1,574,186 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 13,136,121 | ||
Trading Symbol | ZGSI | ||
Entity Common Stock, Shares Outstanding | 38,659,597 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 2,851,118 | $ 253,677 |
Accounts receivable | 44,877 | 1,325 |
Prepaid services | 97,330 | 83,333 |
Prepaid expenses | 198,416 | 130,448 |
Inventory | 21,934 | 18,592 |
Total Current Assets | 3,213,675 | 487,375 |
Property and equipment - net | 51,736 | 44,142 |
OTHER ASSETS | ||
Deposit | 6,534 | 6,356 |
Advance on future royalties - related parties | 193,282 | 50,356 |
TOTAL ASSETS | 3,465,227 | 588,229 |
CURRENT LIABILITIES | ||
Accounts payable | 66,945 | 128,460 |
Accounts payable, related party | 90,000 | 0 |
Deferred compensation, related party | 12,500 | 27,500 |
Notes payable - related party, net of discount of $122,631 and $0 respectively | 377,369 | 11,000 |
Notes payable | 142,756 | 104,647 |
Total Current Liabilities | $ 689,570 | $ 271,607 |
Commitments | ||
STOCKHOLDERS' EQUITY | ||
Common stock; 100,000,000 shares authorized, at $0.001 par value, 37,357,597 and 30,844,597 shares issued and outstanding, respectively | $ 37,358 | $ 30,845 |
Common stock to be issued | 0 | 25,000 |
Additional paid-in capital | 12,129,502 | 4,748,285 |
Accumulated other comprehensive loss | 0 | (1,847) |
Accumulated deficit | (9,391,203) | (4,485,661) |
Total Stockholders' Equity | 2,775,657 | 316,622 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,465,227 | $ 588,229 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument, Unamortized Discount | $ 122,631 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 37,357,597 | 30,844,597 |
Common Stock, Shares, Outstanding | 37,357,597 | 30,844,597 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | ||
Sale of goods | $ 137,362 | $ 11,218 |
Total Revenue | 137,362 | 11,218 |
COST OF REVENUE | ||
Cost of goods sold | 13,311 | 2,142 |
Royalty expense | 8,013 | 467 |
Total Cost of Revenue | 21,324 | 2,609 |
GROSS PROFIT | 116,038 | 8,609 |
OPERATING EXPENSES | ||
General and administrative | 4,868,562 | 2,741,172 |
Research and development | 26,881 | 128,194 |
Total Operating Expenses | 4,895,443 | 2,869,366 |
LOSS FROM OPERATIONS | (4,779,405) | (2,860,757) |
OTHER EXPENSES | ||
Other income | 0 | 381 |
Interest expense | (20,843) | (3,951) |
Accretion of debt discount | (104,627) | 0 |
Loss on disposition of asset | (667) | 0 |
Total Other Income (Expenses) | (126,137) | (3,570) |
NET LOSS | $ (4,905,542) | $ (2,864,327) |
NET LOSS PER SHARE - BASIC AND DILUTED | $ (0.15) | $ (0.10) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 33,823,026 | 27,620,651 |
OTHER COMPREHENSIVE LOSS | ||
Net Loss | $ (4,905,542) | $ (2,864,327) |
Foreign currency translation gain (loss) | 1,847 | (1,847) |
COMPREHENSIVE LOSS | $ (4,903,695) | $ (2,866,174) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock to be Issued [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2013 | $ 110,042 | $ 25,674 | $ 1,705,702 | $ (1,621,334) | ||
Balance (in shares) at Dec. 31, 2013 | 25,674,000 | |||||
Common stock issued for cash , net of offering costs | 2,087,049 | $ 4,366 | 2,082,683 | |||
Common stock issued for cash , net of offering costs (in shares) | 4,365,597 | |||||
Common stock issued for services | 402,500 | $ 805 | 401,695 | |||
Common stock issued for services (in shares) | 805,000 | |||||
Warrants issued for services | 558,205 | 558,205 | ||||
Warrants issued for loan costs | 0 | |||||
Common stock to be issued for services | 25,000 | $ 25,000 | ||||
Common stock to be issued for services (in shares) | 50,000 | |||||
Foreign currency translation adjustment | (1,847) | $ (1,847) | ||||
Net loss for the period ended | (2,864,327) | (2,864,327) | ||||
Balance at Dec. 31, 2014 | 316,622 | $ 30,845 | $ 25,000 | 4,748,285 | (4,485,661) | (1,847) |
Balance (in shares) at Dec. 31, 2014 | 30,844,597 | 50,000 | ||||
Common stock issued for cash , net of offering costs | 5,259,750 | $ 6,141 | 5,253,609 | 0 | ||
Common stock issued for cash , net of offering costs (in shares) | 6,141,000 | |||||
Common stock issued for services | 478,625 | $ 372 | $ (25,000) | 503,253 | 0 | |
Common stock issued for services (in shares) | 372,000 | (50,000) | ||||
Warrants issued for services | 1,397,097 | $ 0 | 1,397,097 | 0 | 0 | |
Warrants issued for loan costs | 227,258 | 0 | 227,258 | 0 | 0 | |
Foreign currency translation adjustment | 1.847 | 0 | 0 | 0 | 1,847 | |
Net loss for the period ended | (4,905,542) | 0 | $ 0 | 0 | (4,905,542) | 0 |
Balance at Dec. 31, 2015 | $ 2,775,657 | $ 37,358 | $ 0 | $ 12,129,502 | $ (9,391,203) | $ 0 |
Balance (in shares) at Dec. 31, 2015 | 37,357,597 | 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock [Member] | ||
Adjustments To Additional Paid In Capital Stock Issued Issuance Cost | $ 536,250 | $ 95,750 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,905,542) | $ (2,864,327) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation expense | 7,695 | 1,693 |
