Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | PeerLogix, Inc. | |
Entity Central Index Key | 1,603,494 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,922,368 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Emerging Growth | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 2,953 | $ 14,086 |
Prepaid expenses and other current assets | 26,632 | 19,070 |
Total Current Assets | 29,585 | 33,156 |
Total Assets | 29,585 | 33,156 |
Current liabilities | ||
Accounts payable | 357,458 | 421,518 |
Accrued payroll and related expenses | 385,266 | 371,069 |
Accured director's fees | 140,075 | 95,075 |
Accrued interest and other liabilities | 718,535 | 203,719 |
Demand loans payable | 15,000 | 15,000 |
Settlement payable | 0 | 41,857 |
Convertible notes payable-net of debt discount of $50,076 and $277,969, respectively | 2,055,874 | 1,432,081 |
Loans payable - officers | 0 | 9,941 |
Derivative liabilities | 4,371,141 | 935,274 |
Total current liabilities | 8,043,349 | 3,525,534 |
Total Liabilities | 8,043,349 | 3,525,534 |
Commitments and Contingencies | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, par value $0.001; 100,000,000 shares authorized; 46,922,368 and 46,122,368 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 46,922 | 46,122 |
Additional paid in capital | 5,496,049 | 4,850,445 |
Subscriptions received | 365,895 | 0 |
Accumulated deficit | (13,922,630) | (8,388,945) |
Total stockholders' deficit | (8,013,764) | (3,492,378) |
Total liabilities and stockholders' deficit | $ 29,585 | $ 33,156 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Debt discount | $ 50,076 | $ 277,969 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 46,922,368 | 46,122,368 |
Common Stock, shares outstanding | 46,922,368 | 46,122,368 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 12,542 | $ 0 | $ 33,843 | $ 0 |
Operating expenses: | ||||
General and administrative | 306,429 | 313,439 | 771,045 | 1,411,177 |
Total operating expenses | 306,429 | 313,439 | 771,045 | 1,411,177 |
Loss from operations | (293,887) | (313,439) | (737,202) | (1,411,177) |
Other income (expense) | ||||
Interest expense | (386,809) | (443,991) | (1,549,033) | (3,295,812) |
Change in fair value of derivative liabilities | (536,378) | (1,016,550) | (3,127,797) | 192,361 |
Loss on loan receivable | 0 | 0 | 0 | (37,500) |
Loss on settlement of debt | (25,375) | (300,634) | (119,653) | (613,606) |
Total other income (expense) | (948,562) | (1,761,175) | (4,796,483) | (3,754,557) |
Net loss | $ (1,242,448) | $ (2,074,614) | $ (5,533,685) | $ (5,165,734) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.05) | $ (0.11) | $ (0.13) |
Weighted average common shares outstanding - basic and diluted | 51,192,309 | 43,680,599 | 50,849,452 | 39,429,659 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscriptions Received | Accumulated Deficit [Member] | Total |
Beginning balance, shares at Dec. 31, 2017 | 46,122,368 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 46,122 | $ 4,850,445 | $ (8,388,945) | $ (3,492,378) | |
Common stock issued in connection with settlement agreement, shares | 800,000 | ||||
Common stock issued in connection with settlement agreement, value | $ 800 | $ 52,000 | 52,800 | ||
Fair value of warrants issued in connection with convertible notes payable | 58,189 | 58,189 | |||
Fair value of warrants issued in connection with extension of convertible notes payable | 345,485 | 345,485 | |||
Reclassify derivative liability to equity upon payoff of convertible notes payable | 14,180 | 14,180 | |||
Proceeds received from exercise of warrants | 365,895 | 365,895 | |||
Stock based compensation | 175,750 | 175,750 | |||
Net loss | (5,333,685) | (5,533,685) | |||
Ending balance, shares at Sep. 30, 2018 | 46,922,368 | ||||
Ending balance, value at Sep. 30, 2018 | $ 46,922 | $ 5,496,049 | $ (13,922,630) | $ (8,013,764) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (5,533,685) | $ (5,165,734) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock based compensation | 175,750 | 649,787 |
Amortization of debt discounts | 653,793 | 1,478,920 |
Non cash interest | 17,552 | 1,479,159 |
Change in fair value of derivative liabilities | 3,127,797 | (192,361) |
Loss on loan receivable | 0 | 37,500 |
Loss on settlement of debt | 119,653 | 613,606 |
Fair value of warrants issued in connection with note payable extensions | 345,485 | 0 |
Modification of investor warrants | 0 | 37,329 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (7,562) | 7,761 |
