Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Reign Sapphire Corp | |
Entity Central Index Key | 1,642,159 | |
Document Type | 10-Q | |
Trading Symbol | RGNP | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,623,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED BALANCE SHEETS (unaud
CONDENSED BALANCE SHEETS (unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 144,391 | $ 638,824 |
Inventory | 732,753 | 509,788 |
Prepaid expenses | 6,000 | 13,623 |
Total current assets | 883,144 | 1,162,235 |
Equipment, net | 6,856 | 4,761 |
Intangible assets | 268,000 | 260,000 |
Total assets | 1,158,000 | 1,426,996 |
Current liabilities: | ||
Accounts payable - related party | 399,337 | 396,819 |
Accrued compensation - related party | 646,000 | 516,000 |
Advance from shareholder | 55,504 | 55,504 |
Derivative liabilities | 315,297 | 88,983 |
Warrant liabilities | 418,039 | 439,107 |
Total current liabilities | 1,834,177 | 1,496,413 |
Long-term liabilities: | ||
Convertible notes, less unamortized debt discount of $563,458 and $849,909 at June 30, 2016 and December 31, 2015, respectively | 299,042 | 12,591 |
Total long-term liabilities | 299,042 | 12,591 |
Total liabilities | 2,133,219 | 1,509,004 |
Stockholders' (deficit) equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 34,398,000 and 34,323,000 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 3,440 | 3,432 |
Additional paid-in-capital | 4,084,860 | 3,241,137 |
Accumulated deficit | (5,063,519) | (3,326,577) |
Total stockholders' deficit | (975,219) | (82,008) |
Total liabilities and stockholders' (deficit) equity | $ 1,158,000 | $ 1,426,996 |
CONDENSED BALANCE SHEETS (unau3
CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Unamortized debt discount on convertible notes | $ 563,458 | $ 849,909 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 34,398,000 | 34,323,000 |
Common stock, outstanding | 34,398,000 | 34,323,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 18,439 | $ 29,207 | ||
Cost of Sales | 6,930 | 9,930 | ||
Gross Profit | 11,509 | 19,277 | ||
Operating expenses: | ||||
Marketing expenses | 17,161 | 43,850 | 12,500 | |
Stock based compensation -related party | 306,516 | 347,543 | 824,981 | 347,543 |
General and administrative | 203,206 | 147,232 | 371,948 | 283,845 |
Total operating expenses | 526,883 | 494,775 | 1,240,779 | 643,888 |
Loss from operations | (526,883) | (483,266) | (1,240,779) | (624,611) |
Other (income) expense: | ||||
Change in fair value of warrant liabilities | (13,344) | (21,068) | ||
Change in fair value of derivative liabilities | 227,302 | 226,314 | ||
Interest expense | 144,059 | 288,117 | ||
Total other expense | 358,017 | 493,363 | ||
Loss before income taxes | (884,900) | (483,266) | (1,734,142) | (624,611) |
Income taxes | (800) | (2,800) | ||
Net loss | $ (885,700) | $ (483,266) | $ (1,736,942) | $ (624,611) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.02) |
Weighted average number of shares outstanding | ||||
Basic and diluted (in shares) | 34,397,176 | 30,195,000 | 34,360,088 | 30,090,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,736,942) | $ (624,611) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock based compensation - related party | 824,981 | 347,543 |
Depreciation expense | 1,188 | 577 |
Accretion of debt discount | 286,451 | |
Change in derivative liabilities | 226,314 | |
Change in warrant liabilities | (21,068) | |
Amortization of stock issued for future services | 0 | 32,200 |
Estimated fair market value of stock issued for services | 18,750 | 10,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (29,206) | |
Inventory | 9,930 | |
Prepaid expenses | 7,623 | 1,734 |
Accounts payable | 5,000 | |
Accounts payable - related party | (220,447) | 136,783 |
Accrued compensation - related party | 130,000 | 110,000 |
Net cash used in operating activities | (483,150) | (50) |
Cash flows from investing activities: | ||
Purchase of intangible assets | (8,000) | |
Purchases of computer equipment | (3,283) | |
Net cash used in investing activities | (11,283) | |
Net decrease in cash | (494,433) | (50) |
Cash at beginning of period | 638,824 | 95 |
Cash at end of period | 144,391 | 45 |
Non-cash investing and financing activities: | ||
Inventory purchased for accounts payable - related party | 222,965 | |
Stock issued to third party in exchange for intangible | 250,000 | |
Intangible acquired for accounts payable | 10,000 | |
Inventory samples acquired for accounts payable - related party | 30,929 | |
Reduction of advance from shareholder with accounts receivable | 37,562 | |
Stock issued for deferred offering costs | $ 75,000 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Reign Sapphire Corporation (the Company) was established on December 15, 2014 in the State of Delaware. The Company is a fine jewelry company and its business intends to offer sapphire direct from the mines gate to the consumer by processing rough Australian sapphires, overseeing the gem cutting and manufacturing fine jewelry in the USA. The inaugural jewelry collection recently launched includes rings, pendants, bracelets, and cuff links using a variety of metals and finishes. The process begins with sorting rough run-of-mine sapphires procured in bulk from commercial miners in Australia and overseeing the cutting and polishing of the rough stones followed by a design and manufacturing process in the USA. The Company intends to focus its marketing initiatives on: (1) Business-to-Consumer (B2C) marketing to attract customers to the reignsappires.com website, (2) Business-to-Business (B2B) marketing and sales efforts, to establish distribution partners such as high-end fashion retailers, and eventually (3) building a strong retail presence to market the products directly to consumers on a retail level. The Company intends to initially focus marketing efforts in the U.S. and upon encountering significant success in the U.S. with online, wholesale, and retail sales, the Company intends to expand its marketing efforts to include Europe and the Middle East. The Company has begun its planned principal operations, and accordingly, the Company has prepared its financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 BASIS OF PRESENTATION The included (a) condensed balance sheet as of December 31, 2015, which has been derived from audited financial statements, and (b) the unaudited condensed financial statements as of June 30, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys December 31, 2015 and 2014 audited financial statements filed on Form 10K on March 30, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the condensed financial statements which substantially duplicate the disclosure contained in the financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2015 as filed on March 30, 2016, have been omitted. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying condensed unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $5,063,500 at June 30, 2016, had a net loss of approximately $1,736,900 and $624,600 for the six months ended June 30, 2016 and 2015, respectively, and approximately $885,700 and $483,300 for the three months ended June 30, 2016 and 2015, respectively, and net cash used in operating activities of approximately $483,200 and $100 for the six months ended June 30, 2016 and 2015, respectively, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about our ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Companys cash position may not be significant enough to support the Companys daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Companys ability to further implement its business plan and generate revenues. Our current burn rate to maintain the minimal level of operations for us to be in a position to execute our business plan upon funding is anticipated to be no greater than $25,000 per month in cash. Joseph Segelman, our President and CEO, has agreed to underwrite these costs, if necessary, until we are then able to begin execution of our business plan. In addition, until we begin execution of our business plan, we will continue to defer and accrue salaries and thus will not require cash to make payments under employment agreements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, warrant liability valuation, derivative liability valuation, common stock and option valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Comprehensive Income The Company reports comprehensive income in accordance with FASB ASC Topic 220 Comprehensive Income," which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Total comprehensive income is defined as all changes in stockholders' equity during a period, other than those resulting from investments by and distributions to stockholders (i.e., issuance of equity securities and dividends). Generally, for the Company, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. As of June 30, 2016 and December 31, 2015, the Company has no items other than net loss affecting comprehensive loss. Foreign Currency - Functional and Presentation Currency The functional currency represents the currency of the primary economic environment in which the entity operates. Management has determined the functional currency of the Company to be the USD, as sales prices and major costs of operating expenses are primarily influenced by fluctuations in the USD, and with its Chief Executive Officer and director (CEO), and employees of the Company headquartered and operating in the United States. The results of transactions in foreign currency are remeasured into the functional currency at the average rate of exchange during the reporting period. Aggregate net foreign currency remeasurements included in general and administrative expenses in the accompanying statements of operations was a loss of approximately $0 and $0 for the three and six months ended June 30, 2016 and 2015, respectively. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the Companys reporting currency of USD at the exchange rates prevailing at the balance sheet date. All translation adjustments resulting from the translation of the financial statements into the reporting currency at USD are dealt with as a separate component within stockholders equity. The Company had no translation adjustments for the three and six months ended June 30, 2016 and 2015. As of June 30, 2016 and 2015, the exchange rate was AUD 1.3468 and 1.2968, per USD, respectively. The average exchange rate for the six months ended June 30, 2016 and 2015 was AUD 1.3640 and 1.2794, respectively. Long-lived Assets The Companys long-lived assets and other assets (consisting of purchased intangible assets with finite useful lives) are reviewed for impairment annually in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, Presentation of Financial Statements Intangible Assets Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination or received in a nonmonetary exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to establish the cost basis, except when neither of the values of the assets received or the assets transferred in non-monetary exchanges are determinable within reasonable limits. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Amortization of finite-lived intangible assets is computed over an estimated three year useful life. Intangible include website development costs. Certain direct development costs associated with internal-use website development are capitalized in accordance with the guidance of the FASB Topic ASC 350-50, Website Development Costs, Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Advertising Advertising expenses are recorded as marketing expenses when they are incurred. Advertising expense was approximately $17,200 and $0, and $43,900 and $12,500, for the three and six months ended June 30, 2016 and 2015, respectively. Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2016 and December 31, 2015, the fair value of cash, accounts receivable, accounts payable and accrued expenses approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at June 30, 2016 and are Level 3 measurements (see Note 7). There have been no transfers between levels. Concentrations, Risks, and Uncertainties Business Risk The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. As the Company generates significant revenues from operations, business activities will also include Australia and Asia and geographic segment reporting will be provided. There can be no assurance that the Company will be able to successfully continue to manufacture its products and failure to do so would have a material adverse effect on the Companys financial position, results of operations and cash flows. Also, the success of the Companys operations is subject to numerous contingencies, some of which are beyond managements control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Because the Company is dependent on foreign trade in Australia and Asia, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Companys operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company has business activities in Australia and Asia, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between USD and the Australian currency AUD. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Aggregate net foreign currency transactions included in the income statement was immaterial for the three and six months ended June 30, 2016 and 2015. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in bank and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had no customers that accounted for 10% or more of total revenue for the three and six months ended June 30, 2016. The Company had one customer that accounted for 10% or more of total revenue, comprising 100.0% of total revenue, for the three and six months ended June 30, 2015. The Company had no accounts receivable at June 30, 2016 and December 31, 2015. Foreign currency risk The Company has transactions settled in AUD. Thus, the Company has foreign currency risk exposure. Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Income Taxes, In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In March 2016, the FASB issued ASU 2016-09, CompensationStock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 INVENTORY Inventories consist of loose sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry and sapphire jewels in jewelry settings. Inventories are stated at the lower of cost or market on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. The Company appraises its inventory on an annual basis to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the appraised value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time and are not subject to fashion trends. As of June 30, 2016, based on managements review, and December 31, 2015, based on the annual appraisal of the inventory, the estimated fair market value approximated cost. Inventory includes approximately $133,000 of samples. Samples are used to show potential customers what the jewelry would look like and are available for sale. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. No sample inventory used for promotional items were removed and expensed through June 30, 2016. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 INTANGIBLE ASSETS Trademarks The trademarks Reign and Reign Opulence (collectively Trademarks) were purchased on June 30, 2015 from a third party in exchange for 1,000,000 shares of the Companys restricted stock, valued at $250,000 (based on the estimated fair value of the stock on the date of grant) plus $10,000 cash for the purchase of two trademarks. The Company has recorded a total of $260,000 as intangible assets in the accompanying Balance Sheet at June 30, 2016. Trademarks are amortized over their estimated useful life. There was no amortization expense for the three and six months ended June 30, 2016 and 2015 as amortization of the Trademarks will begin when the Company launches its website and begins to market the trademarked names, which is planned for in late third calendar quarter of 2016. Website Development Costs The Company evaluated the cost incurred and pursuant to ASC 350-50 capitalized $8,000 as website development under intangible assets in the accompanying Balance Sheet at June 30, 2016. Website development costs are expected to have an estimated life of three years. There was no amortization expense for the three and six months ended June 30, 2016 and 2015 as amortization of the Website will begin when the Company launches the website and begins to market the trademarked names, which is expected to occur in late third calendar quarter of 2016. Intangible assets consisted of the following: Estimated June 30, 2016 December 31, Trademarks various $ 260,000 $ 260,000 Website Development 3 years 8,000 - 268,000 260,000 Accumulated amortization - - $ 268,000 $ 260,000 |
ADVANCE FROM SHAREHOLDER
ADVANCE FROM SHAREHOLDER | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
ADVANCE FROM SHAREHOLDER | NOTE 6 ADVANCE FROM SHAREHOLDER The Company borrows funds from the Companys Director for working capital purposes from time to time. The Company has recorded the principal balance due of $55,504 under Advance From Shareholder in the accompanying Balance Sheets at each of June 30, 2016 and December 31, 2015, respectively. The Company received no advances and had no repayments for the three and six months ended June 30, 2016 and 2015. Advances are non-interest bearing and due on demand. Past loans and advances from our Director were not made pursuant to any loan agreements or promissory notes, nor will any future loans and advances from our Director be made pursuant to loan agreements or promissory notes. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 7 CONVERTIBLE NOTE PAYABLE On December 23, 2015, we entered into a Securities Purchase Agreement (the Purchase Agreement) with respect to the sale and issuance to Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (collectively Purchasers) of up to (i) 2,500,000 shares of our Common Stock (the Incentive Shares); (ii) $862,500 aggregate principal amount of Secured Convertible Notes (the Notes) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 7,187,542 shares of our Common Stock (the Warrants). The Incentive Shares, Notes and Warrants were issued on December 23, 2015 (the Original Issue Date). Purchasers received (i) Incentive Shares at the rate of 2.8986 Incentive Shares for each $1.00 of Note principal issued to such Purchaser; (ii) a Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchasers Note; and (iii) Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchasers Note principal amount divided by $0.12 (Purchaser Conversion Price), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the Incentive Shares, Notes and Warrants was approximately $724,500 (the Subscription Amount) which was issued at a $138,000 discount from the face value of the Note. The Notes mature on June 23, 2017, eighteen (18) months after the Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the Notes. At any time after the Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of our Common Stock. The initial conversion price for the principal and interest in connection with voluntary conversions by a holder of a Note is $0.12 per share, subject to adjustment as provided therein. Each Note, for example, is subject to adjustment upon certain events such as stock splits and has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than the conversion price. Each Note also contains certain negative covenants, including prohibitions on incurrence of indebtedness, liens, charter amendments, dividends, redemption. None of the holders of the Note have the right to convert any portion of their Note if it (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of our Common Stock from trading. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes and accrual of interest as described above. The Notes are collectively collateralized by substantially all of our assets and guarantees of payment of the Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and President of the Company, and Australian Sapphire Corporation (ASC), a stockholder of the Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the Notes, subject to the terms of such guaranty agreements. In addition, until one year after the initial trading date of a Registration Statement which registers all then outstanding or issuable underlying shares, the Purchasers shall have the right to participate in an amount of subsequent financing equal to 100% of the Purchase Agreement. Optional Redemption The Notes provide that commencing six (6) months after the Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the Notes (an Optional Redemption), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the Note through the Redemption Payment Date and 2.8986 shares of Common Stock of the Company for each $1.00 of Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the Equity Conditions, as defined, have been in effect. The Company evaluated the Optional Redemption in ASC 815, and concluded that the Optional Redemption meets the criteria in ASC 815, and therefore, is accounted for as a liability. The Optional Redemption was recorded as a derivative liability on the Balance Sheet at its fair