Common stock issued for services | 442,187 | 427,500 |
Warrants issued for services | 1,336,206 | 558,205 |
Amortization of debt issuance costs | 104,627 | 0 |
Loss on sale of asset | 667 | 0 |
Other non-cash items | ||
Warrants issued for prepaid services | 60,891 | 0 |
Common stock issued for prepaid services | 36,438 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (43,552) | (1,326) |
Prepaid expenses and other | (80,118) | (213,781) |
Advance on future royalties - related parties | (142,926) | (47,856) |
Inventory | (3,342) | (18,592) |
Deposit | (178) | (6,353) |
Accounts payable | (70,944) | 81,046 |
Accounts payable, related party | 90,000 | 0 |
Deferred compensation related party | (15,000) | (70,000) |
Accrued interest | 9,429 | 519 |
Net cash used in operating activities | (3,173,462) | (2,153,272) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid to purchase equipment | (15,956) | (45,835) |
Net cash used in investing activities | (15,956) | (45,835) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 142,756 | 109,137 |
Payments of notes payable | (104,647) | (4,490) |
Repayment on notes payable - related party | (11,000) | (30,000) |
Proceeds from notes payable - related party | 500,000 | 0 |
Proceeds from sale of common stock | 5,796,000 | 2,182,799 |
Payment of offering costs | (536,250) | (95,750) |
Net cash provided by financing activities | 5,786,859 | 2,161,696 |
EFFECT OF EXCHANGE RATES ON CASH | 0 | (1,847) |
NET INCREASE (DECREASE) IN CASH | 2,597,441 | (39,258) |
CASH AT BEGINNING OF PERIOD | 253,677 | 292,935 |
CASH AT END OF PERIOD | 2,851,118 | 253,677 |
CASH PAID FOR: | ||
Interest | 3,420 | 3,051 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Warrants issued with debt - related party | 227,258 | 0 |
Warrants issued as direct offering costs | $ 110,794 | $ 121,744 |
ORGANIZATION, AND SUMMARY OF SI
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations Zero Gravity Solutions, Inc. (the “Company”) is focused on industrializing and commercializing scientific breakthroughs in the area of patentable stem cell technologies through developing advances in plant, animal and human biology based on intellectual property designed for and derived from multiple experiments on the International Space Station (ISS). The Company’s mission is to improve life on earth by applying intellectual property and technology designed for and derived from six NASA enabled flights over the last five years through utilization of the unique long-term microgravity environment platform of the ISS. The Company’s initial projects are directed to providing solutions to critical world food crop challenges. The Company owns proprietary technology for its first commercial product, BAM-FX TM The Company was organized on August 19, 1983 Delaware On January 11, 2013, the Company amended its Articles of Incorporation to change its name to Zero Gravity Solutions, Inc. (“the Company”) (“ZGSI”), pursuant to the acquisition of intellectual property on December 3, 2012. On October 29, 2013, the Company formed its wholly-owned subsidiary in the State of Delaware, Zero Gravity Solutions, Inc., which had no operations through December 31, 2013. On December 16, 2013, the Company acquired 100 On September 13, 2014, the Company formed its wholly-owned subsidiary in the State of Florida, BAM Agricultural Solutions, Inc. On August 19, 2014, the Company formed its wholly-owned subsidiary in the U.K., Bam Agricultural Solutions, Ltd. On December 17, 2014, the Company formed its wholly-owned subsidiary in the State of Florida, Zero Gravity Life Sciences, Inc. On August 7, 2015, the Company resolved to terminate its UK subsidiaries and their operations, which were transferred to a US entity. The Company has experienced recurring losses and negative cash flows from operations. At December 31, 2015, the Company had approximate cash balances of $ 2,851,000 2,524,000 2,776,000 9,391,000 Management’s strategic plans include the following: - continuing to advance development of the Company’s principal product, BAMFX; - pursuing additional capital raising opportunities; - continuing to explore prospective partnering or distribution opportunities. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2015 and 2014. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Zero Gravity Solutions, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 2015 2014 Raw materials $ 8,163 $ 13,173 Finished product 13,771 5,419 Total Inventory $ 21,934 $ 18,592 Property and equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed on a straight-line basis over estimated useful lives. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the year ended December 31, 2015 and 2014. The Company at December 31, 2015 maintained its cash balance with one major national financial institution. The bank balance at December 31, 2015 exceeded the FDIC limits. In January 2016, the Company transferred a portion of the cash balance to another major national financial institution and as a result, the Company believes that its credit risk exposure is limited. The Company has never suffered a loss due to such excess balances. The Company accounts for financial instruments under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 820, Fair Value Measurements Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. There were no financial assets or liabilities measured at fair value, with the exception of cash (Level 1) as of December 31, 2015 and 2014. The carrying amounts of the Company’s accounts receivable and accounts payable approximate fair value due to the relatively short period to maturity for these instruments. The carrying value of the Company’s notes payable approximates fair value due to its short period to maturity and its stated interest rates, combined with historic interest rate levels. The carrying value of the Company’s notes payable related party is not practical to estimate due to the related party nature of the underlying transaction. Revenue is recognized when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller's price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Revenues are recorded less a reserve for estimated product returns and allowances, which to date has not been significant. Determination of the reserve for estimated product returns and allowances is based on management's analyses and judgments regarding certain conditions. Should future changes in conditions prove management's conclusions and judgments on previous analyses to be incorrect, revenue recognized for any reporting period could be adversely affected. At December 31, 2015, one customers accounted for 100 87.8 65 22.8 60 38 2 74 49 25 22.8 5.3 100 The Company extends credit to customers generally without requiring collateral. The Company recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates: previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The expense resulting from share-based payments is recorded in general and administrative expense. Loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The effect of the inclusion of the dilutive shares would have resulted in a decrease in loss per share. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding warrants are not considered in the calculation as the impact of the potential common shares (totaling 8,117,051 1,926,900 Research and Development Research and development costs are charged to expenses as incurred. The consolidated financial statements are presented in United States Dollars. As of December 31, 2014 the Company had a bank account in a foreign currency. The balance of this bank account was translated from its local currency (British Pounds) into the reporting currency, U.S. dollars, using period end exchange rates. The resulting translation adjustments were recorded as a separate component of accumulated other comprehensive loss. Revenues and expenses were translated using the weighted average exchange rate for the period. As of December 31, 2015, no such account existed. Transaction gains and losses resulting from foreign currency transactions were recorded as foreign exchange gains or losses in the consolidated statement of operations. The Company did not enter into any financial instruments to offset the impact of foreign currency fluctuations. During 2015, upon the termination of the United Kingdom subsidiary, the Company transferred the remaining balance of accumulated other comprehensive income to operations. No balance exists at December 31, 2015. The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. The Company does not have an accrual for uncertain tax positions as of December 31, 2015 and 2014. The Company files corporate income tax returns with the Internal Revenue Service and the states where the Company determines it is required to do so. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 31, 2015, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2015 or 2014. Certain reclassifications have been made to prior year information to conform to the current year presentation. The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern: |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | December 31, 2015 December 31, 2014 Computer Equipment $ 7,082 $ 4,937 Equipment and Furniture 53,944 40,895 Accumulated Depreciation (9,290) (1,690) Property and Equipment - Net $ 51,736 $ 44,142 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 3 RELATED PARTY TRANSACTIONS Notes Payable During the year ended December 31, 2013, the Williams Investment Company, which is fully owned by Deworth Williams, our former director, advanced $ 20,000 20,000 525 On August 29, 2013, the Williams Investment