Accounts payable | (64,060) | 120,977 |
Accrued payroll and related expenses | 14,197 | 129,592 |
Accrued director fees | 45,000 | 40,000 |
Other accrued liabilities | 521,481 | 259,329 |
Settlement payable | (115,375) | 0 |
Net cash used In operating activities | (699,974) | (504,135) |
Cash Flows From Investing Activities: | ||
Loan to abandoned acquisition target | 0 | (37,500) |
Net cash used in investing activities | 0 | (37,500) |
Cash Flows From Financing Activities: | ||
Proceeds from convertible notes | 362,887 | 649,946 |
Proceeds from officer loans | 0 | 11,156 |
Proceeds from exercise of warrants | 365,895 | 0 |
Repayments of notes payable - related party | 0 | (50,018) |
Repayments of convertible notes payable | (30,000) | (106,000) |
Repayment of officer loans | (9,941) | (12,984) |
Net cash provided by financing activities | 688,841 | 492,100 |
Net change in cash | (11,133) | (49,535) |
Cash at beginning of period | 14,086 | 56,022 |
Cash at end of period | 2,953 | 6,487 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 15,670 |
Income tax paid | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt discount paid in form of common shares and warrants | 58,189 | 324,773 |
Debt discount recorded on convertible debt accounted for as derivative liabilities | 366,263 | 944,024 |
Repurchase of beneficial conversion feature due to reassessment of derivative liability | 0 | 172,036 |
Reclassification of derivative liability to equity | 14,180 | 48,093 |
Debt issuance cost paid in form of common stock and warrants | 0 | 298,510 |
Debt issuance cost accrued | 0 | 45,077 |
Common stock issued in connection with settlement of liabilities | $ 52,800 | $ 57,500 |
1. Organization and Operations
1. Organization and Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1 – ORGANIZATION AND OPERATIONS Peerlogix, Inc. (“Peerlogix” or the “Company”) was incorporated in Nevada on February 14, 2014. The Company is an advertising technology and data aggregation company. The Company provides software as a service (SAAS) platform, which enables the tracking and cataloguing of over-the-top viewership and listenership in order to determine consumer trends and preferences based upon media consumption. Its platform collects over-the-top data, including Internet Protocol (IP) addresses of the streaming and downloading parties (location), the name, media type and genre of media watched, listened or downloaded, and utilizes licensed and publicly available demographic and other databases to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media companies, entertainment studios and others. Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017, the statement of stockholders’ deficiency for the nine months ended September 30, 2018 and the statement of cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on April 30, 2018. |
2. Going Concern and Management
2. Going Concern and Management Liquidity Plans | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Liquidity Plans | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The Company has generated minimal revenues since inception and continues to incur recurring losses from operations and has an accumulated deficit. Accordingly, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a net loss of $5,533,685 and net cash used in operations of $699,974 for the nine months ended September 30, 2018. In addition, the Company has notes payable in default (see Note 4). These conditions indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of the condensed consolidated financial statements. The Company's primary source of operating funds since inception has been cash proceeds from the sale of Class A units, common stock and common stock warrants, convertible debentures and notes payable. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The Company requires immediate capital to remain viable. The Company can give no assurance that such financing will be available on terms advantageous to the Company, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all of its operational activities. There can be no assurance that such a plan will be successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Peerlogix Technologies, Inc. and IP Squared Technologies Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications did not have an impact on previously reported results of operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, derivative liabilities, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets. Convertible Instruments The Company bifurcates conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Accounting for Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Net Loss Per Share Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted earnings per share, when presented, includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. Common stock equivalents are excluded in the computation of diluted earnings per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants, exercise of stock options and conversion of convertible promissory notes and accrued interest for the nine months ended September 30, 2018 and 2017 were as follows: September 30, 2018 2017 Warrants 41,039,175 29,417,871 Stock options 24,550,000 19,300,000 Convertible promissory notes and accrued interest 51,001,971 32,356,837 Total 116,591,146 81,074,708 For the nine months ended September 30, 2018, 4,269,941 warrants were included in basic and diluted loss per share as their exercise price was determined to be nominal. Derivative Liabilities In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature which provided for the settlement of certain convertible promissory notes into shares of common stock at a rate which was determined to be variable with no floor. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging” The accounting treatment of derivative financial instruments requires that the Company record the conversion option, if applicable, at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair values of conversion options that are convertible at a variable conversion price are valued using a Black-Scholes Valuation Model. The Company determined the fair value of the conversion option using either the Black-Scholes Valuation Model or the Binomial Lattice Model to be materially the same. The Black-Scholes Valuation Model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The principal assumptions used in applying the Black-Scholes model were as follows: Three and Nine Months Ended September 30, 2018 Risk-free interest rate 1.63% – 2.83% Contractual term 0.02 - 4.00 years Expected volatility 229.45%-265.65% Dividends 0.0% At any given time, certain of the Company’s embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest maturity date. Fair Value of Financial Instruments The carrying amounts of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the warrant liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Principal Financial Officer determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Principal Financial Officer. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows: September 30, 2018 Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Derivative conversion features $ 4,371,141 $ – $ – $ 4,371,141 $ 4,371,141 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2018: Fair Value Total Balance, December 31, 2017 $ 935,274 Issuances 322,250 Reclassify to equity upon note payoff (14,180 ) Change in fair value 3,127,797 Balance, September 30, 2018 $ 4,371,141 Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements are the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement. Recently Issued Accounting Guidance There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
4. Settlement Payable
4. Settlement Payable | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement Payable | NOTE 4 – SETTLEMENT PAYABLE On April 8, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with Attia Investments, LLC, a related party (the “Investor”). A shareholder of the Company who previously owned in-excess of 5% of the Company’s common stock is the managing member of Attia Investments, LLC. Under the Agreement, we issued and sold to the Investor, and the Investor purchased from us, Debentures in the principal amount of $87,500 for a purchase price of $70,000, bearing interest at a rate of 0% per annum, with an original maturity on October 8, 2016, further extended to April 8, 2017. The Debentures are secured by all assets of the Company. The Company was in default of the SPA, making the entire unpaid principal and interest due and payable. The Investor has initiated a claim against the Company for payment of a loan in default. On April 27, 2018, the Company accepted a settlement offer totaling approximately $115,375 in cash and 800,000 shares of stock. As such, the Company has reclassified the note payable-related party to settlement payable and accrued the estimated fair value of the settlement of $164,875. In connection with the settlement, the Company recorded a loss on settlement of debt of $119,653 in current period operations. During the nine months ended September 30, 2018, the Company issued 800,000 shares of its common stock and paid $115,375 towards the Attia Investments, LLC settlement. As of September 30, 2018, the outstanding balance was $0. |