value of $199,150 at June 30, 2016 as any change in the fair value six (6) months after the Original Issue Date to June 30, 2016 was deemed immaterial. During the three and six months ended June 30, 2016, the Company recorded a loss on Optional Redemption valuation of $199,150 and $199,150, respectively. The fair value of the Optional Redemption derivative liability is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling incorporating the following inputs: June 30, 2016 Expected dividend yield 0.00 % Expected stock-price volatility 50% - 60 % Risk-free interest rate 0.36 % Expected term of options (years) .5 - 1.0 Stock price $ 0.25 Conversion price $ 0.12 At each subsequent reporting date, the fair value of the Optional Redemption liability will be remeasured and changes in the fair value will be recorded in the Statements of Operations. Purchaser Conversion The Purchaser has the right at any time after the Original Issue Date until the outstanding balance of the Note has been paid in full, to convert all or any part of the outstanding balance into shares (Purchaser Conversion Shares) of the Companys common stock, of the portion of the outstanding balance being converted (the Conversion Amount) divided by the Purchaser Conversion Price of $0.12, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of June 30, 2016, the Note would have been convertible into 7,187,500 shares of the Companys common stock. The Company evaluated the note under the requirements of ASC 480 Distinguishing Liabilities From Equity and concluded that the note does not fall within the scope of ASC 480. The Company next evaluated the note under the requirements of ASC 815 Derivatives and Hedging. Due to the existence of the anti-dilution provision which reduces the Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the Purchaser Conversion Price as described above, the Purchaser Conversion feature does not meet the definition of indexed to the Companys stock, and the scope exception to ASC 815s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the Purchaser Conversion feature meets all of the embedded derivative criteria in ASC 815, and therefore, the Purchaser Conversion feature meets the definition of an embedded derivative that should be separated from the note and accounted for as a derivative liability. The embedded derivative was recorded as a derivative liability on the Balance Sheet at its fair value of $88,983 at the date of issuance of the Note and at December 31, 2015 as any change in the fair value was deemed immaterial. The fair value of the embedded derivative liability is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling incorporating the following inputs: Six Months Ended Year Ended June 30, 2016 December 31, 2015 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 50% - 60 % 50.0 % Risk-free interest rate 0.36 % 0.47% - 0.86 % Expected term of options (years) .5 - 1.0 .5 - 1.5 Stock price $ 0.25 $ 0.25 Conversion price $ 0.12 $ 0.12 At each subsequent reporting date, the fair value of the embedded derivative liability will be remeasured and changes in the fair value will be recorded in the Statements of Operations. At June 30, 2016, the embedded derivative was re-measured at fair value that was determined to be $116,147. During the three and six months ended June 30, 2016, the Company recorded a loss on embedded derivative re-valuation of $28,152 and $27,164, respectively. Purchaser Warrants The Purchaser Warrants allow the Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such purchasers Note principal amount divided by $0.12, the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The term of the Purchaser Warrants is at any time on or after the six (6) month anniversary of the Original Issue Date and on or prior to the five (5) year anniversary of the Initial Trading Date of the Companys common stock on a Trading Market. The exercise price of the Purchaser Warrants is $0.30 per share of the Companys common stock, as may be adjusted from time to time pursuant to the anti-dilution provisions of the Purchaser Warrants. The Purchaser Warrants are exercisable by the Purchaser in whole or in part, as either a cash exercise or as a cashless exercise. The Company evaluated the Warrants under ASC 480 Distinguishing Liabilities From Equity and ASC 815 Derivatives and Hedging. Due to the existence of the anti-dilution provision, which reduces the Exercise Price and Conversion Price in the event of subsequent Dilutive Issuances, the Purchaser Warrants are not indexed to the Companys common stock, and the Company determined that the Purchaser Warrants meet the definition of a derivative under ASC 815. Accordingly, the Purchaser Warrants were recorded as derivative liabilities in the Balance Sheet at their fair value of $439,107 at the date of issuance and at December 31, 2015 as any change in the fair value was deemed immaterial. The fair value of the Purchaser Warrants is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling, incorporating the following inputs: Six Months Ended Year Ended June 30, 2016 December 31, 2015 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 50% - 60 % 50.0 % Risk-free interest rate 0.93 % 1.74 % Expected term of options (years) .5 - 1.0 .5 - 1.5 Stock price $ 0.25 $ 0.25 Exercise price $ 0.30 $ 0.30 At each subsequent reporting date, the fair value of the Purchaser Warrants will be remeasured and changes in the fair value will be reported in the Statements of Operations. At June 30, 2016, the warrant liability was re-measured at fair value that was determined to be $418,039. During the three and six months ended June 30, 2016, the Company recorded a gain on warrant re-valuation of $13,344 and $21,068, respectively. Purchaser Common Stock The Purchasers were issued a total of 2,500,000 shares of the Companys common stock, valued at $625,000 (based on the estimated fair value of the stock on the date of grant). At inception, the total proceeds $724,500 received by the Company for the Note, Purchaser Common Stock, and Purchaser Warrants, was allocated first to the Purchaser Common Stock, Purchaser Warrants, and embedded derivative liabilities at their initial fair values determined at the issuance date. The difference between the full fair value of Purchaser Common Stock, Purchaser Warrants, and embedded derivative liabilities of $1,153,090 and the proceeds of $724,500 was recorded as $433,590 (including $5,000 paid by the CEO on behalf of the Company) of interest expense in the Statements of Operations for the year ended December 31, 2015. The Company recorded debt discount accretion of $143,225 and $286,451 to interest expense in the Statements of Operations during the three and six months ended June 30, 2016 and has an unamortized debt discount of $563,458 and $849,909 as of June 30, 2016 and December 31, 2015, respectively. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 8 STOCK BASED COMPENSATION 2015 Equity Incentive Plan On April 1, 2016, as amended, the Company issued a total of 300,000 restricted common shares to members of its advisory committee (Advisors), valued at $75,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to the Companys 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. The Company recognized compensation expense of $18,750 under general and administrative expenses in the accompanying Statement of Operations for the three and six months ended June 30, 2016. On May 1, 2015 the board of directors and stockholders of the Company authorized the adoption and implementation of the Companys 2015 Equity Incentive Plan (the 2015 Plan). The principal purpose of the 2015 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company's stockholders. Under the 2015 Plan, as amended on December 22, 2015, an aggregate of 14,000,000 shares of our common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Companys Board of Directors but shall not exceed a ten-year period. On May 1, 2015 (Grant Date), the Company granted to its CEO, options to purchase 10,000,000 shares of our common stock under the 2015 Plan, valued at $2,500,000 (based on the Black Scholes valuation model on the date of grant). The options will vest 50% on the first anniversary of the Grant Date (First Year Vest) and the remaining 50% of the shares shall vest in twelve (12) equal installments on the first day of each calendar month following the first anniversary of the Grant Date beginning on June 1, 2016 and ending on June 1, 2017 (Second Year Vest), provided that CEO is continuously employed by the Company from the Grant Date through such applicable vesting date. Notwithstanding the foregoing, 100% of the shares of the Companys common stock subject to the Option shall fully vest if the Company shall successfully sell all of the shares of its common stock included in the primary offering of such common stock by the Company pursuant to the registration statement on Form S-1 to be filed with the Securities and Exchange Commission within ninety (90) days of the Grant Date. The First Year Vest options will amortize to expense over a 12 month period beginning May 2015 through April 2016 and the Second Year Vest options will amortize to expense over a 24 month period beginning May 2015 through April 2017. The Company recognized expense of $306,516 and $347,543 for the three months ended June 30, 2016 and 2015, respectively, and $824,981 and $347,543 for the and six months ended June 30, 2016 and 2015, respectively, within stock based compensation related party in the accompanying Statement of Operations with the remaining $279,149 to be recognized over the remaining vesting period. Management used the Black-Scholes valuation model to value the options with known inputs for option term exercise price and stock price and assumptions for expected volatility rate; dividend rate; and risk free interest rate. The table summarizes the Black-Scholes assumptions used in the valuation of the options issued: May 1, 2015 Expected dividend yield 0.00 % Expected stock-price volatility 35.6 % Risk-free interest rate 1.87 % Expected term of options (years) 6 Stock price $ 0.25 Exercise price $ 0.005 Expected dividend yield Expected stock-price volatility Risk-free interest rate Expected term of options Stock price The following represents a summary of the Options outstanding at June 30, 2016 Weighted Average Aggregate Options Exercise Price Intrinsic Value Outstanding at January 1, 2015 - $ - $ - Granted 10,000,000 0.005 2,450,000 Exercised - - - Expired/Forfeited - - - Outstanding at January 1, 2016 10,000,000 $ 0.005 $ 2,450,000 Granted - - - Exercised - - - Expired/Forfeited - - - Outstanding at June 30, 2016 10,000,000 $ 0.005 $ 2,450,000 Exercisable at June 30, 2016 - $ - $ - Expected to be vested 10,000,000 $ 0.005 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 Related Party Transactions Other than as set forth below, and as disclosed in Notes 6, and 8, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest. Employment Agreements The Company previously had a consulting agreement with its CEO under which he was compensated $120,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by an employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the CEO receives a minimum annual base salary of $180,000, is eligible to receive an annual performance bonus each year, if performance goals established by the Companys board of directors are met, and is entitled to participate in customary benefit plans. There have been no performance goals established. If the Company terminates the CEOs employment without cause, he will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by CEO and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 200% of the base salary and (iii) continued participation, at the Companys expense, in the Companys health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $45,000 and $45,000 and consulting fees of $0 and $0 for the three months ended June 30, 2016 and 2015, respectively. The Company incurred compensation expense of $90,000 and $45,000 and consulting fees of $0 and $30,000 for the six months ended June 30, 2016 and 2015, respectively. Deferred compensation totaling $439,000 and $349,000 as of June 30, 2016 and December 31, 2015, respectively, is included in Accrued Compensation Related Party in the accompanying Balance Sheets. The Company previously had a consulting agreement with its secretary and director (Secretary) under which she was compensated $60,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or Secretary giving two month notice in writing. The Secretary is the spouse of the CEO. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by an employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the Secretary receives a minimum annual base salary of $80,000. If the Company terminates the Secretarys employment without cause, she will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by Secretary and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 50% of the base salary and (iii) continued participation, at the Companys expense, in the Companys health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $20,000 and $13,333 and consulting fees of $0 and $6,667 for the three months ended June 30, 2016 and 2015, respectively. The Company incurred compensation expense of $40,000 and $13,333 and consulting fees of $0 and $21,667 for the six months ended June 30, 2016 and 2015, respectively. Deferred compensation totaling $207,000 and $167,000 as of June 30, 2016 and December 31, 2015, respectively, is included in Accrued Compensation Related Party in the accompanying Balance Sheets. Through June 30, 2016, the Company has not made any cash payments pursuant to these agreements. The Company has accrued unpaid amounts related to business expenses paid by the CEO on behalf of the Company. Unpaid business expenses totaling $399,337 and $396,819 as of June 30, 2016 and December 31, 2015, respectively, is included in Accounts Payable Related Party in the accompanying Balance Sheet. During the six months ended June 30, 2016, business expenses totaled $345,863 (comprised of inventory purchases totaling $222,965 and operating expenses totaling $122,898) and payments for business expenses totaled $343,345. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10 EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted net income per share: For the Six Months Ended For the Three Months Ended June 30, June 30, 2016 2015 2016 2015 Net loss attributable to the common stockholders $ (1,736,942 ) $ (624,611 ) $ (885,700 ) $ (483,266 ) Basic weighted average outstanding shares of common stock 34,360,088 30,090,000 34,397,176 30,195,000 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 34,360,088 30,090,000 34,397,176 30,195,000 Loss per share: Basic and diluted $ (0.05 ) $ (0.02 ) $ (0.03 ) $ (0.02 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 COMMITMENTS AND CONTINGENCIES Operating Lease The Company has month-to month leases for its headquarters and its sales and marketing office. The total rent is approximately $3,500 per month. Rent expense was approximately $11,300 and $10,000, and $21,100 and $18,400 for the three and six months ended June 30, 2016 and 2015, respectively. Legal The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Companys financial position, results of operations, or cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS There were no events subsequent to July 1, 2016, and up to the date of this filing that would require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, warrant liability valuation, derivative liability valuation, common stock and option valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Comprehensive Income | Comprehensive Income The Company reports comprehensive income in accordance with FASB ASC Topic 220 Comprehensive Income," which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Total comprehensive income is defined as all changes in stockholders' equity during a period, other than those resulting from investments by and distributions to stockholders (i.e., issuance of equity securities and dividends). Generally, for the Company, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. As of June 30, 2016 and December 31, 2015, the Company has no items other than net loss affecting comprehensive loss. |
Foreign Currency - Functional and Presentation Currency | Foreign Currency - Functional and Presentation Currency The functional currency represents the currency of the primary economic environment in which the entity operates. Management has determined the functional currency of the Company to be the USD, as sales prices and major costs of operating expenses are primarily influenced by fluctuations in the USD, and with its Chief Executive Officer and director (CEO), and employees of the Company headquartered and operating in the United States. The results of transactions in foreign currency are remeasured into the functional currency at the average rate of exchange during the reporting period. Aggregate net foreign currency remeasurements included in general and administrative expenses in the accompanying statements of operations was a loss of approximately $0 and $0 for the three and six months ended June 30, 2016 and 2015, respectively. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the Companys reporting currency of USD at the exchange rates prevailing at the balance sheet date. All translation adjustments resulting from the translation of the financial statements into the reporting currency at USD are dealt with as a separate component within stockholders equity. The Company had no translation adjustments for the three and six months ended June 30, 2016 and 2015. As of June 30, 2016 and 2015, the exchange rate was AUD 1.3468 and 1.2968, per USD, respectively. The average exchange rate for the six months ended June 30, 2016 and 2015 was AUD 1.3640 and 1.2794, respectively. |
Long-lived Assets | Long-lived Assets The Companys long-lived assets and other assets (consisting of purchased intangible assets with finite useful lives) are reviewed for impairment annually in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, Presentation of Financial Statements |
Intangible Assets | Intangible Assets Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination or received in a nonmonetary exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to establish the cost basis, except when neither of the values of the assets received or the assets transferred in non-monetary exchanges are determinable within reasonable limits. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Amortization of finite-lived intangible assets is computed over an estimated three year useful life. Intangible include website development costs. Certain direct development costs associated with internal-use website development are capitalized in accordance with the guidance of the FASB Topic ASC 350-50, Website Development Costs, Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. |
Advertising | Advertising Advertising expenses are recorded as marketing expenses when they are incurred. Advertising expense was approximately $17,200 and $0, and $43,900 and $12,500, for the three and six months ended June 30, 2016 and 2015, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2016 and December 31, 2015, the fair value of cash, accounts receivable, accounts payable and accrued expenses approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at June 30, 2016 and are Level 3 measurements (see Note 7). There have been no transfers between levels. |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. As the Company generates significant revenues from operations, business activities will also include Australia and Asia and geographic segment reporting will be provided. There can be no assurance that the Company will be able to successfully continue to manufacture its products and failure to do so would have a material adverse effect on the Companys financial position, results of operations and cash flows. Also, the success of the Companys operations is subject to numerous contingencies, some of which are beyond managements control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Because the Company is dependent on foreign trade in Australia and Asia, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Companys operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company has business activities in Australia and Asia, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between USD and the Australian currency AUD. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Aggregate net foreign currency transactions included in the income statement was immaterial for the three and six months ended June 30, 2016 and 2015. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in bank and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had no customers that accounted for 10% or more of total revenue for the three and six months ended June 30, 2016. The Company had one customer that accounted for 10% or more of total revenue, comprising 100.0% of total revenue, for the three and six months ended June 30, 2015. The Company had no accounts receivable at June 30, 2016 and December 31, 2015. Foreign currency risk The Company has transactions settled in AUD. Thus, the Company has foreign currency risk exposure. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Income Taxes, In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In March 2016, the FASB issued ASU 2016-09, CompensationStock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consisted of the following: Estimated June 30, 2016 December 31, Trademarks various $ 260,000 $ 260,000 Website Development 3 years 8,000 - 268,000 260,000 Accumulated amortization - - $ 268,000 $ 260,000 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of optional redemption derivative liability is measured monte carlo simulation | The fair value of the Optional Redemption derivative liability is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling incorporating the following inputs: June 30, 2016 Expected dividend yield 0.00 % Expected stock-price volatility 50% - 60 % Risk-free interest rate 0.36 % Expected term of options (years) .5 - 1.0 Stock price $ 0.25 Conversion price $ 0.12 |
