Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Jun. 29, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Aquarius Cannabis Inc. /NV/ | |
Entity Central Index Key | 1,624,203 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,596,833 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 41,963 | $ 105,833 |
Accounts receivable, related party | $ 10,313 | |
Inventory | ||
Prepaid expenses and deposits | $ 13,927 | $ 9,589 |
Prepaid expenses, related parties | ||
Total current assets | $ 55,890 | $ 125,735 |
Fixed assets, net of accumulated depreciation of $5,004 and $4,134 respectively | 12,402 | 13,272 |
Total assets | 68,292 | 139,007 |
Current liabilities: | ||
Accounts payable | 57,207 | 82,213 |
Accrued liabilities | 55,462 | 16,872 |
Accrued interest - convertible notes payable | 190,066 | 157,625 |
Deferred revenue | 5,000 | 5,000 |
Due to related parties | 20,703 | 16,725 |
Line of credit, net of debt discount | 582,695 | 388,172 |
Notes payable | 50,000 | 50,000 |
Notes payable, related party | 200,000 | 200,000 |
Convertible note payable | 28,000 | 28,000 |
Total current liabilities | 1,189,133 | 944,607 |
Long term liabilities: | ||
Convertible notes payable, net of debt discount | 983,861 | 981,795 |
Convertible notes payable, related party | 50,000 | 50,000 |
Total liabilities | 2,222,994 | 1,976,402 |
Stockholders' deficit: | ||
Preferred Stock | 200 | 200 |
Common Stock, par value $0.0001; authorized shares 200,000,000; issued and outstanding shares 27,269,436 and 26,739,002, respectively | 2,728 | 2,675 |
Additional paid in capital | $ 3,246,066 | $ 2,783,979 |
Less: stock subscriptions receivable | ||
Accumulated deficit | $ (5,403,716) | $ (4,624,269) |
Total stockholders' deficit | (2,154,702) | (1,837,395) |
Total liabilities and stockholders' deficit | 68,292 | 139,007 |
Preferred Stock - Series B [Member] | ||
Stockholders' deficit: | ||
Preferred Stock | $ 20 | $ 20 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fixed assets, accumulated depreciation | $ 5,004 | $ 4,134 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,269,436 | 27,269,436 |
Common stock, shares outstanding | 26,739,002 | 26,739,002 |
Preferred Stock - Series B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues - related party | ||
Cost of goods sold | ||
Gross Profit | ||
Operating expenses: | ||
Sales and marketing | $ 61,903 | $ 52,414 |
Research and development | 23,405 | 15,552 |
General and administrative | 606,199 | 153,866 |
General and administrative, related parties | 23,556 | 76,810 |
Total operating expenses | 715,063 | 298,642 |
Operating loss | $ (715,063) | (298,642) |
Other income (expense): | ||
Interest income | 82 | |
Interest expense | $ (55,798) | (26,650) |
Interest expense, related party | (1,997) | (1,000) |
Amortization of debt discount | $ (6,589) | (2,043) |
Other income | 5,020 | |
Total other income (expense) | $ (64,384) | (24,591) |
Net loss | $ (779,447) | $ (323,233) |
Net Income (loss) per common share: Basic and Diluted | $ (0.03) | $ (0.02) |
Weighted-average common shares outstanding: Basic and Diluted | 27,001,222 | 21,044,896 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net loss | $ (779,447) | $ (323,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount, convertible notes | 6,589 | 2,043 |
Equity-based compensation expense | $ 462,140 | 72,265 |
Convertible notes payable issued for services | 18,000 | |
Depreciation | $ 870 | $ 871 |
Changes in operating assets and liabilities: | ||
Increase in Accounts receivable - related party | 10,313 | |
Increase in Prepaid expenses and deposits | $ (4,338) | $ (7,317) |
Decrease in Prepaid expenses, related parties | 1,500 | |
Increase / (Decrease) in Accounts payable and accrued expenses | $ (25,006) | $ 41,060 |
Increase in Accrued liabilities | 59,293 | |
Increase in Accrued interest notes payable | 32,441 | |
Due to related parties | (16,725) | $ 24,475 |
Net cash (used in) operating activities | $ (253,870) | (170,336) |
Investing activities: | ||
Cash acquired in reverse capitalization | (15,000) | |
Net cash used in investing activities | $ (15,000) | |
Financing activities: | ||
Proceeds from line of credit | $ 190,000 | |
Proceeds from issuance of convertible notes payable | $ 100,000 | |
Net cash provided by financing activities | $ 190,000 | 100,000 |
Net (decrease) increase in cash | (63,870) | (85,336) |
Cash and cash equivalents, beginning of period | 105,833 | 100,355 |
Cash and cash equivalents, end of period | $ 41,963 | $ 15,019 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Convertible note payable issued for services | $ 18,000 | |
Equity interest issued for services | $ 72,265 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended March 31, 2016 are not necessarily indicative of results for the full fiscal year. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. Aquarius Cannabis Inc. ("we", "our", "us" or "Aquarius") was formed on July 3, 2014, under the laws of the State of Nevada, for the purpose of acquiring Aquarius Holdings LLC ("Aquarius Colorado"), a Colorado limited liability company, through an exchange of shares of our common and preferred stock to acquire 100% of the membership interests of Aquarius Colorado (the Exchange). It was our intention that, subsequent to completion of the Exchange, we would continue with the process of filing a Form S-1 Registration Statement with the Securities and Exchange Commission and achieve a listing for our common shares on the OTC Bulletin Board ("OTCBB") interdealer quotation system. Aquarius Colorado is a limited liability company organized on October 20, 2011 under the laws of the State of Colorado. The Exchange of our common and preferred shares for the acquisition of 100% of the membership interests of Aquarius Colorado was completed on December 1, 2014. Pursuant to the Exchange, we issued 18,000,000 shares of our common stock and 2,000,000 shares of our preferred stock, both with a par value of $0.0001 per share, resulting in former members of Aquarius Colorado owning 90% of our outstanding common shares and 100% of our outstanding preferred shares. This reverse merger was accounted for as a reverse capitalization with Aquarius Colorado, the legally acquired entity, being treated as the acquirer of Aquarius for accounting and financial reporting purposes. Consequently, the accompanying condensed consolidated unaudited financial statements reflect the operations of Aquarius Colorado since Inception (October 20, 2011) and for Aquarius from the effective date of the Exchange (December 1, 2014). Our principal business is the development, marketing and licensing of cannabis brands and to provide a variety of ancillary services, including production processes, components and consulting services to the cannabis industry. We are currently conducting research and development activities and preliminary marketing activities to develop and license proprietary production processes and new cannabis brands. We have only recently begun operations and we rely upon borrowings and the issuance of our common shares for cash to fund our operations as we have only generated nominal revenue to date. Our business is subject to significant risks and uncertainties, including failure to secure additional funding necessary to complete the development of our products and services and to bring our products and services to market. We do not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor do we intend to do so in the future. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern | |
Going Concern | Note 2 Going Concern Our consolidated financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. Since the inception ( October 20, 2011) Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. We anticipate that additional funding will be in the form of loans and equity financing from the sale of our common stock. We may also seek to obtain loans from our current investors. Currently, there are no arrangements in place for equity funding or new loans. There is no assurance that this series of events will be satisfactorily completed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Basis of Presentation Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The Company fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented. We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. Development Stage Company We are a development stage company as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities". Additional disclosures required as a development stage company are that our financial statements be identified as those of a development stage company, and that the statements of operations, changes in stockholders deficit and cash flows disclosed activity since the date of our inception (October 11, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. Consequently, these additional disclosures are not included in our financial statements. Reclassification Certain reclassifications have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). Principles of Consolidation and Reverse Capitalization As previously disclosed, effective December 1, 2014, we exchanged a total of 18,000,000 shares of our common stock and 2,000,000 shares of our preferred stock in exchange for the acquisition of 100% of the membership interests in Aquarius Colorado. Although we were the legal acquirer, the transaction has been accounted for as a reverse merger with Aquarius Colorado in the form of a reverse capitalization, whereby Aquarius Colorado becomes the accounting acquirer. Accordingly, the accompanying condensed consolidated unaudited financial statements reflect the results of Aquarius Colorado since Inception ( October 20, 2011) and of Aquarius from the effective date of the Exchange (December 1, 2014) Fair Value of Financial Instruments We value our financial assets and liabilities using fair value measurements. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, note receivable, prepaid expenses and deposits, accounts payable, amounts due from and to related parties, note payable and note payable, related party approximates fair value because of the short-term nature of these financial instruments. The carrying amount of our convertible notes payable at March 31, 2016 and December 31, 2015, approximates their fair value based on our incremental borrowing rates. Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet date. Cash and Cash Equivalents We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. Notes Receivable and Allowance for Doubtful Accounts We provide an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customers access to capital, the customers willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. As of March 31, 2016 and December 31, 2015, we had no allowances on current receivables. Inventories The Companys inventories consist entirely of purchased finished goods. Inventories are stated at lower of cost or market. Cost is determined on the first-in, first-out basis. Fixed Assets Our fixed assets represent equipment stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from three to ten years. During the years ended December 31, 2015 and there were no purchases of fixed assets. During the year ended December 31, 2014 we purchased $17,407 of equipment. We incurred depreciation expense of $870 and $871, for the three months ended March 31, 2016 and 2015, respectively. Impairment of Long-Lived Assets When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Revenue Recognition We recognize revenue in accordance with ASC 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. We defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required. As of March 31, 2016 and December 31, 2015, the Company has recorded deferred revenue of $5,000, recognition of the revenue is contingent on the grow operation on which we consulted getting to harvest and ultimately to market which is anticipated to be completed by June 30, 2016. During the years ended December 31, 2015 the Company generated revenue from the sale of products to an entity controlled by a shareholder and brother to Mr. Lawyer. Advertising Expense Advertising is expensed as incurred. We incurred $24,983 and $0 of advertising expense during the three months ended March 31, 2016 and 2015, respectively. Research and Development Expense Research and development ("R&D") costs are charged to expense as incurred. Our R&D costs include, but are not limited to, consulting service fees and materials and supplies used in the development of our proprietary brands and processes. We incurred R&D expense during the three months ended March 31, 2016 and 2015 of $23,405 and $15,552, respectively. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. Income Taxes From its inception on October 20, 2011, through the effective date of the Exchange on December 1, 2014, Aquarius Holdings LLC was a limited liability company treated as a partnership for federal and state income tax purposes and all its income tax liabilities and, or, benefits were passed through to its members. As such, it did not recognize federal or state income taxes in the accompanying financial statements for the period from its inception on October 20, 2011 to December 1, 2014. Any uncertain tax position taken by its members did not result in an uncertain tax position of Aquarius Holdings LLC. Aquarius Cannabis Inc. was a taxable entity from its incorporation on July 3, 2014 and Aquarius Holdings LLC became a taxable entity from the effective date of the Exchange on December 1, 2014. Accordingly, Federal and State income taxes are recognized in the accompanying financial statements for Aquarius Cannabis, Inc. from July 3, 2014 and for Aquarius Holdings LLC from December 1, 2014. Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that we do not consider it more likely than not that a future tax asset will be recovered, we will provide a valuation allowance against the excess. We follow the provisions of ASC 740, "Income Taxes". As a result of ASC 740, we make a comprehensive review of our portfolio of tax positions in accordance with recognition standards established by ASC 740. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. Net Income (Loss) Per Share We compute net income (loss) per share in accordance with ASC 260, "Earnings per Share." Under the provisions of ASC 260, basic net income (loss) per share includes no dilution and is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share takes into consideration shares of common stock outstanding (computed under basic net income (loss) per share) and potentially dilutive securities that are not anti-dilutive. During the three months ended March 31, 2016 and 2015, there were potentially dilutive warrants and convertible debt instruments issued and outstanding. However, these potentially dilutive securities were excluded from the calculation of our loss per share as we incurred losses in all periods presented and their inclusion would have been anti-dilutive. New Accounting Standards From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASCs are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 Notes Receivable Effective February 25, 2015, we issued a $15,000 unsecured promissory note to Kyle Schuck, an outside contractor. The promissory note bore interest at 10.25% per annum and was to be paid in eight monthly payments of $2,000, beginning on June 28, 2015 and continuing until January 28, 2016. On July 29, 2015, the promissory note was repaid in full and the interest was forgiven. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 5 Line of Credit March 31, 2016 December 31, 2015 Draws $ 590,000 400,000 Less: unamortized debt discount (7,305 ) (11,828 ) Balance $ 582,695 $ 388,172 On June 22, 2015, we entered into an unsecured credit facility with an existing investor (Lender), which provided up to $750,000 in debt financing with all outstanding principal and accrued interest due on June 21, 2016 unless extended by mutual consent. The agreement calls for a 24% annual interest rate on the outstanding principal balance with accrued interest payable monthly and is limited to monthly draws of $100,000 unless otherwise approved by the Lender. The agreement states that within 120 days of the execution of the agreement, we will issue 200,000 shares of preferred stock valued at $20 ($.0001 per share) and 100,000 warrants to purchase common stock at $0.40 per share, those warrants expiring one year from the date our shares of common stock begins publicly trading on any public exchange. The warrants were valued using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 157%, risk free interest rate of .87%, and expected life of 1 year with a fair value of $18,119. As of March 31, 2016 and December 31, 2015 we have drawn down $590,000 and $400,000 on the credit facility and amortized $10,752 and $6,229, respectively of the debt discount. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | Note 6 Notes Payable Our notes payable consists of the following: March 31, 2016 December 31, 2015 Note payable $ 50,000 $ 50,000 Note payable, related party $ 200,000 $ 200,000 Note Payable Effective June 21, 2012, we issued a $50,000 unsecured demand promissory note to Daniel Hagel, one of our shareholders. The promissory note bears interest at 2% per annum, to be paid annually, beginning on June 21, 2015. As further consideration for making this loan, on June 21, 2012, we issued 2,723,346 common shares and 302,594 preferred shares, as of that date, to Mr. Hagel. The promissory note was recorded in our financial statements at its face value of $50,000. The $50,000 cash proceeds received from Mr. Hagel were allocated between the respective common, preferred shares and the promissory note based on their relative fair values, as determined by us, as of the date of the note (June 21, 2012). The fair value of common shares and promissory note were determined to be $50,000 and $0, respectively. Accordingly, the $50,000 cash proceeds were allocated in their entirety to the common shares and a corresponding $50,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $50,000 debt discount was immediately amortized to interest expense in 2012 as an additional cost of this borrowing. On March 1, 2013, new investors were issued 6,808,320 common shares and 756,480 preferred shares which resulted in dilution of Mr. Hagels pro-rata interest in us and consequently, as a shareholder holding less than 10% shareholder interest, as of that date, Mr. Hagel was no longer considered to be a related party for financial reporting purposes. Accordingly, the $50,000 note payable was reclassified from note payable, related party to note payable as of that date. During the three months ended March 31, 2016 and 2015, we incurred interest expense on the above note payable of $250, and $250, respectively. As at March 31, 2016 and December 31, 2015, accrued interest payable on the above note payable is $3,777 and $3,527, respectively, and is included in accrued liabilities on our balance sheets. Note Payable, Related Party Effective March 11, 2013, we issued a $200,000 unsecured demand promissory note to Ernest Rudyak, one of our directors. The promissory note bears interest at 2% per annum, to be paid annually. As further consideration for making this loan, on March 1, 2013, we issued 5,446,656 common shares and 605,184 preferred shares to Mr. Rudyak. The promissory note was recorded in our financial statements at its face value of $200,000. The $200,000 cash proceeds received from Mr. Rudyak were allocated between the commons shares, preferred shares and the promissory note based on relative fair values, as determined by us, as of the date of the note (March 11, 2013). The fair value of the common shares and promissory note were determined to be $200,000 and $0, respectively. Accordingly, the $200,000 cash proceeds were allocated in their entirety to the common shares and a corresponding $200,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $200,000 debt discount was immediately amortized to interest expense in 2013 as an additional cost of this borrowing. During the three months ended March 31, 2016 and 2015, we incurred interest expense on the above note payable of $1,000 and $1,000, respectively. At March 31, 2016 and December 31, 2015, accrued interest payable on the above note payable was $12,219 and $11,219, respectively, and is included in due to related parties on our balance sheets. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 7 Convertible Notes Payable Our convertible notes payable consist of the following: March 31, 2016 December 31, 2015 Convertible notes payable, short term Convertible note payable MSMN18 $ 18,000 $ 18,000 Convertible note payable MSMN10 10,000 10,000 Convertible notes payable, short term, total $ 28,000 $ 28,000 Convertible notes payable, long term Convertible note payable - Blackbridge $ 250,000 $ 250,000 Convertible notes payable 12% Notes 325,000 325,000 Convertible notes payable 8% Notes 395,000 395,000 Convertible note payable 8% Notes, related party 50,000 50,000 Convertible note payable - KCSA 15,000 15,000 Convertible notes payable, long term, total 1,035,000 1,035,000 Less: convertible note payable, related party (50,000 ) (50,000 ) Less: unamortized debt discount (1,139 ) (3,205 ) Convertible notes payable, long term, net of debt discount, total $ 983,861 $ 981,795 On May 1, 2014, we entered into a consulting agreement with Blackbridge Capital, LLC, ("Blackbridge") to provide business advisory services, including introductions to prospective transaction parties in exchange for a $250,000 two-year unsecured convertible promissory note (the "Blackbridge Note") dated May 1, 2014, accruing interest at 12% per annum due upon maturity of the note. The Blackbridge Note is convertible by the holder into common stock, if or when, our shares of common stock become listed on the OTCBB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for our common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the Blackbridge Note's conversion feature as our common stock is not publicly quoted and therefore the Note is not currently convertible. We will record the estimated value of such conversion feature, if or when, our common stock becomes publicly quoted. The Company believes that Blackbridge did not provide the services bargained for under the consulting agreement, and we are currently being advised by legal counsel with respect to our rights and remedies. During the period from May 15, 2014, through June 2, 2014, we sold six convertible two-year convertible promissory notes (the "12% Notes") for total proceeds of $325,000. The 12% Notes are unsecured and accrue interest at 12% and interest is due upon maturity of the note. The 12% Notes are convertible by the holder into common stock, if or when, our shares of common stock become listed on the OTCBB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the 12% Notes' conversion feature as our common stock is not publicly quoted and therefore the 12% Notes are not currently convertible. We will record the estimated value of such conversion feature, if or when, our common stock becomes publicly quoted. In conjunction with the sale of the 12% notes, we issued each note holder 0.918 common shares and 0.102 preferred shares for every dollar of convertible note sold which resulted in a total of 298,350 common shares and 33,150 preferred shares being issued to holders of the 12% notes. The value of the shares issued totaled $16,575 which was recorded as a debt discount. During the period from July 23, 2014, through December 31, 2014, we sold 22 two-year convertible promissory notes (the "8% Notes") for total proceeds of $445,000. The 8% Notes are unsecured and accrue interest at 8% and interest is due upon maturity of the note. The 8% Notes are convertible by the holder into shares of our common stock, if or when, our shares of common stock become listed on the OTCBB, beginning on the 40 th On December 19, 2014, we entered into a consulting agreement with KCSA Strategic Communications, ("KCSA") to provide marketing services, in exchange for a $15,000 two-year unsecured convertible promissory note (the "KCSA Note") dated December 19, 2014, accruing interest at 8% per annum due upon maturity of the note. The KCSA Note is convertible by the holder into shares of our common stock, if or when, our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. We have not assigned any value to the KCSA Note's conversion feature as our common stock is not publicly quoted and therefore the KCSA Note is not currently convertible. We will record the estimated value of such conversion feature, if or when, our common stock becomes publicly quoted. On March 1, 2015, we entered into a services agreement with My Social Marketing Network, LLC, ("MSMN") to provide internet marketing services, in exchange for a $18,000 one-year unsecured convertible promissory note (the "MSMN18 Note"), accruing interest at 8% per annum due upon maturity of the note. The MSMN18 Note is convertible by the holder into shares of our common stock at any time following forty (40) days from the date our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. We have not assigned any value to the MSMN18 Note's conversion feature as our common stock is not publicly quoted and therefore the MSMN18 Note is not currently convertible. We will record the estimated value of such conversion feature, if or when, our common stock becomes publicly quoted. On July 23, 2015, we entered into a services agreement with My Social Marketing Network, LLC, ("MSMN") to provide internet marketing services, in exchange for a $10,000 one-year unsecured convertible promissory note (the "MSMN18 Note"), accruing interest at 8% per annum due upon maturity of the note. The MSMN18 Note is convertible by the holder into shares of our common stock at any time following forty (40) days from the date our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. We have not assigned any value to the MSMN18 Note's conversion feature as our common stock is not publicly quoted and therefore the MSMN18 Note is not currently convertible. We will record the estimated value of such conversion feature, if or when, our common stock becomes publicly quoted. During the three months ended March 31, 2016 and 2015 we incurred interest expense applicable to our convertible notes payable of $26,936 and $26,650 respectively. As at March 31, 2016 and December 31, 2015, accrued interest payable was $190,066 and $157,624, respectively, and this amount is included in accrued liabilities on our balance sheets. Amortization of Debt Discount, Convertible Notes During the three months ended March 31, 2016 and 2015, we incurred amortization of debt discount expense, on the 12% Notes of $6,589 and $2,043, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 Commitments and Contingencies Contractual Obligations and Commercial Commitments We have independent contractor agreements which expire at various times through December 2015. Such agreements, which have been revised from time to time, provide for minimum salary levels, share-based compensation and commissions as well as for incentive bonuses that are payable if specified management goals are attained. Commission agreements include a commitment to pay one of our independent contractors a 60% commission, payable in our common shares, on all California portfolio brand revenue generated during the first year of California sales. Legal Proceedings We were not subject to any legal proceedings as of March 31, 2016 and December 31, 2015, and, to the best of our knowledge, no legal proceedings are pending or threatened. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 Stockholders' Deficit Preferred Stock We are authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share. Each share of preferred stock shall have one hundred (100) votes per share for all purposes. Our preferred stock does not provide preemptive, subscription, liquidation or conversion rights and there are no redemption or sinking fund provisions or rights. The preferred stock can be redeemed by us at any time with no consideration provided. Our preferred stockholders are not entitled to cumulative voting for election of our Board. Of the 20,000,000 shares of preferred stock the company is authorized to issue, we have issued 2,000,000 shares designated as Series A Preferred and 200,000 shares designated as Series B Preferred. Both Series A and Series B carry the same shareholder rights as outlined above. On July 6, 2015, we entered into a new unsecured credit facility with an existing related party (Lender), which provided up to $750,000 in debt financing with all outstanding principal and accrued interest due on June 21, 2016 unless extended by mutual consent. The agreement calls for a 24% annual interest rate on the outstanding principal balance with accrued interest payable monthly and is limited to monthly draws of $100,000 unless otherwise approved by the Lender. The agreement states that within 120 days of the execution of the agreement, we will issue 200,000 shares of series B preferred stock and 100,000 warrants to purchase common stock at $0.40 per share, those warrants expiring one year from the date our shares of common stock begins publicly trading on any public exchange. As of March 31, 2016 and December 31, 2015 we received $590,000 and $400,000. Common Stock We are authorized to issue 200,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock shall have one (1) vote per share for all purposes. Our common stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stockholders are not entitled to cumulative voting for election of our Board. Common and Preferred Stock Issued and Outstanding As at March 31, 2016 and December 31, 2015, there were a total of 27,269,436 and 26,737,902 shares of common stock and 2,200,000 preferred shares issued and outstanding. On January 2, 2015, we issued 464,525 common shares to contractors for services valued at $36,094 which were provided between August and December 2014. These shares had been disclosed as Common Stock earned, but not yet issued as of December 31, 2014. On February 23, 2015, we sold 1,000,000 shares of common stock to a new investor. The investment includes warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $0.40 per share, those warrants expiring one year from the first day that the common stock is traded on the OTCQB marketplace. The investment also includes warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $0.50 per share, those warrants expiring two years from the first day that the common stock is traded on the OTCQB marketplace. The investment totaled $250,000 of which $100,000 was received on February 24, 2015 and the balance of $150,000 was received on April 2, 2015. On March 25, 2015, we sold 2,000,000 shares of common stock to an existing investor which included warrants to purchase up to 750,000 shares of common stock at an exercise price of $0.40 per share, those warrants expiring one year from the first day that the common stock is traded on any exchange, warrants to purchase up to 1,250,000 shares of common stock at an exercise price of $0.40 per share, those warrants expiring one year one year from the date of purchase, and warrants to purchase up to 2,000,000 shares of common stock at an exercise price of $0.50 per share, those