5. Convertible Notes Payable
5. Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | NOTE 5 – CONVERTIBLE NOTES PAYABLE Convertible notes payable are comprised of the following: September 30, December 31, 2018 2017 Offering 3 $ 825,500 $ 825,500 Offering 4 439,550 439,550 Offering 5 200,000 200,000 Offering 6 640,900 245,000 Total 2,105,950 1,710,050 Less: debt discount (50,076 ) (277,969 ) Net $ 2,055,874 $ 1,432,081 Offering 6: During the nine months ended September 30, 2018, the Company sold $425,900 of Units to investors. Each Unit was sold at a price of $10,000 per Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 and four year warrants exercisable for an aggregate number of shares of common stock equal to 50% of the shares of common stock into which the Note is initially convertible, exercisable at a price of $0.10 per share. The Offerings Notes are due six months after the issuance of each note, as amended. Each of the Notes will be convertible at an initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering 3 Notes, as amended, the Notes will contain a look-back provision pursuant to which the Notes will be convertible at the lower of $0.06 or the lowest volume weighted average price of the Company’s common stock (the “VWAP”) during any 10 day period during such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period is less than $0.06, then the reset conversion price of the Notes shall be no lower than $0.03. The Notes also contain a reset provision to the same price as any future offering in the next three (3) years in the event that the conversion or offering price of securities offered in such subsequent offering is less than the Conversion Price of the Notes in this Offering. The Company will have the ability to extend the Notes for an additional six (6) months (the “Extended Term”) and if so extended shall be referred to herein as the “Extended Notes”. The Extended Notes, upon maturity, will pay interest at a six (6) month rate of 18% (36% annualized) at the termination of the Extended Term. The Extended Notes, to the extent extended pursuant to their terms for the Extended Term, will carry an additional 50% warrant coverage (e.g. such warrant to be exercisable for an additional 50% of the number of shares into which the Extended Note is initially convertible (the “Extended Warrants”). The Extended Warrants shall be exercisable at a price equal to $0.10. The Extended Warrants will expire four (4) years from the Extended Term and shall contain customary anti-dilution rights (for stock splits, stock dividends and sales of substantially all the Company’s assets) and the shares underlying the Extended Warrants will contain registration rights. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black Scholes model at the assessment date and the period end. The conversion feature, when assessed, gave rise to a derivative liability of $322,250. The Company recorded an aggregate debt discount to the Notes of $425,900 comprised of i) $304,697 relating to the fair value of the conversion option, which was recorded as a derivative liability ii) $63,013 of incurred issuance costs and iii) $87,788 allocated fair value of the issued warrants. The excess of derivative liability over net proceeds of the notes of $17,552 was charged to interest expense. The debt discounts are amortized ratably to interest expense over the term of the notes. At September 30, 2018, the Company reassessed the fair value of the conversion feature of the issued and outstanding notes and accrued interest and determined the estimated fair value of the derivative liability of $4,371,141. The Company recorded a loss on change in fair value of derivative liabilities of $536,378 and $3,127,797 for the three and nine months ended September 30, 2018. During the nine months ended September 30, 2018, the Company issued an aggregate of 5,454,581 warrants to existing note holders to extend the terms of maturing notes for six months as described above. The fair value of the issued warrants, determined by the Black-Scholes model, of $345,485 was charged to interest expense. |