Schedule of fair value assumptions using monte carlo simulation | The fair value of the embedded derivative liability is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling incorporating the following inputs: Six Months Ended Year Ended June 30, 2016 December 31, 2015 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 50% - 60 % 50.0 % Risk-free interest rate 0.36 % 0.47% - 0.86 % Expected term of options (years) .5 - 1.0 .5 - 1.5 Stock price $ 0.25 $ 0.25 Conversion price $ 0.12 $ 0.12 |
Schedule of purchaser warrants fair value assumptions using monte carlo simulation | The fair value of the Purchaser Warrants is measured in accordance with ASC 820 Fair Value Measurement, using monte carlo simulation modeling, incorporating the following inputs: Six Months Ended Year Ended June 30, 2016 December 31, 2015 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 50% - 60 % 50.0 % Risk-free interest rate 0.93 % 1.74 % Expected term of options (years) .5 - 1.0 .5 - 1.5 Stock price $ 0.25 $ 0.25 Exercise price $ 0.30 $ 0.30 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Black-Scholes assumptions used in the valuation of the options issued | The table summarizes the Black-Scholes assumptions used in the valuation of the options issued: May 1, 2015 Expected dividend yield 0.00 % Expected stock-price volatility 35.6 % Risk-free interest rate 1.87 % Expected term of options (years) 6 Stock price $ 0.25 Exercise price $ 0.005 |
Schedule of options outstanding and changes during the period | The following represents a summary of the Options outstanding at June 30, 2016 Weighted Average Aggregate Options Exercise Price Intrinsic Value Outstanding at January 1, 2015 - $ - $ - Granted 10,000,000 0.005 2,450,000 Exercised - - - Expired/Forfeited - - - Outstanding at January 1, 2016 10,000,000 $ 0.005 $ 2,450,000 Granted - - - Exercised - - - Expired/Forfeited - - - Outstanding at June 30, 2016 10,000,000 $ 0.005 $ 2,450,000 Exercisable at June 30, 2016 - $ - $ - Expected to be vested 10,000,000 $ 0.005 $ - |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share: For the Six Months Ended For the Three Months Ended June 30, June 30, 2016 2015 2016 2015 Net loss attributable to the common stockholders $ (1,736,942 ) $ (624,611 ) $ (885,700 ) $ (483,266 ) Basic weighted average outstanding shares of common stock 34,360,088 30,090,000 34,397,176 30,195,000 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 34,360,088 30,090,000 34,397,176 30,195,000 Loss per share: Basic and diluted $ (0.05 ) $ (0.02 ) $ (0.03 ) $ (0.02 ) |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Number | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Accumulated deficit | $ (5,063,519) | $ (5,063,519) | $ (3,326,577) | ||
Net loss | (885,700) | $ (483,266) | (1,736,942) | $ (624,611) | |
Net cash used in operating activities | $ (483,150) | $ (50) | |||
Number of business segment | Number | 1 | ||||
Maximum [Member] | |||||
Restricted cash | $ 25,000 | $ 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)Number | Jun. 30, 2015USD ($)Number | Jun. 30, 2016USD ($)Number | Jun. 30, 2015USD ($)Number | Dec. 31, 2015Number | |
General and administrative expense | $ 203,206 | $ 147,232 | $ 371,948 | $ 283,845 | |
Advertising expense | 17,200 | 0 | 43,900 | 12,500 | |
Foreign Currency Gain (Loss) [Member] | |||||
General and administrative expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Sales Revenue, Net [Member] | |||||
Percentage of concentration risk | 10.00% | 100.00% | 10.00% | 100.00% | |
Number of customer | Number | 1 | 1 | |||
Accounts Receivable [Member] | |||||
Number of customer | Number | 0 | 0 | 0 | ||
AUD | |||||
Exchange rate per USD | 1.3468 | 1.2968 | 1.3468 | 1.2968 | |
Average exchange rate per USD | 1.3640 | 1.2794 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) | Jun. 30, 2016USD ($) |
Inventory Disclosure [Abstract] | |
Inventory of samples | $ 133,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Intangible assets, gross | $ 268,000 | $ 260,000 |
Accumulated amortization | ||
Intangible assets, net | $ 268,000 | 260,000 |
Website Development [Member] | ||
Estimated life | 3 years | |
Intangible assets, gross | $ 8,000 | |
Trademarks [Member] | ||
Estimated life | various | |
Intangible assets, gross | $ 260,000 | $ 260,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($)Numbershares | Dec. 31, 2015USD ($) | |
Cash paid to acquire assets | $ 8,000 | |||
Intangible assets | $ 268,000 | 268,000 | $ 260,000 | |
Amortization expense | 0 | 0 | $ 32,200 | |
Trademarks [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Number of shares issued | shares | 1,000,000 | |||
Value of shares issued | $ 250,000 | |||
Cash paid to acquire assets | $ 10,000 | |||
Number of trademarks aquired | Number | 2 | |||
Website Development [Member] | ||||
Capitalized cost under intangible assets | $ 8,000 | $ 8,000 |
ADVANCE FROM SHAREHOLDER (Detai
ADVANCE FROM SHAREHOLDER (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||||
Principal balance due | $ 55,504 | $ 55,504 | $ 55,504 | ||
Advances received | $ 0 | $ 0 | $ 0 | $ 0 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | May 01, 2015 | |
Stock price (in dollars per share) | $ 0.25 | |
Optional Redemption Derivative Liability [Member] | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | 0.36% | |
Stock price (in dollars per share) | $ 0.25 | |
Conversion price (in dollars per share) | $ 0.12 | |
Optional Redemption Derivative Liability [Member] | Minimum [Member] | ||
Expected stock-price volatility | 50.00% | |
Expected term of options (years) | 6 months | |
Optional Redemption Derivative Liability [Member] | Maximum [Member] | ||
Expected stock-price volatility | 60.00% | |
Expected term of options (years) | 1 year |
CONVERTIBLE NOTE PAYABLE (Det30
CONVERTIBLE NOTE PAYABLE (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | May 01, 2015 | |
Stock price (in dollars per share) | $ 0.25 | ||
Embedded Derivative Liability [Member] | |||
Expected dividend yield | 0.00% | 0.00% | |
Expected stock-price volatility | 50.00% | ||