warrants expiring two years from the first day that the common stock is traded on any exchange. The investment is to be paid in installments of $62,500 per month between April and November 2015 for a total investment of $500,000. As of December 31, 2015, all 2,000,000 of these common shares are recorded as issued and outstanding and all owed had been received. On April 1, 2015, we issued 621,040 shares of common stock, valued at $0.11 per share, based on the most recent cash sale of common stock, which was earned by contractors during the three months ended March 31, 2015. On April 27, 2015, we sold 225,000 shares of common stock at a price of $0.33 per share to a new investor which included warrants to purchase up to 225,000 shares of common stock at an exercise price of $0.75 per share, those warrants expiring 18 months from the first day that the common stock is traded on any exchange. The investment totaled $75,000 which was received in its entirety on May 11, 2015. On May 1, 2015, we issued 129,732 shares of common stock, valued at $0.208 per share, based on the most recent cash sale of common stock, for services provided by contractors in April 2015. On June 30, 2015, we issued 234,765 shares of common stock, valued at $0.208 per share, based on the most recent cash sale of common stock, for services provided by contractors in May and June 2015. On July 14, 2015, we sold 100,000 shares of common stock to a new investor which included 100,000 warrants to purchase up to an additional 100,000 shares of common stock at an exercise price of $0.80 per share, those warrants expiring two years from the first day that the common stock is traded on the OTCQB marketplace. The investment totaled $50,000 which was received by us on July 20, 2015. On July 15, 2015, we agreed to issue a total of 1,000,000 shares of common stock, valued at $0.302 per share, based on the most recent cash sale of common stock to several Employees of the Company. All 1,000,000 shares were issued on September 3, 2015. On September 28, 2015, the Company agreed to issue 50,000 shares of common stock valued at $0.302 per share, based on the most recent cash sale of common stock to an individual in consideration for the termination of the joint venture agreement first entered into on April 23, 2015. On September 30, 2015, we agreed to issue a total of 496,240 shares of common stock, valued at $0.302 per share, based on the most recent cash sale of common stock to several Employees and consultants of the Company. All 496,240 shares were issued on October 23, 2015. As at September 30, 2015, there were a total of 26,378,802 shares of common stock, 2,000,000 shares of preferred stock and 200,000 shares of preferred stock series B issued and outstanding. As of December 31, 2015 agreed to issue 360,200 common shares to several contractors and employees of the company for services provided to us valued at $0.302 per share, based on the most recent cash sale of common stock. During the three months ended March 31, 2016 the Company agreed to issue 530,434 common shares to several contractors and employees of the company for services provided to us valued at $0.302 per share, based on the most recent cash sale of common stock. Warrants Issued On June 22, 2015, we entered into a new unsecured credit facility with an existing investor (Lender), which provided up to $750,000 in debt financing with all outstanding principal and accrued interest due on June 21, 2016 unless extended by mutual consent. The agreement calls for a 24% annual interest rate on the outstanding principal balance with accrued interest payable monthly and is limited to monthly draws of $100,000 unless otherwise approved by the Lender. The agreement states that within 120 days of the execution of the agreement, we will issue 200,000 shares of preferred stock valued at $20 ($.0001 per share) and 100,000 warrants to purchase common stock at $0.40 per share, those warrants expiring one year from the date our shares of common stock begins publicly trading on any public exchange. The warrants were valued using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 157%, risk free interest rate of .87%, and expected life of 1.41 years with a fair value of $18,119. As of March 31, 2016 and December 31, 2015 we have drawn down $590,000 and $400,000, respectively on the credit facility. On July 14, 2015, we sold 100,000 shares of common stock to a new investor which included 100,000 warrants to purchase up to 100,000 shares of common stock at an exercise price of $0.80 per share, those warrants expiring two years from the first day that the common stock is traded on the OTCQB marketplace. The investment totaled $50,000 which was received by us on July 20, 2015. On September 30, 2015, the Company agreed to issue 60,913 warrants to several contractors as compensation for services. The warrants will expire 24 months from the start of trading and have an exercise price of $0.30. The warrants were valued using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 157%, risk free interest rate of .87%, and expected life of 2.41 years with a fair value of $14,342. On December 1, 2015 the Company entered into an agreement with an independent contractor for financial consulting services. The term of the agreement is one year and continues for additional one (1) year periods unless the Company gives Contractor not less than three (3) months prior written notice of non-renewal. The Company agreed to pay to the Contractor $7,500 per month in advance for his services (whether solely as an independent contractor or as an independent contractor and Chairman of the Board and/or Acting CFO). Beginning on the first day of the first calendar quarter following the Companys receipt of at least $500,000 in gross proceeds from the sale of its equity securities to one or more third parties, the Company will pay the Contractor $22,500 per quarter in advance. The Company also agreed to issue to the Contractor 26,000 common shares of the Company per month. The Contractor may elect to receive, at his sole election, in lieu of the Shares, Non-Qualified Stock Options to acquire Shares of the Company with an exercise price equal to the FMV of Shares on the date of issuance and a term of 7 years from the date of issuance. The Company agreed to issue the Contractor, an aggregate of 3,500,000 warrants with a standard cashless exercise feature, to vest based upon the schedule below, with the caveat that no additional warrants shall vest to Consultant after a termination (a) by the Company for Cause, as defined herein, or (b) by the Consultant without Cause: i. 2,000,000 warrants shall vest upon the Effective Date; ii. An additional 375,000 warrants shall vest after 3 months of service beginning on the Effective Date; iii. An additional 375,000 warrants shall vest after 6 months of service beginning on the Effective Date; iv. An additional 375,000 warrants shall vest after 9 months of service beginning on the Effective Date; and v. An additional 375,000 warrants shall vest after 12 months of service beginning on the Effective Date. The Warrants will have an exercise price of $0.077 and will expire seven (7) years from the date of issuance. Should the Contractor terminate this Agreement without Cause or be terminated by the Company with Cause prior to end of the Term of this Agreement, (a) Contractor shall forfeit the Warrants for any period noted above which has not yet commenced; and (b) for any period which has commenced, then the Contractor shall retain the warrants for the days that have elapsed within the period prior to the effective date of the termination, and shall forfeit the warrants not yet vested on the termination date, on a pro rata basis of 4,167 warrants vesting for each day of the period noted above which have elapsed prior to termination. The Contractor further agreed that he could only exercise warrants that have vested based upon the above. The warrants were valued using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 157%, risk free interest rate of 1.19%, and expected life of 7 years with a fair value of $603,540 at December 31, 2015. For the three months ended March 31, 2016 the Company expensed $276,622 for the vested portion of stock options. On February 18, 2016, Aquarius Cannabis Inc. (Aquarius) entered into a binding Memorandum of Understanding (the Agreement) with Flying Eagle Advisors, LLC (Flying Eagle), a Native American-owned cannabis management consulting and financing company, to be the distribution, branding, and cultivation consulting partner of a series of cannabis cultivation facilities owned by Native American tribes in the United States. Aquarius will be responsible for coordinating legal distribution, consulting on legal structuring and integrating the facilities into the state systems, developing the branding and marketing for all the products cultivated at the facilities, and ensuring that cultivation processes meet the rigorous brand-standards Aquarius has for its branded marijuana. Aquarius will own all the brands of the marijuana grown and distributed from these facilities. Aquarius will earn 9.77% of the gross wholesale sales of products grown in the facility, once sold by an Aquarius-licensed distribution partner. Aquarius will earn 5% of gross revenue earned by the vertically integrated cultivation and manufacturing operation, and will receive per pound cultivation consulting fees based on the level of success the clients have growing its brands. In addition to Flying Eagle, the binding agreement was signed by Growers Supply, LLC, a greenhouse design/build firm. Growers Supply, LLC will be responsible for the design, build, staffing, and day-to-day operational management of the facilities. The Agreement is conditioned upon Flying Eagle raising sufficient capital to engage the Native American tribes. Aquarius has agreed to issue Flying Eagle 100,000 warrants upon execution of this Agreement, and further equity incentives based upon certain milestones. As of March 31, 2016, the Company expensed the 100,000 warrants owed upon the execution of the memo of understanding. The warrants will expire 24 months from the start of trading and have an exercise price of $0.15. The warrants were valued using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 155%, risk free interest rate of .71%, and expected life of 2 years with a fair value of $24,573. The following tables summarize our share warrants