6. Stockholders' Deficit
6. Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6 – STOCKHOLDERS’ DEFICIT Warrants The Company used the Black-Scholes model to determine the fair value of warrants granted during the nine months ended September 30, 2018. In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: The principal assumptions used in applying the Black-Scholes model were as follows: September Months Ended Risk free interest rate 2.25% – 2.85% Dividend yield 0.00% Expected volatility 170.30%-279.23% Contractual term (years) 4 The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2018: Number of Weighted Weighted Outstanding – December 31, 2017 36,305,369 $ 0.11 3.74 Granted 9,003,747 0.10 4.00 Exercised – – – Forfeited/Cancelled – – – Outstanding and Exercisable – September 30, 2018 45,309,116 $ 0.11 3.10 At September 30, 2018, the aggregate intrinsic value of warrants outstanding and exercisable was $1,735,748. The following is additional information with respect to the Company's warrants as of September 30, 2018: Number of Exercise Weighted Average Currently 4,219,941 $ 0.001 5.62 4,219,941 50,000 $ 0.01 1.43 50,000 1,000,000 $ 0.06 3.53 1,000,000 36,845,840 $ 0.10 2.82 36,845,840 1,000,000 $ 0.12 3.53 1,000,000 1,000,000 $ 0.18 3.53 1,000,000 418,333 $ 0.60 1.61 418,333 775,002 $ 0.72 1.87 775,002 45,309,116 45,309,116 During the nine months ended September 30, 2018, the Company issued an aggregate of 3,549,166 warrants to purchase the Company’s common stock at $0.10 per share, expiring four years from issuance, in connection with the issuance of convertible notes payable. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Litigations, Claims and Assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters other than described above that are deemed material to the condensed consolidated financial statements as of September 30, 2018. Payroll Tax Liabilities As of September 30, 2018, and through the date of this report, the Company has not filed certain federal and state income and payroll tax returns nor has it paid the payroll tax amounts and related interest and penalties relating to such returns. Amounts due under these returns with respect to penalties and interest are estimated to be $10,722 and $10,118 as of September 30, 2018 and December 31, 2017, respectively which have been included in other accrued liabilities at September 30, 2018 and December 31, 2017 in the accompanying condensed consolidated Balance Sheets. Placement Agent and Finders Agreements In 2018, the Company entered into a Financial Advisory and Investment Banking Agreements with WestPark Capital, Inc. (“WestPark”) (the “WestPark Advisory Agreements”). Pursuant to the WestPark Advisory Agreement, WestPark shall act as the Company’s financial advisor and placement agent in connection with a best efforts private placement (the “Financing”) of the Company’s debt and/or equity securities (the “Securities”). The Company, upon each closing of the Financing will pay consideration to WestPark, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing from the sale of Securities placed by WestPark and warrants in the amount of 10% of the aggregate gross proceeds. The Company will also pay all WestPark legal fees and expenses as well as a 3% non-accountable expense allowance of the aggregate gross proceeds raised in the Financing. The Placement Agent Warrants will have: (a) a nominal exercise price of $0.001 per share, (b) a seven year term, and (c) a cashless exercise provision. The shares underlying the Placement Agent Warrants will have standard piggyback registration rights. |
8. Subsequent Events
8. Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS On July 6, 2018, the Company offered to the holders of the Company’s common stock warrants, a warrant repricing and exercise agreement with each of the consenting holders whereby the exercise price of the warrants was reduced from $0.10 to $0.06 per share of common stock. Furthermore, the Company offered to the holders, an additional Series B warrant for every four warrants exercised pursuant to the agreement. The Series B warrant shall have an exercise price of $0.25 per share of the common stock. Through the months of July through September 2018, the Company received proceeds of $365,895 and $304,375 in the month of October 2018 from warrant exercises of 11,274,500 warrants exercised at $0.06 share. |
