Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 18, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Blow & Drive Interlock Corp | |
Entity Central Index Key | 1,586,495 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,645,688 | |
Trading Symbol | BDIC | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 194,871 | $ 9,103 |
Accounts receivable, net | 49,489 | 1,591 |
Prepaid expenses | 2,900 | 2,573 |
Inventories | 10,650 | 10,365 |
Total Current Assets | 257,910 | 23,632 |
Other Assets | ||
Deposits | 18,225 | 6,225 |
Furniture and equipment, net | 188,824 | 45,647 |
Total Assets | 464,959 | 75,504 |
Current Liabilities | ||
Accounts payable | 21,135 | 10,367 |
Accrued expenses | 43,884 | 53,881 |
Accrued interest | 3,452 | 2,000 |
Income taxes payable | 5,700 | 4,100 |
Deferred revenue | 63,553 | 81,674 |
Derivative liability | 54,123 | 51,325 |
Notes payable, current portion | 22,943 | 10,200 |
Notes payable - related party, current portion | 46,683 | 54,341 |
Convertible note payable | 3,065 | |
Total Current Liabilities | 264,538 | 267,888 |
Long term liabilities | ||
Notes payable, net of current portion and discount | 47,943 | |
Notes payable - related party, net of current portion and discount | 74,384 | 86,066 |
Convertible note payable, net of current portion and discount | 23,545 | 12,614 |
Accrued royalties payable | 120,000 | |
Total Liabilities | 530,410 | 366,568 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; none outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized. 16,477,167 and 15,006,750 shares outstanding at September 30, 2016 and December 31, 2105, respectively. 18,044,588 and 15,006,750 shares issued or issuable at September 30, 2016 and December 31, 2015, respectively | 1,803 | 1,500 |
Additional paid-in capital | 1,179,785 | 438,547 |
Accumulated deficit | (1,247,039) | (731,111) |
Total Stockholders' Deficit | (65,451) | (291,064) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 464,959 | $ 75,504 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,044,588 | 15,006,750 |
Common stock, shares outstanding | 16,477,167 | 15,006,750 |
Consolidated Statement of Opera
Consolidated Statement 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] | ||||
Monitoring revenues | $ 65,533 | $ 2,134 | $ 200,188 | $ 2,134 |
Distributorship revenues | 78,225 | 78,225 | ||
Total revenues | 143,758 | 2,134 | 278,413 | 2,134 |
Monitoring cost of revenue | 8,899 | 801 | 26,617 | 801 |
Total cost of revenues | 8,899 | 801 | 26,617 | 801 |
Gross Profit | 134,859 | 1,333 | 251,796 | 1,333 |
Operating expenses: | ||||
Payroll | 30,739 | 40,658 | 95,986 | 133,152 |
Professional fees | 4,266 | 12,554 | 65,887 | 59,554 |
General and administrative expenses (including $166,883 of stock based payments) | 115,868 | 55,193 | 341,827 | 105,172 |
Research and development | 2,155 | 59,785 | ||
Depreciation | 16,041 | 972 | 32,971 | 1,655 |
Total operating expenses | 166,914 | 111,532 | 536,671 | 359,318 |
Loss from operations | (32,055) | (110,199) | (284,875) | (357,985) |
Other income (expense): | ||||
Interest expense | (41,789) | (6,575) | (111,714) | (12,619) |
Change in fair value of derivative liability | 16,814 | 6,985 | (2,798) | (6,985) |
Gain (loss) on extinguishment of debt | (116,541) | (116,541) | ||
Total other income (expense) | (141,516) | 410 | (231,053) | (19,604) |
Net income (loss) | $ (173,571) | $ (109,789) | $ (515,928) | $ (377,589) |
Basic and dilutive loss per common share | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding - basic and diluted | 16,333,870 | 15,004,000 | 15,646,423 | 14,956,476 |
Consolidated Statement of Oper5
Consolidated Statement of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Stock based payments | $ 59,520 | $ 166,883 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - 9 months ended Sep. 30, 2016 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 1,500 | $ 438,547 | $ (731,111) | $ (291,064) |
Beginning Balance , shares at Dec. 31, 2015 | 15,006,750 | |||
Shares issued for services | $ 33 | 166,850 | 166,883 | |
Shares issued for services, shares | 326,417 | |||
Shares issued for cash | $ 114 | 172,386 | 172,500 | |
Shares issued for cash, shares | 1,142,667 | |||
Shares issued related to debt | $ 156 | 402,002 | 402,158 | |
Shares issued related to debt, shares | 1,568,754 | |||
Net loss | (515,928) | (515,928) | ||
Ending Balance at Sep. 30, 2016 | $ 1,803 | $ 1,179,785 | $ (1,247,039) | $ (65,451) |
Ending Balance , shares at Sep. 30, 2016 | 18,044,588 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (515,928) | $ (377,589) |
Adjustments to reconcile from net loss to net cash used in operating activities: | ||
Depreciation | 32,971 | 1,655 |
Shares issues for services | 166,883 | |
Loss on extinguishments of debt | 116,541 | |
Amortization of debt discount | 89,109 | 530 |
Change in fair value of derivative liability | 2,798 | 6,985 |
Changes in operating assets and liabilities | ||
Accounts receivable | (47,898) | (32,500) |
Prepaid expenses | (327) | (2,828) |
Deposits | (12,000) | (6,225) |
Accounts payable | 10,767 | |
Accrued expenses | (8,397) | 23,656 |
Accrued interest | 1,452 | (9,412) |
Deferred revenue | (18,121) | 92,885 |
Net cash used in operating activities | (182,150) | (302,843) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | (176,433) | (63,649) |
Net cash used in investing activities | (176,433) | (63,649) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 471,199 | 15,000 |
Repayments of notes payable | (99,348) | (10,738) |
Proceeds from issuance of common stock | 172,500 | 101,235 |
Net cash provided by financing activities | 544,351 | 105,497 |
Net increase (decrease) in cash | 185,768 | (260,995) |
Cash, beginning of period | 9,103 | 272,692 |
Cash, end of period | 194,871 | 11,697 |
Supplemental disclosure of cash flow information: | ||
Interest | 21,288 | 18,286 |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued for services | 166,883 | |
Establishment of debt discount for accrued royalties payable | $ 120,000 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Blow & Drive Interlock (the Company) was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company markets and rents alcohol ignition interlock devices to DUI/DWI offenders as part of their mandatory court or motor vehicle department programs. The Company has approval for its device in the following states: California, Colorado, Kansas, New York, Tennessee, Arizona, Oregon, Kentucky, Pennsylvania, and Texas. In 2015, The Company formed BDI Manufacturing, Inc., an Arizona corporation, which is a 100% wholly owned subsidiary of Blow & Drive Interlock Corporation. The Company markets, installs and monitors a breath alcohol ignition interlock device (BAIID) called the BDI-747/1, which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the drivers blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (driving under the influence or driving while intoxicated) offenders as part of a mandatory court or motor vehicle department program. During the year ended December 31, 2015, the Company began to license others to distribute the BDI-747/1 and provide services related to the device. The distributorships are for specific geographical areas (either entire states or certain counties within states). The Company currently has entered into four distributorship agreements. Under the distribution agreements the Company typically receives a onetime fee, and then is entitled to receive a per unit registration fee and a per unit monthly fee for each BDI-747/1 unit the distributor has in inventory or on the road beginning thirty (30) days after the distributor receives the unit. Since December 31, 2015, the Company has received the monthly fees related to one distributor. In addition, the company has begun recognizing monthly fee income from units the Company has installed into customers vehicles. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company. Going Concern The Companys unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2016, the Company had an accumulated deficit of $1,247,039. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Companys current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Companys plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital to continue its operations as it rolls out its current products. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99, Revenue Recognition, Overall, SEC Materials Distributorships Revenue is recognized pursuant to ASC Topic 605, Revenue Recognition (ASC 605). Monthly per unit fee revenue is earned and recognized over the term of the contract as support services are provided. Revenues from territory exclusivity are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured. The Company enters into arrangements that include multiple deliverables, which typically consist of the sale of exclusive distributorship territory rights, startup supplies package, promotional material, three weeks of onsite training and ongoing monthly support services. The Company accounts for each material element within an arrangement with multiple deliverables as separate units of accounting. Revenue is allocated to each unit of accounting under the guidance of ASC Topic 605-25, Multiple-Element Revenue Arrangements, which provides criteria for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable is based on vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The Company is required to determine the best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The Company generally does not separately sell distributorships or training on a standalone basis. Therefore, the Company does not have VSOE for the selling price of these units nor is third party evidence available and thus management uses its best estimate of selling prices in their allocation of revenue to each deliverable in the multiple element arrangement. Monitoring fees on Company installed units The Company rents units directly to customers and installs the units in the customers vehicles. The rental periods range from a few months to 2 years and include a combination of down payments made by the customer and monthly payments paid under the agreements with the Company. Revenue is recognized from these companies on the straight line basis over the term of the agreement. Amounts collected in excess of those earned are classified as deferred revenue in the balance sheet, and amounts earned in excess of amounts collected are reflected in accounts receivable in the balance sheet at September 30, 2016 and December 31, 2015. Accounts Receivable and Allowance for Doubtful Accounts The Companys accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with managements estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of September 30, 2016 and December 31, 2015 is adequate, but actual write-offs could exceed the recorded allowance. Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation Stock Compensation For modifications of convertible debt, the Company recorded a modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which is then amortized to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of September 30, 2016 and December 31, 2015, the Company did not have any level 3 assets or liabilities. As of September 30, 2016 and December 31, 2015, the derivative liabilities are considered level 2 items. Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Stock Based Compensation The Company recognizes stock-based compensation in accordance with FASB ASC Topic 718 Stock Compensation For non-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees Concentrations All of the Companys ignition interlock devices are purchased from one supplier in China. The loss of this supplier could have a material impact on the Companys ability to timely obtain additional units. Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases 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. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprises financial statements in accordance with ASC Topic 740, Accounting for Income Taxes Recently Issued Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2015, the FASB issued guidance related to the presentation of deferred income taxes. The guidance requires that deferred tax assets and liabilities are classified as non-current in a consolidated balance sheet. This guidance is effective in the first quarter of 2017 and is not expected to materially impact financial position or net earnings. In February 2016, the FASB issued a new accounting standard on leasing. The new standard will require companies to record most leased assets and liabilities on the balance sheet, and also proposes a dual model for recognizing expense. This guidance will be effective in the first quarter of 2019 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on consolidated financial statements. |
Furniture and Equipment
Furniture and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Furniture and Equipment | Note 3 Furniture and Equipment Furniture and equipment consist of the following: September 30, 2016 December 31, 2015 Monitoring Units $ 219,898 $ 46,150 Furniture, Fixtures, and Equipment 4,798 2,398 Total Assets 224,696 48,548 Less: accumulated depreciation (35,872 ) (2,901 ) Furnitue and Equipment, net 188,824 45,647 Depreciation expense for the three and nine months ended September 30, 2016 and 2015 amounted to $16,041 and $32,971 and $972, and $1,655, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 4 Accrued Expenses Accrued Expense consist of the following: September 30, 2016 December 31, 2015 Accrued professional fees $ 750 $ 27,013 Accrued wages 18,700 1,949 Accrued payroll taxes 24,434 7,419 Refundable distributorship deposit - 17,500 Total $ 43,884 $ 53,881 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 5 - Deferred revenue The Company classifies income as deferred until the terms of the contract or time frame have been met within the Companys revenue recognition policy. As of September 30, 2016 and December 31, 2015 deferred revenue totaled $63,553 and 81,674, with $0, and $50,000, respectively, related to distributorship agreements. The remaining deferred revenue relates to Company serviced ignition interlock monitoring customers. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 Notes Payable Notes payable consist of the following: September 30, 2016 December 31, 2015 Principal Accrued Interest Principal Accrued Interest Convertible notes Convetible note #1 7,500 86 15,000 - Debt Discount (4,435 ) - (8,426 ) Convertible note #2 50,000 1,667 50,000 - Debt Discount (26,455 ) - (43,960 ) Subtotal convertible notes net 26,610 1,753 12,614 - Promissory notes Promissory note #1 4,750 368 10,200 333 Promissory note #2 25,740 - - - Debt Discount (7,547 ) - - Promissory note #3 50,000 750 - - Debt Discount (38,542 ) - - Promissory note #4 10,000 (200 ) - 1,667 Debt Discount (9,615 ) - - Promissory note #5 36,100 - - - Subtotal promissory notes 70,886 918 10,200 2,000 Royalty notes Royalty note #1 55,313 - - - Debt Discount (55,313 ) - - Royalty note #2 50,938 - - - Debt Discount (50,938 ) - - Royalty note #3 192,000 - - - Debt Discount (192,000 ) - - Subtotal royalty notes - - - - Related party promissory note Related party promissory note 121,067 782 140,407 - Total 218,563 3,453 163,221 2,000 Current portion 72,691 3,453 66,541 2,000 Long-term portion $ 145,872 $ - $ 96,680 $ - Convertible note #1: On August 7, 2015, the Company entered into an agreement with a third party non-affiliate and issued a 7.5% interest bearing convertible debenture for $15,000 due on August 7, 2017, with conversion features commencing after 180 days following the date of the note. Payments of interest only are due monthly beginning September 2015. The loan is convertible at 70% of the average of the closing prices for the common stock during the five trading days prior to the conversion date. In connection with this Convertible note payable, the Company recorded a $5,770 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 8). On May 6, 2016 the note holder elected to convert $7,500 in principal into 30,000 shares of common stock. In connection with the issuance of the August Convertible Note Payable, the Company issued a warrant on August 7, 2015 to purchase 30,000 shares of the Companys common stock at a purchase price of $0.50 per share. The Black Scholes model was used in valuing the warrants in determining the relative fair value of the warrants issued in connection with the convertible note payable using the following inputs: Expected Term 3 years, Expected Dividend Rate 0%, Volatility 100%, Risk Free Interest Rate -1.08%. The Company recorded an additional $4,873 discount on debt, related to the relative fair value of the warrants issued associated with the note to be amortized over the life of the note. Convertible note #2 On November 24, 2015, the Company entered into an agreement with an existing non-affiliated shareholder, and issued a 10% interest bearing convertible debenture for $50,000 due on November 19, 2017. Payments of interest only are due monthly beginning December 2015. The loan is convertible at 70% of the average of the closing prices for the common stock during the five trading days prior to the conversion date, but may not be converted if such conversion would cause the holder to own more than 9.9% of outstanding common stock after giving effect to the conversion (which limitation may be removed by the holder upon 61 days advanced notice to the company). In connection with this Convertible Note Payable, the Company recorded a $32,897 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 7). As of September 30, 2016 this note has not been converted. In connection with the issuance of the November convertible note payable, the Company issued a warrant to purchase 80,000 shares of common stock at an exercise price of $0.80 per share. The warrant has an exercise period of two years from the date of issuance. The Black Scholes model was used in valuing the warrants in determining the relative fair value of the warrants issued in connection with the convertible note payable using the following inputs: Expected Term 2 years, Expected Dividend Rate 0%, Volatility 100%, Risk Free Interest Rate -.61%. The Company recorded an additional $13,783 discount on debt, related to the relative fair value of the warrants issued associated with the note to be amortized over the life of the note. Promissory note #1: On December 18, 2015, the Company entered into a borrowing facility with a third party. The initial note value was for a principal balance of $10,200. The Company is allowed to draw limited additional funds at any time. The interest due is dependent on a cost schedule that is tied to the date of repayment of the principle. Due dates for each draw are 6 months from the draw date and range from December 1, 2016 through February 16, 2017. Promissory note #2: On January 29, 2016, the Company entered into a note payable agreement with a third party. The note was for a principal balance of $44,850 in exchange for $29,505 in cash. The initial borrowing was paid back in August 2016. Subsequent to this initial repayment, the Company borrow an additional $28,600 in September of 2016. The current borrowing is paid back via daily ACH debits for $204 per business day with a target extinguishment in March 2017. Promissory note #3: On March 30, 2016, the Company provided an agreement to a third party to obtain a $50,000 promissory note in exchange for 50,000 restricted common shares and $50,000 in cash. The promissory note has a maturity date of June 30, 2018, and bears interest at 18% per annum. The purchaser did not sign the agreement nor deliver the proper consideration prior to March 31, 2016. The exchange of the $50,000 in cash consideration by the purchaser and the issuance of the 50,000 restricted common shares by the Company was made in conjunction with delivery of the signed purchase agreement and promissory note on April 5, 2016. The Company recorded a debt discount of $50,000 related to the relative fair value of the issued shares associated with the note to be amortized over the life of the note. Promissory note #4: On September 23, 2016, the Company provided an agreement to a third party to obtain a $10,000 promissory note in exchange for 100,000 restricted common shares and $10,000 in cash. The promissory note has a maturity date of October 31, 2017 and bears interest at 24% per annum. The Company recorded a debt discount of $10,000 related to the relative fair value of the issued shares associated with the note to be amortized over the life of the note. Promissory note #5: On September 30, 2016, the Company provided an agreement to a third party to obtain a $36,100 promissory note in exchange for $36,100 in cash. The promissory note has a maturity date of October 1, 2017 and bears interest payments of $376 per month and a balloon payment for principle upon maturity. Royalty note #1: On January 20, 2016, the company entered into a non-interest bearing note payable and royalty agreement with a third party. Under the note, the Company borrowed $65,000 and begin to repay the principal amount at a rate of approximately $937 per month with escalations to approximately $3,531 per month