outstanding as of March 31, 2016 and December 31, 2015: Year Ended December 31, 2015 Number of Shares Weighted Average Remaining Life (years) Weighted Average Exercise Price Warrants outstanding, December 31, 2014 $ Issued 8,485,913 2.5 0.37 Exercised Cancelled Expired Warrants outstanding, December 31, 2015 8,485,913 2.5 $ 0.47 Issued 475,000 5.7 0.23 Exercised Cancelled Expired Warrants outstanding, March 31, 2016 8,960,913 2.48 $ 0.36 Warrants exercisable, March 31, 2016 3,350,000 4.1 $ 0.15 The following table summarizes information about warrants outstanding at March 31, 2016: Exercise Price Warrants Outstanding Weighted Average Life of Outstanding Warrants In Years $0.08 2,375,000 6.7 $0.15 100,000 1.9 $0.30 60,913 1.8 $0.40 3,100,000 .6 $0.50 3,000,000 1.3 $0.75 225,000 .6 $0.80 100,000 1.8 Balance March 31, 2016 8,960,913 2.5 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 - Related Party Transactions Management Fees Related Parties In addition to the related party transactions described in Note 5 Notes Payable Note 6 Convertible Notes Payable During The Three Months Ended March 31, 2016 2015 Management fees Mr. Grede and TAA $ $ 12,000 Management fees Mr. Lawyer and TAG 41,500 $ $ 53,500 Interest Expense and Interest Payments Related Party During The Three Months Ended March 31, 2016 2015 Interest expense Mr. Rudyak $ 1,000 $ 1,000 Due to Related Parties Accounts payable and accrued interest payable owed to related parties are included in due to related parties in our balance sheets as follows: March 31, 2016 December 31, 2015 Accrued interest payable - Mr. Rudyak $ 12,220 $ 11,220 Accrued interest - convertible notes 8,503 5,505 Due to related parties total $ 20,703 $ 16,725 Notes Payable Related Parties As described in Note 6 Notes Payable There were no borrowings or repayments to related parties as of March 31, 2016 and December 31, 2015. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Note 11 Share-based Compensation Share-based Compensation Expense Equity-based compensation expense is included in our statements of operations for the three month ended March 31, 2016 and 2015 as follows: For the Three Months Ended March 31, 2016 2015 Research and development expense $ 724 $ 1,665 General and administrative expense 437,860 48,955 General and administrative expense, related party 23,556 21,645 $ 462,140 $ 72,265 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 Income Taxes From its inception on October 20, 2011 through the effective date of the Exchange on December 1, 2014, Aquarius Holdings LLC was a limited liability company treated as a partnership for federal and state income tax purposes and all its income tax liabilities and, or, benefits were passed through to its members. As such, it did not recognize federal or state income taxes in the accompanying financial statements for the period its inception on October 20, 2011 to December 1, 2014. Any uncertain tax position taken by its members did not result in an uncertain tax position of Aquarius Holdings LLC. In accordance with the Aquarius Holdings LLCs Membership Agreement, to the extent possible without impairing its ability to continue to conduct its business and activities, and in order to permit its members to pay taxes on the taxable income of Aquarius Holdings LLC, Aquarius Holdings LLC was required to make distributions to its members in amounts equal to the estimated tax liability of the members computed as if the members paid income tax at the highest marginal federal and state rate applicable to an individual resident of Colorado, in the event that taxable income is generated for the members. There was no taxable income and therefore no distributions for the period from October 20, 2011 to December 1, 2014. Aquarius Cannabis Inc. was a taxable entity from its incorporation on July 3, 2014 and Aquarius Holdings LLC became a taxable entity from the effective date of the Exchange on December 1, 2014. Accordingly, Federal and State income taxes are recognized the accompanying financial statements for Aquarius Cannabis Inc. from July 3, 2014 and for Aquarius Holdings LLC from December 1, 2014. The Companys accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Companys net deferred tax assets. The Company primarily considered such factors as the Companys history of operating losses, the nature of the Companys deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events On June 22, 2015, we entered into a new unsecured credit facility with an existing investor (Lender), which provided up to $750,000 in debt financing with all outstanding principal and accrued interest due on June 21, 2016 unless extended by mutual consent. The agreement calls for a 24% annual interest rate on the outstanding principal balance with accrued interest payable monthly and is limited to monthly draws of $100,000 unless otherwise approved by the Lender. Subsequent to March 31, 2016 we drew down an additional $160,000. As of May 9, 2016, a holder of a $50,000 convertible note at 12% agreed to amend the original terms of the convertible note. The amendment creates a $0.125 conversion price floor, extends the maturity date from May 19, 2016 to November 17, 2017, limits to a maximum of $25,000 for conversions within a thirty (30) day period, limits the maximum sale on converted shares to 20% of previous thirty (30) day average daily share trade volume for share prices under $0.40, and allows a $0.20 conversion price during first 120 days of trading, subject to the maximum conversion and sale conditions listed above. As of May 15, 2016 holders of $225,000 of convertible notes elected to convert their note balances and accrued interest of $53,424 into common stock at a conversion price of $0.125 per share. The Company has agreed to issue a total of 2,227,397 shares of common stock. As of June 22, 2016, the 2,227,397 shares of common stock were issued to the noteholders. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The Company fiscal year end is December 31. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented. We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. |
Development Stage Company | Development Stage Company We are a development stage company as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities". Additional disclosures required as a development stage company are that our financial statements be identified as those of a development stage company, and that the statements of operations, changes in stockholders deficit and cash flows disclosed activity since the date of our inception (October 11, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. Consequently, these additional disclosures are not included in our financial statements. |
Reclassification | Reclassification Certain reclassifications have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). |
Principles of Consolidation and Reverse Capitalization | Principles of Consolidation and Reverse Capitalization As previously disclosed, effective December 1, 2014, we exchanged a total of 18,000,000 shares of our common stock and 2,000,000 shares of our preferred stock in exchange for the acquisition of 100% of the membership interests in Aquarius Colorado. Although we were the legal acquirer, the transaction has been accounted for as a reverse merger with Aquarius Colorado in the form of a reverse capitalization, whereby Aquarius Colorado becomes the accounting acquirer. Accordingly, the accompanying condensed consolidated unaudited financial statements reflect the results of Aquarius Colorado since Inception ( October 20, 2011) and of Aquarius from the effective date of the Exchange (December 1, 2014) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We value our financial assets and liabilities using fair value measurements. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, note receivable, prepaid expenses and deposits, accounts payable, amounts due from and to related parties, note payable and note payable, related party approximates fair value because of the short-term nature of these financial instruments. The carrying amount of our convertible notes payable at March 31, 2016 and December 31, 2015, approximates their fair value based on our incremental borrowing rates. Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet date. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Notes Receivable and Allowance for Doubtful Accounts | Notes Receivable and Allowance for Doubtful Accounts We provide an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates regarding, among other factors, the customers access to capital, the customers willingness or ability to pay, general economic and market conditions, the ongoing relationship with the customer and uncertainties related to the resolution of disputed matters. As of March 31, 2016 and December 31, 2015, we had no allowances on current receivables. |
Inventories | Inventories The Companys inventories consist entirely of purchased finished goods. Inventories are stated at lower of cost or market. Cost is determined on the first-in, first-out basis. |
Fixed Assets | Fixed Assets Our fixed assets represents equipment stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from three to ten years. During the years ended December 31, 2015 and there were no purchases of fixed assets. During the year ended December 31, 2014 we purchased $17,407 of equipment. We incurred depreciation expense of $870 and $871, for the three months ended March 31, 2016 and 2015, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with ASC 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. We defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required. As of March 31, 2016 and December 31, 2015, the Company has recorded deferred revenue of $5,000, recognition of the revenue is contingent on the grow operation on which we consulted getting to harvest and ultimately to market which is anticipated to be completed by June 30, 2016. During the years ended December 31, 2015 the Company generated revenue from the sale of products to an entity controlled by a shareholder and brother to Mr. Lawyer. |
Advertising Expense | Advertising Expense Advertising is expensed as incurred. We incurred $24,983 and $0 of advertising expense during the three months ended March 31, 2016 and 2015, respectively. |