3. Summary of Significant Acc_2
3. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Peerlogix Technologies, Inc. and IP Squared Technologies Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications did not have an impact on previously reported results of operations. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, derivative liabilities, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets. |
Convertible Instruments | Convertible Instruments The Company bifurcates conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Accounting for Warrants | Accounting for Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). |
Net Loss Per Share | Net Loss Per Share Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted earnings per share, when presented, includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. Common stock equivalents are excluded in the computation of diluted earnings per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants, exercise of stock options and conversion of convertible promissory notes and accrued interest for the nine months ended September 30, 2018 and 2017 were as follows: September 30, 2018 2017 Warrants 41,039,175 29,417,871 Stock options 24,550,000 19,300,000 Convertible promissory notes and accrued interest 51,001,971 32,356,837 Total 116,591,146 81,074,708 For the nine months ended September 30, 2018, 4,269,941 warrants were included in basic and diluted loss per share as their exercise price was determined to be nominal. |
Derivative Liabilities | Derivative Liabilities In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature which provided for the settlement of certain convertible promissory notes into shares of common stock at a rate which was determined to be variable with no floor. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging” The accounting treatment of derivative financial instruments requires that the Company record the conversion option, if applicable, at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair values of conversion options that are convertible at a variable conversion price are valued using a Black-Scholes Valuation Model. The Company determined the fair value of the conversion option using either the Black-Scholes Valuation Model or the Binomial Lattice Model to be materially the same. The Black-Scholes Valuation Model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The principal assumptions used in applying the Black-Scholes model were as follows: Three and Nine Months Ended September 30, 2018 Risk-free interest rate 1.63% – 2.83% Contractual term 0.02 - 4.00 years Expected volatility 229.45%-265.65% Dividends 0.0% At any given time, certain of the Company’s embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest maturity date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the warrant liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Principal Financial Officer determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Principal Financial Officer. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows: September 30, 2018 Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Derivative conversion features $ 4,371,141 $ – $ – $ 4,371,141 $ 4,371,141 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2018: Fair Value Total Balance, December 31, 2017 $ 935,274 Issuances 322,250 Reclassify to equity upon note payoff (14,180 ) Change in fair value 3,127,797 Balance, September 30, 2018 $ 4,371,141 Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements are the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
3. Summary of Significant Acc_3
3. Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Common shares issuable upon exercise of other equity | September 30, 2018 2017 Warrants 41,039,175 29,417,871 Stock options 24,550,000 19,300,000 Convertible promissory notes and accrued interest 51,001,971 32,356,837 Total 116,591,146 81,074,708 |
Assumptions | Three and Nine Months Ended September 30, 2018 Risk-free interest rate 1.63% – 2.83% Contractual term 0.02 - 4.00 years Expected volatility 229.45%-265.65% Dividends 0.0% |
Schedule of fair value of assets and liabilities on recurring basis | September 30, 2018 Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Derivative conversion features $ 4,371,141 $ – $ – $ 4,371,141 $ 4,371,141 |
Summary of changes in fair value of derivative | Fair Value Total Balance, December 31, 2017 $ 935,274 Issuances 322,250 Reclassify to equity upon note payoff (14,180 ) Change in fair value 3,127,797 Balance, September 30, 2018 $ 4,371,141 |