as of February 2017 until the note is paid in full. In addition, starting in February 2018, the Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. In connection with this note, the Company recorded a debt discount of $65,000 relating to the future royalty payments On September 30, 2016, the Company entered into Amendment No. 1 to Royalty note #1 in order to remove a security interest in the Companys assets to secure repayment of the original note and amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25 th Royalty note #2: On March 29, 2016, the company consummated a non-interest bearing note payable and royalty agreement with a relative of the CEO with terms almost identical to the note referenced above. Under the note, the Company borrowed $55,000 and begin to repay the principal amount at a rate of approximately $937 per month with escalations to approximately $3,531 per month as of April 2017 until the note is paid in full. In addition, starting in February 2018, the Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. In connection with this note, the Company recorded a debt discount of $55,000 relating to the future royalty payments On September 30, 2016, the Company entered into Amendment No. 1 to Royalty note #2 to amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25 th Royalty note #3: On September 30, 2016, the Company entered into a Loan and Security Agreement (the LSA) with Doheny Group, LLC, a Delaware limited liability company (Doheny), under which Doheny agreed to loan up to $542,400 in two phases, to be used to acquire additional parts and supplies to manufacture the Companys proprietary breath alcohol ignition interlock devices. Under the terms of the LSA, the first phase will be a loan of up to $192,000 to acquire parts and supplies to manufacture 600 Devices; and the second phase will be a loan of up to $350,400 to acquire parts and supplies to manufacture 1,000 Devices. The Phase 1 Loan was funded in the amount of $192,000 by Doheny on September 30, 2016, upon which the Company forwarded the funds to its supplier on or about October 5, 2016, in order to acquire parts and supplies to manufacture 600 Devices. Both the Phase 1 Loan and the Phase 2 Loan mature three years from the date of funding, and are at an interest rate of 25% per annum. The Company can prepay the Phase 1 Loan and the Phase 2 Loan (if applicable) at any time without penalty. In exchange for Doheny funding the Phase 1 Loan, the Company issued Doheny a promissory note for $192,000 and also issued Doheny shares of common stock equal to 4.99% of the then-outstanding common stock, pursuant to the terms of a stock purchase agreement. As a result, on or about October 7, 2016, the Company issued Doheny 845,913 shares of common stock. If Doheny funds the Phase 2 Loan then the Company is obligated to issue Doheny that number of additional shares of common stock that equals 5% of the then-outstanding common stock. Until the Company repays the Phase 1 Loan and the Phase 2 Loan, as applicable, Doheny has anti-dilution rights for the percentage of stock Doheny owns in the event the Company issues additional shares of common stock during that period. The Company also entered into a Royalty Agreement with Doheny, under which Doheny was granted perpetual royalty rights on all Devices when the Company has 500 or more Devices in service whether leased to end users or distributors. The royalty amounts vary between $1 and $2 per Device depending on a variety of factors. The Company recorded a debt discount of $192,000 related to the relative fair value of the issued shares associated with the Phase 1 note to be amortized over the life of the note. Subsequent to September 30, 2016, the Company has issued an additional 54,508 common shares in connection with the anti-dilution provisions of this note. Related party promissory note On February 16, 2014, the Company entered into a note payable agreement with Laurence Wainer, the director, President and sole officer of the Company. The note was for a principal balance of $160,000 and bears interest at 7.75% per annum. Principal and interest payments are due in 60 equal monthly installments beginning in March 2014 of $3,205. The Company and Laurence Wainer entered into an additional agreement effective April 2014 suspending loan repayments until January 2015. As of January 2015, the payments have resumed. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 7 Derivative Financial Instruments The Company applies the provisions of ASC Topic 815-40, Contracts in Entitys Own Equity (ASC Topic 815-40), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Black Sholes Model. The Company has a $7,500 and a $50,000 convertible note with variable conversion pricing outstanding at September 30, 2016. The following inputs were used in within the Black Sholes Model to determine the initial relative fair value: Expected Term .85 and 1.11 years, Expected Dividend Rate 0%, Volatility 312%, Risk Free Interest Rate - 0.55%. The Company revalues these derivatives each quarter using the Black Sholes Model. The change in valuation is accounted for as a gain or loss in derivative liability. The following table describes the Derivative liability as of September 30, 2016 and December 31, 2015. Balance December 31, 2015 51,325 Change in fair market value of derivative 2,798 Balance September 30, 2016 54,123 |
Accrued Royalties Payable
Accrued Royalties Payable | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Royalties Payable | |
Accrued Royalties Payable | Note 8 Accrued Royalties Payable In connection with the Royalty Notes number 1 and 2 as discussed in Note 6 above the Company has estimated the royalties to be paid out in perpetuity. No payments are due for royalties until February 2018 unless the Company hits certain sales milestones as set forth in the royalty agreements earlier. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 Stockholders Equity Preferred Stock The Companys articles of incorporation authorize the Company to issue up to 50,000,000 preferred shares of $0.001 par value, having preferences to be determined by the Board of Directors for dividends, and liquidation of the Companys assets. As of September 30, 2016 and December 31, 2015, the Company had no preferred shares outstanding. Common Stock Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Companys ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared any dividends since incorporation. During the nine months ended September 30, 2016, the Company issued 326,417 shares of $0.001 par value common stock for services with a value of $166,883. The Company also issued shares in connection with debt of 1,568,754 for an aggregate fair value of $402,158. Additionally, the Company issued and sold 1,142,667 shares of its common stock to several investors for an aggregate purchase price of $172,500. The total number of shares issued or issuable as of September 30, 2016 was 18,044,588. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants | |
Warrants | Note 10 Warrants The following table reflects warrant activity as during the nine months ended September 30, 2016: Warrants for Weighted Common Average Shares Exercise Price Outstanding as of December 31, 2015 110,000 $ 0.72 Granted - - Exercised - - Forfeited, cancelled, expired - - Outstanding as of September 30, 2016 110,000 $ 0.72 |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 11 Income (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, Earnings per Share. The following shares are not included in the computation of diluted income (loss) per share, because their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Preferred shares - - - - Convertible notes 194,008 3,594 205,737 1,211 Warrants 110,000 - 110,000 - Options - - - - Total anti-dilutive weighted average shares 304,008 3,594 315,737 1,211 If all dilutive securities had been exercised at September 30, 2016 the total number of common shares outstanding would be as follows: September 30, 2016 Common Shares 15,040,750 Preferred Shares - Convertible notes 194,008 Warrants 110,000 Options - Total potential shares 15,344,758 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 Commitments and Contingencies On January 21, 2015, the Company and Mr. Wainer entered into a two-year lease with Marsel Plaza LLC for a storefront location at 1080 South La Cienega Boulevard, Suite 304, Los Angeles, California 90035. Base rent under the lease is $1,450 per month. The lease began on February 1, 2015. Legal Proceedings In the ordinary course of business, the Company from time to time is involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the Companys financial condition and/or results of operations. However, in the opinion of management, other than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the Companys financial position or results of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events The Company follows the guidance in FASB ASC Topic 855, Subsequent Events In October and November 2016, the Company issued 1,320,513 shares of common stock that were issuable at September 30, 2016. |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company. |
Going Concern | Going Concern The Companys unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2016, the Company had an accumulated deficit of $1,247,039. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Companys current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Companys plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital to continue its operations as it rolls out its current products. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99, Revenue Recognition, Overall, SEC Materials Distributorships Revenue is recognized pursuant to ASC Topic 605, Revenue Recognition (ASC 605). Monthly per unit fee revenue is earned and recognized over the term of the contract as support services are provided. Revenues from territory exclusivity are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured. The Company enters into arrangements that include multiple deliverables, which typically consist of the sale of exclusive distributorship territory rights, startup supplies package, promotional material, three weeks of onsite training and ongoing monthly support services. The Company accounts for each material element within an arrangement with multiple deliverables as separate units of accounting. Revenue is allocated to each unit of accounting under the guidance of ASC Topic 605-25, Multiple-Element Revenue Arrangements, which provides criteria for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable is based on vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The Company is required to determine the best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The Company generally does not separately sell distributorships or training on a standalone basis. Therefore, the Company does not have VSOE for the selling price of these units nor is third party evidence available and thus management uses its best estimate of selling prices in their allocation of revenue to each deliverable in the multiple element arrangement. Monitoring fees on Company installed units The Company rents units directly to customers and installs the units in the customers vehicles. The rental periods range from a few months to 2 years and include a combination of down payments made by the customer and monthly payments paid under the agreements with the Company. Revenue is recognized from these companies on the straight line basis over the term of the agreement. Amounts collected in excess of those earned are classified as deferred revenue in the balance sheet, and amounts earned in excess of amounts collected are reflected in accounts receivable in the balance sheet at September 30, 2016 and December 31, 2015. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Companys accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with managements estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of September 30, 2016 and December 31, 2015 is adequate, but actual write-offs could exceed the recorded allowance. |
Convertible Debt and Warrants Issued with Convertible Debt | Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation Stock Compensation For modifications of convertible debt, the Company recorded a modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which is then amortized to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of September 30, 2016 and December 31, 2015, the Company did not have any level 3 assets or liabilities. As of September 30, 2016 and December 31, 2015, the derivative liabilities are considered level 2 items. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with FASB ASC Topic 718 Stock Compensation For non-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees |
Concentrations | Concentrations All of the Companys ignition interlock devices are purchased from one supplier in China. The loss of this supplier could have a material impact on the Companys ability to timely obtain additional units. |
Income Taxes | Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases 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. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprises financial statements in accordance with ASC Topic 740, Accounting for Income Taxes |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2015, the FASB issued guidance related to the presentation of deferred income taxes. The guidance requires that deferred tax assets and liabilities are classified as non-current in a consolidated balance sheet. This guidance is effective in the first quarter of 2017 and is not expected to materially impact financial position or net earnings. In February 2016, the FASB issued a new accounting standard on leasing. The new standard will require companies to record most leased assets and liabilities on the balance sheet, and also proposes a dual model for recognizing expense. This guidance will be effective in the first quarter of 2019 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on consolidated financial statements. |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Furniture and Equipment | Furniture and equipment consist of the following: September 30, 2016 December 31, 2015 Monitoring Units $ 219,898 $ 46,150 Furniture, Fixtures, and Equipment 4,798 2,398 Total Assets 224,696 48,548 Less: accumulated depreciation (35,872 ) (2,901 ) Furnitue and Equipment, net 188,824 45,647 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Accrued Expense consist of the following: September 30, 2016 December 31, 2015 Accrued professional fees $ 750 $ 27,013 Accrued wages 18,700 1,949 Accrued payroll taxes 24,434 7,419 Refundable distributorship deposit - 17,500 Total $ 43,884 $ 53,881 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: September 30, 2016 December 31, 2015 Principal Accrued Interest Principal Accrued Interest Convertible notes Convetible note #1 7,500 86 15,000 - Debt Discount (4,435 ) - (8,426 ) Convertible note #2 50,000 1,667 50,000 - Debt Discount (26,455 ) - (43,960 ) Subtotal convertible notes net 26,610 1,753 12,614 - Promissory notes Promissory note #1 4,750 368 10,200 333 Promissory note #2 25,740 - - - Debt Discount (7,547 ) - - Promissory note #3 50,000 750 - - Debt Discount (38,542 ) - - Promissory note #4 10,000 (200 ) - 1,667 Debt Discount (9,615 ) - - Promissory note #5 36,100 - - - Subtotal promissory notes 70,886 918 10,200 2,000 Royalty notes Royalty note #1 55,313 - - - Debt Discount (55,313 ) - - Royalty note #2 50,938 - - - Debt Discount (50,938 ) - - Royalty note #3 192,000 - - - Debt Discount (192,000 ) - - Subtotal royalty notes - - - - Related party promissory note Related party promissory note 121,067 782 140,407 - Total 218,563 3,453 163,221 2,000 Current portion 72,691 3,453 66,541 2,000 Long-term portion $ 145,872 $ - $ 96,680 $ - |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The following table describes the Derivative liability as of September 30, 2016 and December 31, 2015. Balance December 31, 2015 51,325 Change in fair market value of derivative 2,798 Balance September 30, 2016 54,123 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Schedule of Warrant Activity | The following table reflects warrant activity as during the nine months ended September 30, 2016: Warrants for Weighted Common Average Shares Exercise Price Outstanding as of December 31, 2015 110,000 $ 0.72 Granted - - Exercised - - Forfeited, cancelled, expired - - Outstanding as of September 30, 2016 110,000 $ 0.72 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares are not included in the computation of diluted income (loss) per share, because their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Preferred shares - - - - Convertible notes 194,008 3,594 205,737 1,211 Warrants 110,000 - 110,000 - Options - - - - Total anti-dilutive weighted average shares 304,008 3,594 315,737 1,211 |
Schedule of Dilutive Securities of Common Shares Outstanding | If all dilutive securities had been exercised at September 30, 2016 the total number of common shares outstanding would be as follows: September 30, 2016 Common Shares 15,040,750 Preferred Shares - Convertible notes 194,008 Warrants 110,000 Options - Total potential shares 15,344,758 |
Organization and Nature of Bu28
Organization and Nature of Business (Details Narrative) | Dec. 31, 2015 |
Arizona corporation [Member] | |
Ownership percent | 100.00% |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative | ||
Accumulated deficit | $ 1,247,039 | $ 731,111 |
Maximum percentage of carrying value of debt | 10.00% |
Furniture and Equipment (Detail
Furniture and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 16,041 | $ 972 | $ 32,971 | $ 1,655 |
Furniture and Equipment - Sched
Furniture and Equipment - Schedule of Furniture and Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Total assets | $ 224,696 | $ 48,548 |
Less: accumulated depreciation | (35,872) | (2,901) |
Furniture and equipment, net | 188,824 | 45,647 |
Monitoring Units [Member] | ||
Total assets | 219,898 | 46,150 |
Furniture, Fixtures, And Equipment [Member] | ||
Total assets | $ 4,798 | $ 2,398 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Other Current Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 750 | $ 27,013 |
Accrued wages | 18,700 | 1,949 |
Accrued payroll taxes | 24,434 | 7,419 |
Refundable distributorship deposit | 17,500 | |
Total | $ 43,884 | $ 53,881 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred revenue | $ 63,553 | $ 81,674 |
Distributorship Agreements [Member] | ||
Deferred revenue | $ 0 | $ 50,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Sep. 30, 2016USD ($) | Sep. 23, 2016USD ($)shares | May 06, 2016USD ($)shares | Apr. 05, 2016USD ($)shares | Mar. 30, 2016USD ($)shares | Mar. 29, 2016USD ($) | Jan. 29, 2016USD ($) | Jan. 20, 2016USD ($) | Dec. 18, 2015USD ($) | Nov. 24, 2015USD ($)$ / sharesshares | Aug. 07, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Installmentsshares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Convertible debenture | $ 7,500 | $ 7,500 | $ 7,500 | $ 50,000 | ||||||||||||
Conversion of debt value | $ 402,158 | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Volatility | 312.00% | |||||||||||||||
Risk free interest rate | 0.55% | |||||||||||||||
Amortization of debt discount | $ 89,109 | $ 530 | ||||||||||||||
Exchange in cash | 172,500 | |||||||||||||||
Loss on extinguishments of debt | (116,541) | (116,541) | ||||||||||||||
Convertible Note1 [Member] | ||||||||||||||||
Interest bearing percentage | 7.50% | |||||||||||||||
Convertible debenture | $ 15,000 | |||||||||||||||
Convertible debt due date | Aug. 7, 2017 | |||||||||||||||
Percent of loan convertible on trading days | 70.00% | |||||||||||||||
Discount on convertible debenture | $ 5,770 | |||||||||||||||
Conversion of debt value | $ 7,500 | |||||||||||||||
Conversion of debt into shares | shares | 30,000 | |||||||||||||||
Warrants outstanding | shares | 30,000 | |||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | |||||||||||||||
Expected term | 3 years | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Volatility | 100.00% | |||||||||||||||
Risk free interest rate | 1.08% | |||||||||||||||
Amortization of debt discount | $ 4,873 | |||||||||||||||
Convertible Note2 [Member] | ||||||||||||||||
Interest bearing percentage | 10.00% | |||||||||||||||
Convertible debenture | $ 50,000 | |||||||||||||||
Convertible debt due date | Nov. 19, 2017 | |||||||||||||||
Percent of loan convertible on trading days | 70.00% | |||||||||||||||
Debt conversion of convertible percentage | 9.90% | |||||||||||||||
Discount on convertible debenture | $ 32,897 | |||||||||||||||
Warrants outstanding | shares | 80,000 | |||||||||||||||
Warrants exercise price | $ / shares | $ 0.80 | |||||||||||||||
Expected term | 2 years | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Volatility | 100.00% | |||||||||||||||
Risk free interest rate | 0.61% | |||||||||||||||
Amortization of debt discount | $ 13,783 | |||||||||||||||
Promissory Note1 [Member] | ||||||||||||||||
Convertible debt due date | Jun. 16, 2016 | |||||||||||||||
Note for principal balance | $ 10,200 | |||||||||||||||