Research and Development Expense | Research and Development Expense Research and development ("R&D") costs are charged to expense as incurred. Our R&D costs include, but are not limited to, consulting service fees and materials and supplies used in the development of our proprietary brands and processes. We incurred R&D expense during the three months ended March 31, 2016 and 2015 of $23,405 and $15,552, respectively. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Income Taxes | Income Taxes From its inception on October 20, 2011, through the effective date of the Exchange on December 1, 2014, Aquarius Holdings LLC was a limited liability company treated as a partnership for federal and state income tax purposes and all its income tax liabilities and, or, benefits were passed through to its members. As such, it did not recognize federal or state income taxes in the accompanying financial statements for the period from its inception on October 20, 2011 to December 1, 2014. Any uncertain tax position taken by its members did not result in an uncertain tax position of Aquarius Holdings LLC. Aquarius Cannabis Inc. was a taxable entity from its incorporation on July 3, 2014 and Aquarius Holdings LLC became a taxable entity from the effective date of the Exchange on December 1, 2014. Accordingly, Federal and State income taxes are recognized in the accompanying financial statements for Aquarius Cannabis, Inc. from July 3, 2014 and for Aquarius Holdings LLC from December 1, 2014. Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that we do not consider it more likely than not that a future tax asset will be recovered, we will provide a valuation allowance against the excess. We follow the provisions of ASC 740, "Income Taxes". As a result of ASC 740, we make a comprehensive review of our portfolio of tax positions in accordance with recognition standards established by ASC 740. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share We compute net income (loss) per share in accordance with ASC 260, "Earnings per Share." Under the provisions of ASC 260, basic net income (loss) per share includes no dilution and is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share takes into consideration shares of common stock outstanding (computed under basic net income (loss) per share) and potentially dilutive securities that are not anti-dilutive. During the three months ended March 31, 2016 and 2015, there were potentially dilutive warrants and convertible debt instruments issued and outstanding. However, these potentially dilutive securities were excluded from the calculation of our loss per share as we incurred losses in all periods presented and their inclusion would have been anti-dilutive. |
New Accounting Standards | New Accounting Standards From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASCs are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption. |
Line of Credit (Tables)
Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Schedule of Line of Credit Activity | March 31, 2016 December 31, 2015 Draws $ 590,000 400,000 Less: unamortized debt discount (7,305 ) (11,828 ) Balance $ 582,695 $ 388,172 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Our notes payable consists of the following: March 31, 2016 December 31, 2015 Note payable $ 50,000 $ 50,000 Note payable, related party $ 200,000 $ 200,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Debt | Our convertible notes payable consist of the following: March 31, 2016 December 31, 2015 Convertible notes payable, short term Convertible note payable MSMN18 $ 18,000 $ 18,000 Convertible note payable MSMN10 10,000 10,000 Convertible notes payable, short term, total $ 28,000 $ 28,000 Convertible notes payable, long term Convertible note payable - Blackbridge $ 250,000 $ 250,000 Convertible notes payable 12% Notes 325,000 325,000 Convertible notes payable 8% Notes 395,000 395,000 Convertible note payable 8% Notes, related party 50,000 50,000 Convertible note payable - KCSA 15,000 15,000 Convertible notes payable, long term, total 1,035,000 1,035,000 Less: convertible note payable, related party (50,000 ) (50,000 ) Less: unamortized debt discount (1,139 ) (3,205 ) Convertible notes payable, long term, net of debt discount, total $ 983,861 $ 981,795 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following tables summarize our share warrants outstanding as of March 31, 2016 and December 31, 2015: Year Ended December 31, 2015 Number of Shares Weighted Average Remaining Life (years) Weighted Average Exercise Price Warrants outstanding, December 31, 2014 $ Issued 8,485,913 2.5 0.37 Exercised Cancelled Expired Warrants outstanding, December 31, 2015 8,485,913 2.5 $ 0.47 Issued 475,000 5.7 0.23 Exercised Cancelled Expired Warrants outstanding, March 31, 2016 8,960,913 2.48 $ 0.36 Warrants exercisable, March 31, 2016 3,350,000 4.1 $ 0.15 |
Schedule of Warrants by Exercise Price | The following table summarizes information about warrants outstanding at March 31, 2016: Exercise Price Warrants Outstanding Weighted Average Life of Outstanding Warrants In Years $0.08 2,375,000 6.7 $0.15 100,000 1.9 $0.30 60,913 1.8 $0.40 3,100,000 .6 $0.50 3,000,000 1.3 $0.75 225,000 .6 $0.80 100,000 1.8 Balance March 31, 2016 8,960,913 2.5 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Management Fees | In addition to the related party transactions described in Note 5 Notes Payable Note 6 Convertible Notes Payable During The Three Months Ended March 31, 2016 2015 Management fees Mr. Grede and TAA $ $ 12,000 Management fees Mr. Lawyer and TAG 41,500 $ $ 53,500 |
Schedule of Related Party Interest Expense and Interest Payments | Interest Expense and Interest Payments Related Party During The Three Months Ended March 31, 2016 2015 Interest expense Mr. Rudyak $ 1,000 $ 1,000 |
Schedule of Amounts Due to Related Parties | Accounts payable and accrued interest payable owed to related parties are included in due to related parties in our balance sheets as follows: March 31, 2016 December 31, 2015 Accrued interest payable - Mr. Rudyak $ 12,220 $ 11,220 Accrued interest - convertible notes 8,503 5,505 Due to related parties total $ 20,703 $ 16,725 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Allocation of Share-based Compensation Expense | Equity-based compensation expense is included in our statements of operations for the three month ended March 31, 2016 and 2015 as follows: For the Three Months Ended March 31, 2016 2015 Research and development expense $ 724 $ 1,665 General and administrative expense 437,860 48,955 General and administrative expense, related party 23,556 21,645 $ 462,140 $ 72,265 |
Nature of Operations (Details)
Nature of Operations (Details) - $ / shares | 1 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Common stock par value | $ .0001 | $ .0001 | |
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued acquisition | 2,000,000 | ||
Preferred stock par value | $ .0001 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued acquisition | 18,000,000 | ||
Preferred stock par value | $ .0001 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||
Allowances on current receivables | ||||
Deferred revenue | $ 5,000 | $ 5,000 | ||
Advertising expense | 24,983 | |||
Research and development expense | $ 23,405 | $ 15,552 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued acquisition | 18,000,000 | |||
Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued acquisition | 2,000,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Fixed Assets) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 870 | $ 871 | ||
Purchase of fixed assets | $ 17,407 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Fixed asset estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Fixed asset estimated useful lives | 10 years |
Notes Receivable (Details)
Notes Receivable (Details) - Unsecured Promissory Note to Outside Contractor [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Receivables with Imputed Interest [Line Items] | |
Effective date | Feb. 25, 2015 |
Note value | $ 15,000 |
Interest rate | 10.25% |
Monthly payment | $ 2,000 |
Due date | Jan. 28, 2016 |
Repayment date | Jul. 29, 2015 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||||
Line of credit, net of debt discount | $ 582,695 | $ 388,172 | ||
Amortization of debt discount | $ 6,589 | $ 2,043 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Preferred stock, par value | $ .0001 | |||
Equity Issued Per Line of Credit Agreement [Member] | Preferred Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Shares issued | 200,000 | |||
Value of shares issued | $ 20 | |||
Preferred stock, par value | $ .0001 | |||
Equity Issued Per Line of Credit Agreement [Member] | Warrant [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of warrants issuable under agreement | 200,000 | |||
Warrant term | 1 year | |||
Warrant exercise price | $ 0.40 | |||
Valuation method used | Black-Scholes Option Pricing Model | |||
Dividend yield | 0.00% | |||
Annual volatility | 157.00% | |||
Risk free interest rate | 0.87% | |||
Expected term | 1 year | |||
Fair value of warrants | $ 18,119 | |||
Unsecured Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Draws | 590,000 | $ 400,000 | ||
Less: unamortized debt discount | (7,305) | (11,828) | ||
Line of credit, net of debt discount | 582,695 | 388,172 | ||
Amortization of debt discount | $ 10,752 | $ 6,229 | ||
Issuance date | Jun. 22, 2015 | |||
Maximum borrowing capacity | $ 750,000 | |||
Maturity date | Jun. 21, 2016 | |||
Interest rate | 24.00% | |||
Maximum monthly borrowing capacity | $ 100,000 |
Notes Payable (Schedule of Note
Notes Payable (Schedule of Notes Payable) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Notes Payable [Abstract] | ||
Note payable | $ 50,000 | $ 50,000 |
Note payable, related party | $ 200,000 | $ 200,000 |
Notes Payable (Note Payable) (D
Notes Payable (Note Payable) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||||||||||
Amortization of debt discount | $ 6,589 | $ 2,043 | ||||||||
Interest expense | 55,798 | 26,650 | ||||||||
Accrued interest | $ 190,066 | $ 157,625 | ||||||||
Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Stock issued | 50,000 | 1,000,000 | 100,000 | 225,000 | 2,000,000 | 1,000,000 | ||||
Notes Payable [Member] | Shareholder Notes Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Issuance date | Jun. 21, 2012 | |||||||||
Face amount | $ 50,000 | |||||||||
Interest rate | 2.00% | |||||||||
Maturity date | Due upon demand | |||||||||
First payment date | Jun. 21, 2015 | |||||||||
Debt discount | $ 50,000 | |||||||||
Amortization of debt discount | $ 50,000 | |||||||||