Company, which is fully owned by Mr. Williams, our former director, advanced $ 15,000 10 11,000 2,064 11,000 In July 2015, a director advanced the Company $ 500,000 8.5 350,000 2 416,618 0 184.2 1.66 5 227,258 104,627 Royalty Agreement In 2013, the Company entered into a royalty agreement, which was amended in 2015 with a principal stockholder and a relative of the principal stockholder. The agreement has a term of 25 2,500 5 193,282 50,356 Sales subject to the royalty agreement were $ 137,362 11,218 Consulting Agreement During March 2015, the Company entered into a consulting agreement with a director. The agreement had a term of 6 200,000 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | NOTE 4 COMMITMENTS Lease Commitments The Company leases its offices and building space under short term leases. These leases are renewable either monthly or annually. Lease expense was $ 84,903 76,714 Research Commitment In January 2016, the Company entered into a Reimbursable Space Act Agreement (the “SAA”) with the National Aeronautics and Space Administration Ames Research Center (“NASA ARC”). Pursuant to the SAA, NASA ARC will evaluation the Company’s nutrient delivery system for commercial agriculture and NASA applications and the potential development of new agricultural technologies and products. The Company shall provide funding and reimbursement for the costs incurred by NASA ARC under the SAA, but shall own any resulting intellectual property created pursuant to the SAA. The Company has agreed to pay NASA ARC a total of $ 373,750 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 NOTES PAYABLE The Company has two outstanding notes payable for financing corporate insurance premiums. Both notes carry a rate of interest of 8 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 6 EQUITY 2015 transactions: Common Stock Private placement offerings During the year ended December 31, 2015, the Company issued 6,141,000 4,226,675 In February 2015, the Company completed an offering of 2,507,000 0.50 1,253,000 117,000 196,000 0.50 During October 2015, the Company commenced a private offering of up to $ 10,000,000 8,000,000 1.25 2.00 3,634,000 3,634,000 Proceeds from the offering were $ 4,542,500 419,250 In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 396,675 2.00 Common stock issued for services During the year ended December 31, 2015, the Company issued for services, 150,000 0.50 75,000 201,500 2.00 403,000 20,500 1.25 25,625 36,438 83,333 Warrants Warrants issued for services During the year ended December 31, 2015, the Company issued fully vested, non-forfeitable warrants to purchase 1,056,000 0.50 644,406 0 157.54 184.2 1.29 1.69 5 During the year ended December 31, 2015, the Company issued fully vested, non-forfeitable warrants to purchase 50,000 6.00 93,578 0 184.2 1.57 5 During the year ended December 31, 2015, the Company issued fully vested, non-forfeitable warrants to purchase 507,500 2.00 659,112 0 184.2 1.29 1.75 5 Warrants issued with debt related party During July 2015 the Company entered into a note payable with a related party. In connection with the note the Company issued warrants to purchase 350,000 2 Weighted Average Remaining Contractual Aggregate Weighted Average Life Intrinsic Number of Warrants Exercise Price (in Years) Value Outstanding - January 1, 2015 1,926,900 $ 0.50 Granted 6,190,175 1.70 Exercised Cancelled/Forfeited Outstanding and exercisable - December 31, 2015 8,117,075 $ 1.41 4.7 $ 1,621,989 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated stock price on December 31, 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders been able to, and in fact had, exercised their options on December 31, 2015. Stock incentive plan options During November 2015, the Company adopted the Company’s 2015 Incentive Plan. The Plan provides stock based compensation to employees, directors and consultants. The Company has received 4,000,000 2014 transactions Common Stock Private placement offerings During the year ended December 31, 2014, the Company issued 4,365,597 0.50 2,182,799 95,750 263,230 Common stock issued for services During the year ended December 31, 2014, the Company issued 555,000 277,500 0.50 250,000 125,000 0.50 Warrants Warrants issued for services During the year ended December 31, 2014, the Company issued fully vested, non-forfeitable warrants to purchase 1,208,000 558,669 0.50 0 157.54 1.49 1.82 5 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes: 2015 2014 Federal income tax benefit at 34% $ (1,665,000) $ (974,000) State income tax net of federal tax effect (245,000) (143,000) Permanent items 8,000 11,000 Other 40,000 Valuation allowance 1,862,000 1,106,000 $ $ As of December 31, 2015, the Company has net operating loss carry forwards of approximately $ 6.1 2015 2014 Deferred tax assets (liabilities): Net operating loss carry forwards $ 2,375,000 $ 1,059,000) Property and equipment (8,000) (9,000) Debt discount related to warrants 41,000 Accruals and other 5,000 6,000 Stock-based compensation 1,010,000 505,000 Deferred tax asset 3,423,000 1,561,000 Valuation allowance (3,423,000) (1,561,000) $ $ |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 8 SUBSEQUENT EVENTS The Company issued 1,302,000 1,302,000 1,627,500 162,750 146,325 |