5. Convertible Notes Payable (T
5. Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible debt | September 30, December 31, 2018 2017 Offering 3 $ 825,500 $ 825,500 Offering 4 439,550 439,550 Offering 5 200,000 200,000 Offering 6 640,900 245,000 Total 2,105,950 1,710,050 Less: debt discount (50,076 ) (277,969 ) Net $ 2,055,874 $ 1,432,081 |
6. Stockholders' Deficit (Table
6. Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Assumptions | September Months Ended Risk free interest rate 2.25% – 2.85% Dividend yield 0.00% Expected volatility 170.30%-279.23% Contractual term (years) 4 |
Schedule of Warrants, Activity | Number of Weighted Weighted Outstanding – December 31, 2017 36,305,369 $ 0.11 3.74 Granted 9,003,747 0.10 4.00 Exercised – – – Forfeited/Cancelled – – – Outstanding and Exercisable – September 30, 2018 45,309,116 $ 0.11 3.10 |
Schedule of Exerciseable and Outstanding Warrants | Number of Exercise Weighted Average Currently 4,219,941 $ 0.001 5.62 4,219,941 50,000 $ 0.01 1.43 50,000 1,000,000 $ 0.06 3.53 1,000,000 36,845,840 $ 0.10 2.82 36,845,840 1,000,000 $ 0.12 3.53 1,000,000 1,000,000 $ 0.18 3.53 1,000,000 418,333 $ 0.60 1.61 418,333 775,002 $ 0.72 1.87 775,002 45,309,116 45,309,116 |
2. Going Concern and Manageme_2
2. Going Concern and Management Liquidation Plans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (1,242,448) | $ (2,074,614) | $ (5,533,685) | $ (5,165,734) |
Net cash used in operations | $ (699,974) | $ (504,135) |
3. Summary of Significant Acc_4
3. Summary of Significant Accounting Policies (Details - Share equivalents) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total shares issuable upon exercise | 116,591,146 | 81,074,708 |
Warrants | ||
Total shares issuable upon exercise | 41,039,175 | 29,417,871 |
Stock Option [Member] | ||
Total shares issuable upon exercise | 24,550,000 | 19,300,000 |
Convertible Promissory Notes | ||
Total shares issuable upon exercise | 51,001,971 | 32,356,837 |
3. Summary of Significant Acc_5
3. Summary of Significant Accounting Policies (Details - fair value) | Sep. 30, 2018USD ($) |
Derivative conversion features | $ 4,371,141 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative conversion features | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative conversion features | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative conversion features | $ 4,371,141 |
3. Summary of Significant Acc_6
3. Summary of Significant Accounting Policies (Details - Level 3) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Derivatives, beginning balance | $ 935,274 |
Issuances | 322,250 |
Reclassify to equity upon note payoff | (14,180) |
Change in fair value | 3,127,797 |
Derivatives, ending balance | $ 4,371,141 |
3. Summary of Significant Acc_7
3. Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2018shares | |
Accounting Policies [Abstract] | |
Antidilutive shares outstanding | 4,269,941 |
4. Settlement Payable (Details
4. Settlement Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Loss on settlement of debt | $ (25,375) | $ (300,634) | $ (119,653) | $ (613,606) |
Common stock issued in connection with settlement agreement, value | 52,800 | |||
Attia Investments [Member] | ||||
Loss on settlement of debt | $ (119,653) | |||
Common stock issued in connection with settlement agreement, shares | 800,000 | |||
Common stock issued in connection with settlement agreement, value | $ 164,875 | |||
Settlement expense | $ 115,375 |
5. Convertible Notes Payable (D
5. Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Total convertible notes payable | $ 2,105,950 | $ 1,710,500 |
Less: debt discount | (50,076) | (277,969) |
Convertible notes payable, net | 2,055,874 | 1,432,081 |
Offering 3 [Member] | ||
Total convertible notes payable | 825,500 | 825,500 |
Offering 4 [Member] | ||
Total convertible notes payable | 439,550 | 439,550 |
Offering 5 [Member] | ||
Total convertible notes payable | 200,000 | 200,000 |
Offering 6 [Member] | ||
Total convertible notes payable | $ 640,900 | $ 245,000 |
5. Convertible Notes Payable _2
5. Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Proceeds from offerings | $ 362,887 | $ 649,946 | |
Warrants [Member] | Existing Note Holders [Member] | |||
Warrants issued | 5,454,581 | ||
Fair value of warrants issued | $ 345,485 | ||
Offering 6 [Member] | |||
Proceeds from offerings | 425,900 | ||
Derivative liability | $ 322,250 | 322,250 | |