Maturity date, description | Due dates for each draw are 6 months from the draw date and range from December 1, 2016 through February 16, 2017 | |||||||||||||||
Promissory Note2 [Member] | ||||||||||||||||
Note for principal balance | $ 44,850 | |||||||||||||||
Exchange in cash | 29,505 | |||||||||||||||
Note paid back via daily each debits | $ 204 | |||||||||||||||
Company borrowed | $ 28,600 | 28,600 | 28,600 | |||||||||||||
Promissory Note3 [Member] | ||||||||||||||||
Interest bearing percentage | 18.00% | |||||||||||||||
Convertible debt due date | Jun. 30, 2018 | |||||||||||||||
Amortization of debt discount | $ 50,000 | |||||||||||||||
Notes payable | $ 50,000 | |||||||||||||||
Number of restricted shares issued for exchange | shares | 50,000 | 50,000 | ||||||||||||||
Number of restricted shares issued for exchange for cash | $ 50,000 | $ 50,000 | ||||||||||||||
Promissory Note4 [Member] | ||||||||||||||||
Interest bearing percentage | 24.00% | |||||||||||||||
Convertible debt due date | Oct. 31, 2017 | |||||||||||||||
Amortization of debt discount | $ 10,000 | |||||||||||||||
Notes payable | $ 10,000 | |||||||||||||||
Number of restricted shares issued for exchange | shares | 100,000 | |||||||||||||||
Number of restricted shares issued for exchange for cash | $ 10,000 | |||||||||||||||
Promissory Note5 [Member] | ||||||||||||||||
Convertible debt due date | Oct. 1, 2017 | |||||||||||||||
Notes payable | $ 36,100 | $ 36,100 | $ 36,100 | |||||||||||||
Number of restricted shares issued for exchange for cash | 36,100 | |||||||||||||||
Interest payments | $ 376 | |||||||||||||||
Royalty Note1 [Member] | Royalty Agreement [Member] | ||||||||||||||||
Royalty note, description | The Company entered into Amendment No. 1 to Royalty note #1 in order to remove a security interest in the Companys assets to secure repayment of the original note and amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25th month after the date of the original note. | |||||||||||||||
Loss on extinguishments of debt | $ 116,541 | |||||||||||||||
Shares of restricted common stock | shares | 425,000 | |||||||||||||||
Royalty Note1 [Member] | Royalty Agreement [Member] | Third Party [Member] | ||||||||||||||||
Company borrowed | $ 65,000 | |||||||||||||||
Royalty Note1 [Member] | Royalty Agreement [Member] | Third Party [Member] | February 2017 [Member] | ||||||||||||||||
Amortization of debt discount | 65,000 | |||||||||||||||
Repay the principal amount | 3,531 | |||||||||||||||
Per month amount | 937 | |||||||||||||||
Pay to lender royalty fee per month | $ 5 | |||||||||||||||
Royalty note, description | The Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. | |||||||||||||||
Royalty Note2 [Member] | Royalty Agreement [Member] | ||||||||||||||||
Amortization of debt discount | $ 8,959 | |||||||||||||||
Royalty note, description | The Company entered into Amendment No. 1 to Royalty note #2 to amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25th month after the date of the Edris Original Note. | |||||||||||||||
Shares of restricted common stock | shares | 50,000 | |||||||||||||||
Royalty Note2 [Member] | Royalty Agreement [Member] | CEO [Member] | ||||||||||||||||
Company borrowed | $ 55,000 | |||||||||||||||
Royalty Note2 [Member] | Royalty Agreement [Member] | April 2017 [Member] | CEO [Member] | ||||||||||||||||
Amortization of debt discount | 55,000 | |||||||||||||||
Repay the principal amount | 3,531 | |||||||||||||||
Per month amount | 937 | |||||||||||||||
Pay to lender royalty fee per month | $ 5 | |||||||||||||||
Royalty note, description | The Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. | |||||||||||||||
Royalty Note3 [Member] | ||||||||||||||||
Acquire parts and supplies to manufacture devices, descrption | Under the terms of the LSA, the first phase will be a loan of up to $192,000 to acquire parts and supplies to manufacture 600 Devices; and the second phase will be a loan of up to $350,400 to acquire parts and supplies to manufacture 1,000 Devices. | |||||||||||||||
Stock issued during period, shares | shares | 54,508 | |||||||||||||||
Royalty Note3 [Member] | Doheny [Member] | October 7, 2016 [Member] | ||||||||||||||||
Stock issued during period, shares | shares | 845,913 | |||||||||||||||
Royalty Note3 [Member] | Loan and Security Agreement [Member] | First Phase [Member] | ||||||||||||||||
Interest bearing percentage | 25.00% | 25.00% | 25.00% | |||||||||||||
Maximum loan amount | $ 192,000 | |||||||||||||||
Royalty Note3 [Member] | Loan and Security Agreement [Member] | Second Phase [Member] | ||||||||||||||||
Interest bearing percentage | 25.00% | 25.00% | 25.00% | |||||||||||||
Maximum loan amount | $ 350,400 | |||||||||||||||
Royalty Note3 [Member] | Loan and Security Agreement [Member] | Doheny Group, LLC, Delaware Limited Liability [Member] | ||||||||||||||||
Royalty note, description | The Phase 1 Loan was funded in the amount of $192,000 by Doheny on September 30, 2016, upon which the Company forwarded the funds to its supplier on or about October 5, 2016, in order to acquire parts and supplies to manufacture 600 Devices. Both the Phase 1 Loan and the Phase 2 Loan mature three years from the date of funding, and are at an interest rate of 25% per annum. The Company can prepay the Phase 1 Loan and the Phase 2 Loan (if applicable) at any time without penalty. In exchange for Doheny funding the Phase 1 Loan, the Company issued Doheny a promissory note for $192,000 and also issued Doheny shares of common stock equal to 4.99% of the then-outstanding common stock, pursuant to the terms of a stock purchase agreement. As a result, on or about October 7, 2016, the Company issued Doheny 845,913 shares of common stock. If Doheny funds the Phase 2 Loan then the Company is obligated to issue Doheny that number of additional shares of common stock that equals 5% of the then-outstanding common stock. Until the Company repays the Phase 1 Loan and the Phase 2 Loan, as applicable, Doheny has anti-dilution rights for the percentage of stock Doheny owns in the event the Company issues additional shares of common stock during that period. The Company also entered into a Royalty Agreement with Doheny, under which Doheny was granted perpetual royalty rights on all Devices when the Company has 500 or more Devices in service whether leased to end users or distributors. The royalty amounts vary between $1 and $2 per Device depending on a variety of factors. The Company recorded a debt discount of $192,000 related to the relative fair value of the issued shares associated with the Phase 1 note to be amortized over the life of the note. | |||||||||||||||
Maximum loan amount | $ 542,400 | |||||||||||||||
Royalty Note3 [Member] | Stock Purchase Agreement[Member] | First Phase [Member] | ||||||||||||||||
Amortization of debt discount | $ 192,000 | |||||||||||||||
Outstanding common stock, percentage | 4.99% | |||||||||||||||
Royalty Note3 [Member] | Stock Purchase Agreement[Member] | Second Phase [Member] | ||||||||||||||||
Outstanding common stock, percentage | 5.00% | |||||||||||||||
Related Party Promissory Note [Member] | Laurence Wainer [Member] | ||||||||||||||||