ORGANIZATION, AND SUMMARY OF 16
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Management Plans [Policy Text Block] | Management plans The Company has experienced recurring losses and negative cash flows from operations. At December 31, 2015, the Company had approximate cash balances of $ 2,851,000 2,524,000 2,776,000 9,391,000 Management’s strategic plans include the following: - continuing to advance development of the Company’s principal product, BAMFX; - pursuing additional capital raising opportunities; - continuing to explore prospective partnering or distribution opportunities. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2015 and 2014. |
Consolidation, Policy [Policy Text Block] | The accompanying unaudited interim condensed consolidated financial statements include the accounts of Zero Gravity Solutions, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Inventory, Policy [Policy Text Block] | 2015 2014 Raw materials $ 8,163 $ 13,173 Finished product 13,771 5,419 Total Inventory $ 21,934 $ 18,592 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed on a straight-line basis over estimated useful lives. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the year ended December 31, 2015 and 2014. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | The Company at December 31, 2015 maintained its cash balance with one major national financial institution. The bank balance at December 31, 2015 exceeded the FDIC limits. In January 2016, the Company transferred a portion of the cash balance to another major national financial institution and as a result, the Company believes that its credit risk exposure is limited. The Company has never suffered a loss due to such excess balances. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The Company accounts for financial instruments under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 820, Fair Value Measurements Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. There were no financial assets or liabilities measured at fair value, with the exception of cash (Level 1) as of December 31, 2015 and 2014. The carrying amounts of the Company’s accounts receivable and accounts payable approximate fair value due to the relatively short period to maturity for these instruments. The carrying value of the Company’s notes payable approximates fair value due to its short period to maturity and its stated interest rates, combined with historic interest rate levels. The carrying value of the Company’s notes payable related party is not practical to estimate due to the related party nature of the underlying transaction. |
Revenue Recognition And Accounts Receivable [Policy Text Block] | Revenue is recognized when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller's price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Revenues are recorded less a reserve for estimated product returns and allowances, which to date has not been significant. Determination of the reserve for estimated product returns and allowances is based on management's analyses and judgments regarding certain conditions. Should future changes in conditions prove management's conclusions and judgments on previous analyses to be incorrect, revenue recognized for any reporting period could be adversely affected. At December 31, 2015, one customers accounted for 100 87.8 65 22.8 60 38 2 74 49 25 22.8 5.3 100 The Company extends credit to customers generally without requiring collateral. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates: previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. The expense resulting from share-based payments is recorded in general and administrative expense. |
Earnings Per Share, Policy [Policy Text Block] | Loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The effect of the inclusion of the dilutive shares would have resulted in a decrease in loss per share. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding warrants are not considered in the calculation as the impact of the potential common shares (totaling 8,117,051 1,926,900 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are charged to expenses as incurred. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | The consolidated financial statements are presented in United States Dollars. As of December 31, 2014 the Company had a bank account in a foreign currency. The balance of this bank account was translated from its local currency (British Pounds) into the reporting currency, U.S. dollars, using period end exchange rates. The resulting translation adjustments were recorded as a separate component of accumulated other comprehensive loss. Revenues and expenses were translated using the weighted average exchange rate for the period. As of December 31, 2015, no such account existed. Transaction gains and losses resulting from foreign currency transactions were recorded as foreign exchange gains or losses in the consolidated statement of operations. The Company did not enter into any financial instruments to offset the impact of foreign currency fluctuations. During 2015, upon the termination of the United Kingdom subsidiary, the Company transferred the remaining balance of accumulated other comprehensive income to operations. No balance exists at December 31, 2015. |
Income Tax, Policy [Policy Text Block] | The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. The Company does not have an accrual for uncertain tax positions as of December 31, 2015 and 2014. The Company files corporate income tax returns with the Internal Revenue Service and the states where the Company determines it is required to do so. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 31, 2015, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2015 or 2014. |
Reclassification, Policy [Policy Text Block] | Certain reclassifications have been made to prior year information to conform to the current year presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern: |
ORGANIZATION, AND SUMMARY OF 17
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory is valued on a lower of first-in, first out (FIFO) cost or market basis. At December 31, inventory consisted of: 2015 2014 Raw materials $ 8,163 $ 13,173 Finished product 13,771 5,419 Total Inventory $ 21,934 $ 18,592 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2015 December 31, 2014 Computer Equipment $ 7,082 $ 4,937 Equipment and Furniture 53,944 40,895 Accumulated Depreciation (9,290) (1,690) Property and Equipment - Net $ 51,736 $ 44,142 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrant [Member] | |
Class of Stock [Line Items] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following is a summary of the Company’s warrant activity for the year ended December 31, 2015: Weighted Average Remaining Contractual Aggregate Weighted Average Life Intrinsic Number of Warrants Exercise Price (in Years) Value Outstanding - January 1, 2015 1,926,900 $ 0.50 Granted 6,190,175 1.70 Exercised Cancelled/Forfeited Outstanding and exercisable - December 31, 2015 8,117,075 $ 1.41 4.7 $ 1,621,989 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income taxes at the federal statutory rate are reconciled to the Company’s actual income taxes as follows: 2015 2014 Federal income tax benefit at 34% $ (1,665,000) $ (974,000) State income tax net of federal tax effect (245,000) (143,000) Permanent items 8,000 11,000 Other 40,000 Valuation allowance 1,862,000 1,106,000 $ $ |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows: 2015 2014 Deferred tax assets (liabilities): Net operating loss carry forwards $ 2,375,000 $ 1,059,000) Property and equipment (8,000) (9,000) Debt discount related to warrants 41,000 Accruals and other 5,000 6,000 Stock-based compensation 1,010,000 505,000 Deferred tax asset 3,423,000 1,561,000 Valuation allowance (3,423,000) (1,561,000) $ $ |
ORGANIZATION, AND SUMMARY OF 21
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Raw materials | $ 8,163 | $ 13,173 |
Finished product | 13,771 | 5,419 |
Total Inventory | $ 21,934 | $ 18,592 |
ORGANIZATION, AND SUMMARY OF 22
ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 16, 2013 | |
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Entity Incorporation, Date of Incorporation | Aug. 19, 1983 | |||
Entity Incorporation, State Country Name | Delaware | |||
Working Capital | $ 2,524,000 | |||
Cash and Cash Equivalents, at Carrying Value, Total | 2,851,000 | |||
Stockholders' Equity Attributable to Parent | 2,775,657 | $ 316,622 | $ 110,042 | |
Retained Earnings (Accumulated Deficit) | $ (9,391,203) | $ (4,485,661) | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 8,117,051 | 1,926,900 | ||
Accounts Receivable [Member] | CHILE | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 100.00% | |||
Accounts Receivable [Member] | Customer One [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 100.00% | 60.00% | ||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 38.00% | |||
Accounts Receivable [Member] | Customer Three [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 2.00% | |||
Sales [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 87.80% | 74.00% | ||
Sales [Member] | CHILE | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 22.80% | |||
Sales [Member] | MEXICO | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 5.30% | |||
Sales [Member] | Customer One [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 65.00% | 49.00% | ||