Debt discount | 425,900 | 425,900 | |
Excess of derivative liability over net proceeds | 17,552 | ||
Change in fair value of derivative liabilities | (536,378) | (3,127,797) | |
Fair value of derivative liability | 4,371,141 | 4,371,141 | |
Offering 6 [Member] | Issuance Costs [Member] | |||
Debt discount | 63,013 | 63,013 | |
Offering 6 [Member] | Allocated Fair Value [Member] | |||
Debt discount | 87,788 | 87,788 | |
Offering 6 [Member] | Conversion option [Member] | |||
Debt discount | $ 304,697 | $ 304,697 |
6. Stockholders' Deficit (Detai
6. Stockholders' Deficit (Details - Assumptions Options) | 9 Months Ended |
Sep. 30, 2018 | |
Measurement Input, Risk Free Interest Rate [Member] | |
Valuation measurements | 2.25% - 2.85% |
Measurement Input, Expected Dividend Rate [Member] | |
Valuation measurements | 0.00% |
Measurement Input, Price Volatility [Member] | |
Valuation measurements | 170.30% - 279.23% |
Measurement Input, Expected Term [Member] | |
Valuation measurements | 4 years |
6. Stockholders' Deficit (Det_2
6. Stockholders' Deficit (Details - Warrant activity) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Warrants | ||
Warrants outstanding, beginning balance | 36,305,369 | |
Warrants granted | 9,003,747 | |
Warrants exercised | 0 | |
Warrants forfeited/cancelled | 0 | |
Warrants outstanding, ending balance | 45,309,116 | 36,305,369 |
Warrants exercisable | 45,309,116 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, warrants outstanding beginning balance | $ 0.11 | |
Weighted average exercise price, warrants granted | 0.10 | |
Weighted average exercise price, warrants outstanding ending balance | $ 0.11 | $ 0.11 |
Weighted Average Remaining Contractual Life | ||
Weighted average remaining contractual life, warrants outstanding | 3 years 1 month 6 days | 3 years 8 months 26 days |
Weighted average remaining contractual life, warrants granted | 4 years |
6. Stockholders' Deficit (Det_3
6. Stockholders' Deficit (Details - Exerciseable And Oustanding) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Warrants | 45,309,116 | 36,305,369 |
Exercise Price ($) | $ 0.11 | $ 0.11 |
Weighted Average Remaining Life (Years) | 3 years 1 month 6 days | 3 years 8 months 26 days |
Currently exercisable | 45,059,116 | |
Exercise price $0.001 [Member] | ||
Number of Warrants | 4,219,941 | |
Exercise Price ($) | $ 0.001 | |
Weighted Average Remaining Life (Years) | 5 years 6 months 7 days | |
Currently exercisable | 4,219,941 | |
Exercise price $0.01 [Member] | ||
Number of Warrants | 50,000 | |
Exercise Price ($) | $ 0.01 | |
Weighted Average Remaining Life (Years) | 1 year 5 months 5 days | |
Currently exercisable | 50,000 | |
Exercise price $0.06 [Member] | ||
Number of Warrants | 1,000,000 | |
Exercise Price ($) | $ 0.06 | |
Weighted Average Remaining Life (Years) | 3 years 6 months 11 days | |
Currently exercisable | 1,000,000 | |
Exercise price $0.10 [Member] | ||
Number of Warrants | 36,845,840 | |
Exercise Price ($) | $ 0.1 | |
Weighted Average Remaining Life (Years) | 2 years 9 months 25 days | |
Currently exercisable | 36,845,840 | |
Exercise price $0.12 [Member] | ||
Number of Warrants | 1,000,000 | |
Exercise Price ($) | $ 0.12 | |
Weighted Average Remaining Life (Years) | 3 years 6 months 11 days | |
Currently exercisable | 1,000,000 | |
Exercise price $0.18 [Member] | ||
Number of Warrants | 1,000,000 | |
Exercise Price ($) | $ 0.18 | |
Weighted Average Remaining Life (Years) | 3 years 6 months 11 days | |
Currently exercisable | 1,000,000 | |
Exercise price $0.60 [Member] | ||
Number of Warrants | 418,333 | |
Exercise Price ($) | $ 0.6 | |
Weighted Average Remaining Life (Years) | 1 year 7 months 10 days | |
Currently exercisable | 418,333 | |
Exercise price $0.72 [Member] | ||
Number of Warrants | 775,002 | |
Exercise Price ($) | $ 0.72 | |
Weighted Average Remaining Life (Years) | 1 year 10 months 13 days | |
Currently exercisable | 775,002 |
6. Stockholders' Deficit (Det_4
6. Stockholders' Deficit (Details Narrative) - Warrants [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Intrinsic value of warrants outstanding | $ 1,735,748 | |
Intrinsic value of warrants exercisable | $ 1,735,748 | |
Warrant conversion price | $ 0.11 | $ 0.11 |
Convertible Notes Payable [Member] | ||
Warrants issued | 3,549,116 | |
Warrant term | 4 years | |
Warrant conversion price | $ .10 |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Payroll tax liability | $ 10,521 | $ 10,118 |