Notes Payable [Member] | Shareholder Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Stock issued | 2,723,346 | |||||||||
Notes Payable [Member] | Shareholder Notes Payable [Member] | Preferred Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Stock issued | 302,594 | |||||||||
Notes Payable [Member] | New Investors Notes Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Issuance date | Mar. 1, 2013 | |||||||||
Interest expense | $ 250 | $ 250 | ||||||||
Accrued interest | $ 3,777 | $ 3,527 | ||||||||
Notes Payable [Member] | New Investors Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Stock issued | 6,808,320 | |||||||||
Notes Payable [Member] | New Investors Notes Payable [Member] | Preferred Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Stock issued | 756,480 |
Notes Payable (Note Payable, Re
Notes Payable (Note Payable, Related Party) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | |||||||||||
Amortization of debt discount | $ 6,589 | $ 2,043 | |||||||||
Interest expense | 1,997 | 1,000 | |||||||||
Accrued interest | 190,066 | $ 157,625 | |||||||||
Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Stock issued | 50,000 | 1,000,000 | 100,000 | 225,000 | 2,000,000 | 1,000,000 | |||||
Mr. Rudyak [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | $ 1,000 | 1,000 | |||||||||
Notes Payable [Member] | Related Party Notes Payable [Member] | Mr. Rudyak [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Issuance date | Mar. 11, 2013 | ||||||||||
Face amount | $ 200,000 | ||||||||||
Interest rate | 2.00% | ||||||||||
Maturity date | Due upon demand | ||||||||||
Amortization of debt discount | $ 200,000 | ||||||||||
Interest expense | $ 1,000 | $ 1,000 | |||||||||
Accrued interest | $ 12,219 | $ 11,219 | |||||||||
Notes Payable [Member] | Related Party Notes Payable [Member] | Mr. Rudyak [Member] | Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Stock issued | 5,446,656 | ||||||||||
Notes Payable [Member] | Related Party Notes Payable [Member] | Mr. Rudyak [Member] | Preferred Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Stock issued | 605,184 |
Convertible Notes Payable (Sche
Convertible Notes Payable (Schedule of Convertible Debt) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Convertible notes payable, short term | $ 28,000 | $ 28,000 |
Convertible notes payable, related party | (50,000) | (50,000) |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 1,035,000 | 1,035,000 |
Convertible notes payable, related party | (50,000) | (50,000) |
Less: unamortized debt discount | (1,139) | (3,205) |
Convertible notes payable, long term, net of debt discount, total | 983,861 | 981,795 |
Convertible note payable - Blackbridge [Member] | Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 250,000 | 250,000 |
Convertible notes payable - 12% Notes [Member] | Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 325,000 | 325,000 |
Convertible notes payable - 8% Notes [Member] | Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 395,000 | 395,000 |
Convertible note payable - 8% Notes, related party [Member] | Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 50,000 | 50,000 |
Convertible note payable - KCSA [Member] | Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, long term | 15,000 | 15,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, short term | 28,000 | 28,000 |
Convertible Notes Payable [Member] | Convertible note payable - MSMN18 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, short term | 18,000 | 18,000 |
Convertible Notes Payable [Member] | Convertible note payable - MSMN10 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, short term | $ 10,000 | $ 10,000 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||
Amortization of debt discount | $ 6,589 | $ 2,043 | |||||||
Interest expense | 55,798 | 26,650 | |||||||
Accrued interest | $ 190,066 | $ 157,625 | |||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued | 50,000 | 1,000,000 | 100,000 | 225,000 | 2,000,000 | 1,000,000 | |||
Convertible note payable - MSMN18 [Member] | Convertible Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | Mar. 1, 2015 | ||||||||
Term | 1 year | ||||||||
Face amount | $ 18,000 | ||||||||
Interest rate | 8.00% | ||||||||
Conversion description | The MSMN18 Note is convertible by the holder into shares of our common stock at any time following forty (40) days from the date our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. | ||||||||
Convertible note payable - MSMN10 [Member] | Convertible Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | Jul. 23, 2015 | ||||||||
Term | 1 year | ||||||||
Face amount | $ 10,000 | ||||||||
Interest rate | 8.00% | ||||||||
Conversion description | The MSMN18 Note is convertible by the holder into shares of our common stock at any time following forty (40) days from the date our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. | ||||||||
Convertible Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 26,936 | 26,650 | |||||||
Accrued interest | $ 190,066 | $ 157,624 | |||||||
Convertible Notes Payable [Member] | Convertible note payable - Blackbridge [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | May 1, 2014 | ||||||||
Term | 2 years | ||||||||
Face amount | $ 250,000 | ||||||||
Interest rate | 12.00% | ||||||||
Conversion description | The Blackbridge Note is convertible by the holder into common stock, if or when, our shares of common stock become listed on the OTCBB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for our common stock during the 60 day trading period ending on the last trading day prior to the conversion date. | ||||||||
Convertible Notes Payable [Member] | Convertible notes payable - 12% Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | Jun. 2, 2014 | ||||||||
Term | 2 years | ||||||||
Face amount | $ 325,000 | ||||||||
Interest rate | 12.00% | ||||||||
Conversion description | The 12% Notes are convertible by the holder into common stock, if or when, our shares of common stock become listed on the OTCBB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for common stock during the 60 day trading period ending on the last trading day prior to the conversion date. | ||||||||
Amortization of debt discount | $ 6,589 | $ 2,043 | |||||||
Convertible Notes Payable [Member] | Convertible notes payable - 12% Notes [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued | 298,350 | ||||||||
Amortization of debt discount | $ 16,575 | ||||||||
Convertible Notes Payable [Member] | Convertible notes payable - 12% Notes [Member] | Preferred Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued | 33,150 | ||||||||
Convertible Notes Payable [Member] | Convertible notes payable - 8% Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | Dec. 31, 2014 | ||||||||
Term | 2 years | ||||||||
Face amount | $ 445,000 | ||||||||
Interest rate | 8.00% | ||||||||
Conversion description | The 8% Notes are convertible by the holder into shares of our common stock, if or when, our shares of common stock become listed on the OTCBB, beginning on the 40th trading day after the shares are listed, at a conversion price equal to the higher of (a) $0.20 per share, or (b) 60% of the average of the five lowest daily closing prices for common stock during the 20 day trading period ending on the last trading day prior to the conversion date. | ||||||||
Convertible Notes Payable [Member] | Convertible note payable - KCSA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance date | Dec. 19, 2014 | ||||||||
Term | 2 years | ||||||||
Face amount | $ 15,000 | ||||||||
Interest rate | 8.00% | ||||||||
Conversion description | The KCSA Note is convertible by the holder into shares of our common stock, if or when, our shares of common stock become listed on the OTCBB, at the higher of (1) $0.20 or (2) a forty (40%) percent discount to the average of the five (5) lowest closing prices for the twenty days preceding the conversion. |
Stockholders' Deficit (Preferre
Stockholders' Deficit (Preferred and Common Stock) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | ||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | ||
Preferred stock voting rights | Each share of preferred stock shall have one hundred (100) votes per share for all purposes. | |||
Common stock, par value | $ .0001 | $ .0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 27,269,436 | 27,269,436 | 26,378,802 | |
Common stock, shares outstanding | 26,739,002 | 26,739,002 | 26,378,802 | |
Common stock voting rights | Each share of common stock shall have one (1) vote per share for all purposes. | |||
Equity Issued Per Line of Credit Agreement [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Number of warrants issuable under agreement | 200,000 | |||
Warrant exercise price | $ 0.40 | |||
Unsecured Credit Facility [Member] | ||||
Class of Stock [Line Items] | ||||
Maximum borrowing capacity | $ 750,000 | |||
Maturity date | Jun. 21, 2016 | |||
Interest rate | 24.00% | |||
Maximum monthly borrowing capacity | $ 100,000 | |||
Draws | $ 590,000 | $ 400,000 | ||
Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ .0001 | |||
Preferred stock, shares issued | 2,000,000 | |||
Preferred stock, shares outstanding | 2,000,000 | |||
Preferred Stock [Member] | Equity Issued Per Line of Credit Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ .0001 | |||
Shares issued | 200,000 | |||
Preferred Stock - Series A [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 2,000,000 | |||
Preferred Stock - Series B [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 200,000 | 200,000 | ||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | |
Preferred stock, shares outstanding | 0 | 0 | 200,000 |
Stockholders' Deficit (Common a
Stockholders' Deficit (Common and Preferred Stock Issued and Outstanding) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||
Dec. 31, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Mar. 31, 2016 | |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | ||||||||||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | ||||||||||
Common stock, shares issued | 27,269,436 | 26,378,802 | 27,269,436 | |||||||||
Common stock, shares outstanding | 26,739,002 | 26,378,802 | 26,739,002 | |||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued shares | 50,000 | 1,000,000 | 100,000 | 225,000 | 2,000,000 | 1,000,000 | ||||||
Proceeds from investment | $ 50,000 | $ 75,000 | $ 150,000 | $ 100,000 | ||||||||