Sales [Member] | Customer Two [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Concentration Risk, Percentage | 22.80% | 25.00% | ||
Zero Gravity Solutions, Ltd. [Member] | ||||
Organization Consolidation And Presentation of Financial Statement [Line Items] | ||||
Minority Interest Ownership Percentage By Parent | 100.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation | $ (9,290) | $ (1,690) |
Property and Equipment - Net | 51,736 | 44,142 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,082 | 4,937 |
Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 53,944 | $ 40,895 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015 | Mar. 31, 2015 | Aug. 29, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 122,631 | $ 0 | ||||
Royalty Expense | 8,013 | 467 | ||||
Proceeds from Related Party Debt | 500,000 | 0 | ||||
Royalty Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty Revenue | 137,362 | 11,218 | ||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 25 years | |||||
Royalty Expense | $ 2,500 | |||||
Concentration Risk, Percentage | 5.00% | |||||
Advance Royalties, Total | 193,282 | 50,356 | ||||
Fair Value, Measurements, Recurring [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Liabilities, Fair Value Disclosure, Recurring | $ 416,618 | |||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Fair Value Assumptions, Expected Volatility Rate | 184.20% | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.66% | |||||
Fair Value Assumptions, Expected Term | 5 years | |||||
Debt Instrument, Unamortized Discount | 227,258 | |||||
Other Expenses, Total | $ 104,627 | |||||
Notes Payable, Other Payables [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants To Purchase Common Stock Shares | 350,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||
Notes Payable, Total | $ 500,000 | |||||
Consulting Agreement Term | 6 months | |||||
Professional Fees | $ 200,000 | |||||
Williams Investment Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest Expense, Related Party | $ 525 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Notes Payable, Total | 20,000 | |||||
Proceeds from Related Party Debt | $ 15,000 | $ 20,000 | ||||
Notes Payable, Related Parties | $ 11,000 | 11,000 | ||||
Interest Payable, Current | $ 2,064 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | $ 84,903 | $ 76,714 |
Research and Development Expense | 26,881 | $ 128,194 |
Reimbursable Space Act Agreement [Member] | ||
Operating Leased Assets [Line Items] | ||
Research and Development Expense | $ 373,750 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 8.00% |
EQUITY (Details)
EQUITY (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants, Outstanding at Beginning Balance | shares | 1,926,900 |
Number of Warrants, Granted | shares | 6,190,175 |
Number of Warrants, Outstanding at Ending Period | shares | 8,117,075 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 0.50 |
Weighted Average Exercise Price, Granted | $ / shares | 1.70 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | $ 1.41 |
Weighted Average Remaining Contractual Life, Exercisable at Ending Period (in years) | 4 years 8 months 12 days |
Outstanding and exercisable, Aggregate Intrinsic Value | $ | $ 1,621,989 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Payments of Stock Issuance Costs | $ 536,250 | $ 95,750 | ||||
Issuance of Stock and Warrants for Prepaid Services or Claims | $ 36,438 | 0 | ||||
Transaction 2014 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 558,669 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 157.54% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.49% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.82% | |||||
Warrants To Purchase Common Stock Shares | 263,230 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||
Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Warrants To Purchase Common Stock Shares | 196,000 | 3,634,000 | ||||
Proceeds from Issuance of Warrants | $ 3,634,000 | |||||
Proceeds from Issuance Initial Public Offering | $ 10,000,000 | |||||
Stock Incentive Plan [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 4,000,000 | |||||
Private Placement [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Warrants To Purchase Common Stock Shares | 146,325 | |||||
Private Placement [Member] | Transaction 2014 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 4,365,597 | |||||
Stock Issued During Period, Value, New Issues | $ 2,182,799 | |||||
Payments of Stock Issuance Costs | $ 95,750 | |||||
Shares Issued, Price Per Share | $ 0.50 | |||||
Private Placement [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 6,141,000 | |||||
Warrants To Purchase Common Stock Shares | 4,226,675 | |||||
New Private Offering [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Warrant Term | 5 years | |||||