Interest bearing percentage | 7.75% | 7.75% | 7.75% | |||||||||||||
Note for principal balance | $ 160,000 | $ 160,000 | $ 160,000 | |||||||||||||
Per month amount | $ 3,205 | |||||||||||||||
Interest payable monthly installments | Installments | 60 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current portion | $ 22,943 | $ 10,200 |
Long-term portion | 47,943 | |
Principal [Member] | ||
Total | 218,563 | 163,221 |
Current portion | 72,691 | 66,541 |
Long-term portion | 145,872 | 96,680 |
Accrued Interest [Member] | ||
Total | 3,453 | 2,000 |
Current portion | 3,453 | 2,000 |
Long-term portion | ||
Convertible Notes [Member] | Principal [Member] | ||
Total | 26,610 | 12,614 |
Convertible Notes [Member] | Accrued Interest [Member] | ||
Total | 1,753 | |
Convertible Notes [Member] | Convertible Note1 [Member] | Principal [Member] | ||
Debt discount | (4,435) | (8,426) |
Total | 7,500 | 15,000 |
Convertible Notes [Member] | Convertible Note1 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | 86 | |
Convertible Notes [Member] | Convertible note #2 [Member] | Principal [Member] | ||
Debt discount | (26,455) | (43,960) |
Total | 50,000 | 50,000 |
Convertible Notes [Member] | Convertible note #2 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | 1,667 | |
Promissory Notes [Member] | Principal [Member] | ||
Total | 70,886 | 10,200 |
Promissory Notes [Member] | Accrued Interest [Member] | ||
Total | 918 | 2,000 |
Promissory Notes [Member] | Promissory Note1 [Member] | Principal [Member] | ||
Total | 4,750 | 10,200 |
Promissory Notes [Member] | Promissory Note1 [Member] | Accrued Interest [Member] | ||
Total | 368 | 333 |
Promissory Notes [Member] | Promissory Note2 [Member] | Principal [Member] | ||
Debt discount | (7,547) | |
Total | 25,740 | |
Promissory Notes [Member] | Promissory Note2 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | ||
Promissory Notes [Member] | Promissory Note3 [Member] | Principal [Member] | ||
Debt discount | (38,542) | |
Total | 50,000 | |
Promissory Notes [Member] | Promissory Note3 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | 750 | |
Promissory Notes [Member] | Promissory Note4 [Member] | Principal [Member] | ||
Debt discount | (9,615) | |
Total | 10,000 | |
Promissory Notes [Member] | Promissory Note4 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | (200) | 1,667 |
Promissory Notes [Member] | Promissory Note5 [Member] | Principal [Member] | ||
Total | 36,100 | |
Promissory Notes [Member] | Promissory Note5 [Member] | Accrued Interest [Member] | ||
Total | ||
Royalty Notes [Member] | Principal [Member] | ||
Total | ||
Royalty Notes [Member] | Accrued Interest [Member] | ||
Total | ||
Royalty Notes [Member] | Royalty Note1 [Member] | Principal [Member] | ||
Debt discount | 55,313 | |
Total | 55,313 | |
Royalty Notes [Member] | Royalty Note1 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | ||
Royalty Notes [Member] | Royalty Note2 [Member] | Principal [Member] | ||
Debt discount | (50,938) | |
Total | 50,938 | |
Royalty Notes [Member] | Royalty Note2 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | ||
Royalty Notes [Member] | Royalty Note3 [Member] | Principal [Member] | ||
Debt discount | (192,000) | |
Total | 192,000 | |
Royalty Notes [Member] | Royalty Note3 [Member] | Accrued Interest [Member] | ||
Debt discount | ||
Total | ||
Related Party Promissory Notes [Member] | Principal [Member] | ||
Total | 121,067 | 140,407 |
Related Party Promissory Notes [Member] | Accrued Interest [Member] | ||
Total | $ 782 |
Derivative Financial Instrume36
Derivative Financial Instruments (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Convertible debt outstanding | $ 7,500 | $ 50,000 |
Expected dividend rate | 0.00% | |
Volatility | 312.00% | |
Risk free interest rate | 0.55% | |
Minimum [Member] | ||
Expected term | 10 months 6 days | |
Maximum [Member] | ||
Expected term | 1 year 1 month 10 days |
Derivative Financial Instrume37
Derivative Financial Instruments - Schedule of Derivative Liability (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative financial instruments | $ 51,325 | |||
Change in fair market value of derivative | $ (16,814) | $ (6,985) | 2,798 | $ 6,985 |
Derivative financial instruments | $ 54,123 | $ 54,123 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | ||
Shares issued for services | $ 166,883 | |
Conversion of debt value | $ 402,158 | |
Common stock, shares issued | 18,044,588 | 15,006,750 |
Common Stockholders [Member] | ||
Common stock voting rights | Holders of common stock are entitled to one vote for each share held | |
Shares issued for services, shares | 326,417 | |
Shares issued for services | $ 166,883 | |
Per share price | $ 0.001 | |
Conversion of debt into shares | 1,568,754 | |
Conversion of debt value | $ 402,158 | |
Investors [Member] | ||
Number of stock sold during period | 1,142,667 | |
Number of stock sold during period, value | $ 172,500 | |
Maximum [Member] | ||
Preferred stock, shares authorized | 50,000,000 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants for common shares, outstanding, beginning balance | shares | 110,000 |
Warrants for common shares, granted | shares | |
Warrants for common shares, exercised | shares | |
Warrants for common shares, forfeited, cancelled, expired | shares | |
Warrants for common shares, outstanding, ending balance | shares | 110,000 |
Weighted average exercise price, beginning balance | $ / shares | $ 0.72 |
Weighted average exercise price, granted | $ / shares | |
Weighted average exercise price, exercised | $ / shares | |
Weighted average exercise price, forfeited, cancelled, expired | $ / shares | |
Weighted average exercise price, ending balance | $ / shares | $ 0.72 |
Income (Loss) Per Share - Sched
Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Total anti-dilutive weighted average shares | 304,008 | 3,594 | 315,737 | 1,211 |
Preferred Shares [Member] | ||||
Total anti-dilutive weighted average shares | ||||
Convertible Note [Member] | ||||
Total anti-dilutive weighted average shares | 194,008 | 3,594 | 205,737 | 1,211 |
Warrant [Member] | ||||
Total anti-dilutive weighted average shares | 110,000 | 110,000 | ||
Options [Member] | ||||
Total anti-dilutive weighted average shares |
Income (Loss) Per Share - Sch41
Income (Loss) Per Share - Schedule of Dilutive Securities of Common Shares Outstanding (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Total potential shares | 15,344,758 |
Common Shares [Member] | |
Total potential shares | 15,040,750 |
Preferred Shares [Member] | |
Total potential shares | |
Convertible Note [Member] | |
Total potential shares | 194,008 |
Warrants [Member] | |
Total potential shares | 110,000 |
Options [Member] | |
Total potential shares |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 21, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lese term | 2 years |
Lease amount for per month | $ 1,450 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 9 Months Ended |
Sep. 30, 2016shares | |
October and November 2016 [Member] | Subsequent Event [Member] | |
Stock issued during period, shares | 1,320,513 |