Stock issued for services | 360,200 | 496,240 | 234,765 | 129,732 | 621,040 | 464,525 | 530,434 | |||||
Stock issued for services value | $ 36,094 | |||||||||||
Price per share for stock issued | $ 0.302 | $ 0.302 | $ 0.302 | $ 0.208 | $ 0.208 | $ 0.11 | $ 0.11 | $ 0.302 | ||||
Common Stock [Member] | Warrants Group One [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issuable through warrants | 750,000 | 1,000,000 | ||||||||||
Warrant exercise price | $ .40 | $ 0.40 | ||||||||||
Warrant term | 1 year | 1 year | ||||||||||
Common Stock [Member] | Warrants Group Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issuable through warrants | 1,250,000 | 1,000,000 | ||||||||||
Warrant exercise price | $ 0.40 | $ 0.50 | ||||||||||
Warrant term | 1 year | 2 years | ||||||||||
Common Stock [Member] | Warrants Group Three [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issuable through warrants | 2,000,000 | |||||||||||
Warrant exercise price | $ 0.50 | |||||||||||
Warrant term | 2 years | |||||||||||
Common Stock [Member] | Warrants Group One, Two and Three [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount of monthly installment to be paid by investor between April and November 2015 | $ 62,500 | |||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issuable through warrants | 100,000 | 225,000 | 225,000 | |||||||||
Warrant exercise price | $ 0.80 | $ 0.75 | $ 0.75 | |||||||||
Warrant term | 2 years | 18 months | ||||||||||
Preferred Stock - Series B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | |||||||||
Preferred stock, shares outstanding | 0 | 200,000 | 0 | |||||||||
Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 2,000,000 | |||||||||||
Preferred stock, shares outstanding | 2,000,000 |
Stockholders' Deficit (Warrants
Stockholders' Deficit (Warrants Issued) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Compensation expense | $ 462,140 | $ 72,265 | ||
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 60,913 | 475,000 | 8,485,913 | |
Warrant term | 24 months | |||
Warrant exercise price | $ 0.30 | |||
Valuation method used | Black-Scholes Option Pricing Model | |||
Dividend yield | 0.00% | |||
Annual volatility | 157.00% | |||
Risk free interest rate | 0.87% | |||
Expected term | 2 years 4 months 28 days | |||
Fair value of warrants | $ 14,342 | |||
Memorandum of Understanding with Flying Eagle [Member] | Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 0.15 | |||
Valuation method used | Black-Scholes Option Pricing Model | |||
Dividend yield | 0.00% | |||
Annual volatility | 155.00% | |||
Risk free interest rate | 0.71% | |||
Expected term | 2 years | |||
Fair value of warrants | $ 24,573 | |||
Total number of warrants offered in agreement | 100,000 | |||
Expiration period | 24 months | |||
Agreement with Independant Contractor [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Date of agreement | Dec. 1, 2015 | |||
Term of agreement | 1 year | |||
Amount of monthly payment owed in advance to contractor | $ 7,500 | |||
Quarterly payment owed to contractor | $ 22,500 | |||
Total common shares agreed to be issued to contractor each month | 26,000 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 0.077 | |||
Valuation method used | Black-Scholes Option Pricing Model | |||
Dividend yield | 0.00% | |||
Annual volatility | 157.00% | |||
Risk free interest rate | 1.19% | |||
Expected term | 7 years | |||
Fair value of warrants | $ 603,540 | |||
Total number of warrants offered in agreement | 3,500,000 | |||
Expiration period | 7 years | |||
Number of warrants that will forfeit per termination of agreement | 4,167 | |||
Compensation expense | $ 276,622 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | Vesting on the Effective Date [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants vesting per terms of agreement | 2,000,000 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | Vesting after 3 months of service beginning on the Effective Date [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants vesting per terms of agreement | 375,000 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | Vesting after 6 months of service beginning on the Effective Date [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants vesting per terms of agreement | 375,000 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | Vesting after 9 months of service beginning on the Effective Date [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants vesting per terms of agreement | 375,000 | |||
Agreement with Independant Contractor [Member] | Warrant [Member] | Vesting after 12 months of service beginning on the Effective Date [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants vesting per terms of agreement | 375,000 |
Stockholders' Deficit (Summary
Stockholders' Deficit (Summary of Warrants Activity) (Details) - Warrant [Member] - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Warrants outstanding | |||
Warrants outstanding at beginning of period | 8,485,913 | ||
Issued | 60,913 | 475,000 | 8,485,913 |
Exercised | |||
Cancelled | |||
Expired | |||
Warrants outstanding at end of period | 8,960,913 | 8,485,913 | |
Warrants exercisable | 3,350,000 | ||
Warrants outstanding at beginning of period | $ 0.47 | ||
Issued | $ 0.23 | $ 0.37 | |
Exercised | |||
Cancelled | |||
Expired | |||
Warrants outstanding at end of period | $ 0.36 | $ 0.47 | |
Warrants exercisable | $ 0.15 | ||
Warrants outstanding, Weighted Average Remaining Life (years) | 2 years 5 months 23 days | 2 years 6 months | |
Warrants issued, Weighted Average Remaining Life (years) | 5 years 8 months 12 days | 2 years 6 months | |
Warrants exercisable, Weighted Average Remaining Life (years) | 4 years 1 month 6 days |
Stockholders' Deficit (Summar40
Stockholders' Deficit (Summary of Warrants Outstanding by Price Range) (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2016 | |
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.30 | |
Warrants Outstanding | 8,960,913 | |
Remaining Average Contractual Life | 2 years 6 months | |
Warrant Exercise Price Range One [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.08 | |
Warrants Outstanding | 2,375,000 | |
Remaining Average Contractual Life | 6 years 8 months 12 days | |
Warrant Exercise Price Range Two [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.15 | |
Warrants Outstanding | 100,000 | |
Remaining Average Contractual Life | 1 year 10 months 24 days | |
Warrant Exercise Price Range Three [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.30 | |
Warrants Outstanding | 60,913 | |
Remaining Average Contractual Life | 1 year 9 months 18 days | |
Warrant Exercise Price Range Four [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.40 | |
Warrants Outstanding | 3,100,000 | |
Remaining Average Contractual Life | 7 months 6 days | |
Warrant Exercise Price Range Five [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.50 | |
Warrants Outstanding | 3,000,000 | |
Remaining Average Contractual Life | 1 year 3 months 18 days | |
Warrant Exercise Price Range Six [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.75 | |
Warrants Outstanding | 225,000 | |
Remaining Average Contractual Life | 7 months 6 days | |
Warrant Exercise Price Range Seven [Member] | ||
Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.80 | |
Warrants Outstanding | 100,000 | |
Remaining Average Contractual Life | 1 year 9 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Management fees | $ 53,500 | ||
Interest expense | $ 1,997 | $ 1,000 | |
Accrued interest - convertible notes | 8,503 | $ 5,505 | |
Due to related parties - total | 20,703 | 16,725 | |
Note payable, related party | $ 200,000 | 200,000 | |
Borrowings from related parties | |||
Repayments to related parties | |||
Mr. Grede and TAA [Member] | |||
Related Party Transaction [Line Items] | |||
Management fees | $ 12,000 | ||
Mr. Lawyer and TAG [Member] | |||
Related Party Transaction [Line Items] | |||
Management fees | 41,500 | ||
Mr. Rudyak [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense | $ 1,000 | 1,000 | |
Accrued interest payable | 12,220 | 11,220 | |
Mr. Rudyak [Member] | Notes Payable [Member] | Related Party Notes Payable [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense | 1,000 | $ 1,000 | |
Note payable, related party | $ 200,000 | $ 200,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 462,140 | $ 72,265 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | 724 | 1,665 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | 437,860 | 48,955 |
General and administrative expense, related party [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 23,556 | $ 21,645 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | ||||
Draw on line of credit | $ 190,000 | |||
Unsecured Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance date | Jun. 22, 2015 | |||
Maximum borrowing capacity | $ 750,000 | |||
Maturity date | Jun. 21, 2016 | |||
Interest rate | 24.00% | |||
Maximum monthly borrowing capacity | $ 100,000 | |||
Convertible Notes Payable [Member] | Convertible notes payable - 12% Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion description | The 12% Notes are convertible by the holder into common stock, if or when, our shares of common stock become listed on the OTCBB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for common stock during the 60 day trading period ending on the last trading day prior to the conversion date. | |||
Subsequent Event [Member] | Unsecured Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Draw on line of credit | $ 160,000 | |||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal balance converted | $ 225,000 | |||
Accrued interest converted | $ 53,424 | |||
Conversion price | $ 0.125 | |||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Convertible notes payable - 12% Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Maturity date | Nov. 17, 2017 | |||
Conversion description | The amendment creates a $0.125 conversion price floor, extends the maturity date from May 19, 2016 to November 17, 2017, limits to a maximum of $25,000 for conversions within a thirty (30) day period, limits the maximum sale on converted shares to 20% of previous thirty (30) day average daily share trade volume for share prices under $0.40, and allows a $0.20 conversion price during first 120 days of trading, subject to the maximum conversion and sale conditions listed above. | |||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued from conversion of debt | 2,227,397 |