New Private Offering [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Proceeds from Issuance of Warrants | $ 4,542,500 | |||||
Shares Issued, Price Per Share | $ 1.25 | |||||
Private Placement Authorized Shares | 8,000,000 | |||||
Offering Cost On Issuance Of Warrants | $ 419,250 | |||||
Issued one [Member] | Transaction 2014 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 555,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 277,500 | |||||
Shares Issued, Price Per Share | $ 0.50 | |||||
Issued one [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 75,000 | |||||
Shares Issued, Price Per Share | $ 0.50 | |||||
Issued Two [Member] | Transaction 2014 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 125,000 | |||||
Shares Issued, Price Per Share | $ 0.50 | |||||
Issued Two [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 201,500 | |||||
Stock Issued During Period, Value, Issued for Services | $ 403,000 | |||||
Shares Issued, Price Per Share | $ 2 | |||||
Issued Three [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 25,625 | |||||
Stock Issued During Period, Shares, Issued for Services | 20,500 | |||||
Shares Issued, Price Per Share | $ 1.25 | |||||
Common Stock [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Issuance of Stock and Warrants for Prepaid Services or Claims | $ 36,438 | $ 83,333 | ||||
Common Stock [Member] | Issued one [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share Price | $ 0.50 | |||||
Stock Issued During Period, Shares, New Issues | 2,507,000 | |||||
Stock Issued During Period, Value, New Issues | $ 1,253,000 | |||||
Payments of Stock Issuance Costs | $ 117,000 | |||||
Warrant [Member] | Transaction 2014 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Warrants To Purchase Common Stock Shares | 1,208,000 | |||||
Warrant [Member] | Placement Agent [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 2 | ||||
Warrant [Member] | Direct Offering Cost One [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Warrants To Purchase Common Stock Shares | 396,675 | |||||
Warrant One [Member] | Employees and Consultants [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 644,406 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.29% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.69% | |||||
Warrants To Purchase Common Stock Shares | 1,056,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||
Warrant One [Member] | Employees and Consultants [Member] | Maximum [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 184.20% | |||||
Warrant One [Member] | Employees and Consultants [Member] | Minimum [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 157.54% | |||||
Warrant Two [Member] | Employees and Consultants [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 93,578 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 184.20% | |||||
Warrants To Purchase Common Stock Shares | 50,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.57% | |||||
Warrants Issued with Debt - Related Party [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Warrants To Purchase Common Stock Shares | 350,000 | |||||
Warrant Three [Member] | Employees and Consultants [Member] | Transaction 2015 [Member] | ||||||
Share Based Payment Award, Fair Value Assumption [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 659,112 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 184.20% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.29% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.75% | |||||
Warrants To Purchase Common Stock Shares | 507,500 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal income tax benefit at 34% | $ (1,665,000) | $ (974,000) |
State income tax net of federal tax effect | (245,000) | (143,000) |
Permanent items | 8,000 | 11,000 |
Other | 40,000 | 0 |
Valuation allowance | 1,862,000 | 1,106,000 |
Income Tax Expense Benefit | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets (liabilities): | ||
Net operating loss carry forwards | $ 2,375,000 | $ 1,059,000 |
Property and equipment | (8,000) | $ (9,000) |
Debt discount related to warrants | 41,000 | |
Accruals and other | 5,000 | $ 6,000 |
Stock-based compensation | 1,010,000 | 505,000 |
Deferred tax asset | 3,423,000 | 1,561,000 |
Valuation allowance | (3,423,000) | (1,561,000) |
Deferred Tax Assets, Net, Total | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% |
Operating Loss Carryforwards | $ 6.1 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 20, 2016 | Dec. 31, 2015 | |
Private Placement [Member] | ||
Subsequent Event [Line Items] | ||
Warrants To Purchase Common Stock Shares | 146,325 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Private Placement | $ 1,627,500 | |
Private Placement Issuance Offering Cost | 162,750 | |
Subsequent Event [Member] | Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Value, New Issues | 1,302,000 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 1,302,000 |