Risk-free interest rate | 0.36% | ||
Stock price (in dollars per share) | $ 0.25 | $ 0.25 | |
Conversion price (in dollars per share) | $ 0.12 | $ 0.12 | |
Embedded Derivative Liability [Member] | Minimum [Member] | |||
Expected stock-price volatility | 50.00% | ||
Risk-free interest rate | 0.47% | ||
Expected term of options (years) | 6 months | 6 months | |
Embedded Derivative Liability [Member] | Maximum [Member] | |||
Expected stock-price volatility | 60.00% | ||
Risk-free interest rate | 0.86% | ||
Expected term of options (years) | 1 year | 1 year 6 months |
CONVERTIBLE NOTE PAYABLE (Det31
CONVERTIBLE NOTE PAYABLE (Details 2) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | May 01, 2015 | |
Stock price (in dollars per share) | $ 0.25 | ||
Warrant [Member] | |||
Expected dividend yield | 0.00% | 0.00% | |
Expected stock-price volatility | 50.00% | ||
Risk-free interest rate | 0.93% | 1.74% | |
Stock price (in dollars per share) | $ 0.25 | $ 0.25 | |
Exercise price (in dollars per share) | $ 0.3 | $ 0.30 | |
Warrant [Member] | Minimum [Member] | |||
Expected stock-price volatility | 50.00% | ||
Expected term of options (years) | 6 months | 6 months | |
Warrant [Member] | Maximum [Member] | |||
Expected stock-price volatility | 60.00% | ||
Expected term of options (years) | 1 year | 1 year 6 months |
CONVERTIBLE NOTE PAYABLE (Det32
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Discount on debt issuance costs | $ 563,458 | $ 563,458 | $ 849,909 | ||
Derivative liabilities | 13,344 | 21,068 | |||
Interest expense | $ (144,059) | (288,117) | |||
Accretion of debt discount | (286,451) | ||||
Change in derivative liabilities | $ 226,314 | ||||
Securities Purchase Agreement [Member] | |||||
Issuance date | Dec. 23, 2015 | ||||
Description of terms of conversion feature | (ii) a Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchasers Note; and (iii) Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchasers Note principal amount divided by $0.12 (Purchaser Conversion Price), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. | ||||
Maturity date | Jun. 23, 2017 | ||||
Interest rate | 15.00% | 15.00% | |||
Conversion rate (in dollars per share) | $ 0.12 | $ 0.12 | |||
Percentage of beneficially own in excess of common shares outstanding | 9.99% | 9.99% | |||
Percentage of right to participate subsequent financing | 100.00% | 100.00% | |||
Description of redemption of debt instrument | The Notes provide that commencing six (6) months after the Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the Notes (an Optional Redemption), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the Note through the Redemption Payment Date and 2.8986 shares of Common Stock of the Company for each $1.00 of Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the Equity Conditions, as defined, have been in effect. | ||||
Embedded derivative liability | $ 116,147 | $ 116,147 | 88,983 | ||
Change in derivative liabilities | 28,152 | 27,164 | |||
Securities Purchase Agreement [Member] | Mr. Joseph Segelman [Member] | |||||
Interest expense | $ 5,000 | ||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||
Common stock convertible shares | 2,500,000 | ||||
Issuance of convertible debt | $ 724,500 | ||||
Discount on debt issuance costs | 563,458 | 563,458 | 849,909 | ||
Embedded derivative liability | 1,153,090 | 1,153,090 | |||
Common stock convertible amount | 625,000 | ||||
Interest expense | 433,590 | ||||
Accretion of debt discount | 143,225 | 286,451 | |||
Securities Purchase Agreement [Member] | Common Stock [Member] | Alpha Capital Anstalt And Brio Capital Master Fund Ltd. [Member] | |||||
Issuance of convertible debt | 724,500 | ||||
Discount on debt issuance costs | $ 138,000 | $ 138,000 | |||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt And Brio Capital Master Fund Ltd. [Member] | |||||
Conversion rate (in dollars per share) | $ 0.3 | $ 0.3 | |||
Percentage of right to participate subsequent financing | 100.00% | 100.00% | |||
Embedded derivative liability | $ 418,039 | $ 418,039 | |||
Trading days | 5 years | ||||
Issuance period | 6 months | ||||
Derivative liabilities | 13,344 | $ 21,068 | $ 439,107 | ||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt And Brio Capital Master Fund Ltd. [Member] | Secured Convertible Notes [Member] | |||||
Principle amount | $ 862,500 | $ 862,500 | |||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt And Brio Capital Master Fund Ltd. [Member] | Common Stock [Member] | |||||
Common stock convertible shares | 2,500,000 | ||||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt And Brio Capital Master Fund Ltd. [Member] | Warrant [Member] | |||||
Common stock convertible shares | 7,187,542 | ||||
Description of terms of conversion feature | The Purchaser Warrants allow the Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such purchasers Note principal amount divided by $0.12, the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) | May 01, 2015$ / shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Expected dividend yield | 0.00% |
Expected stock-price volatility | 35.60% |
Risk-free interest rate | 1.87% |
Expected term of options (years) | 6 years |
Stock price (in dollars per share) | $ 0.25 |
Exercise price (in dollars per share) | $ 0.005 |
STOCK BASED COMPENSATION (Det34
STOCK BASED COMPENSATION (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding - beginning of period | 10,000,000 | |
Granted | 10,000,000 | |
Exercised | ||
Expired/Forfeited | ||
Outstanding - end of period | 10,000,000 | 10,000,000 |
Exercisable - end of period | ||
Expected to be vested | 10,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding - beginning of period | $ 0.005 | |
Granted | 0.005 | |
Exercised | ||
Expired/Forfeited | ||
Outstanding - end of period | 0.005 | $ 0.005 |
Exercisable - end of period | ||
Expected to be vested | $ 0.005 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | ||
Granted | $ 2,450,000 | |
Outstanding - end of period | $ 2,450,000 | $ 2,450,000 |
STOCK BASED COMPENSATION (Det35
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | Apr. 02, 2016 | May 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Number of shares authorized | 34,398,000 | 34,398,000 | 34,323,000 | ||||
Stock based compensation - related party | $ 306,516 | $ 347,543 | $ 824,981 | $ 347,543 | |||
2015 Equity Incentive Plan [Member] | |||||||
Number of shares authorized | 14,000,000 | ||||||
Number of common stock issued | 300,000 | ||||||
Value of common stock | $ 75,000 | ||||||
Unrecognized compensation expense | $ 279,149 | ||||||
2015 Equity Incentive Plan [Member] | General and Administrative Expense [Member] | |||||||
Stock based compensation | 18,750 | ||||||
2015 Equity Incentive Plan [Member] | First Year Vest [Member] | |||||||
Award vesting rights percentage | 50.00% | ||||||
2015 Equity Incentive Plan [Member] | Second Year Vest [Member] | |||||||
Award vesting rights percentage | 50.00% | ||||||
2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | |||||||
Number of common stock issued | 10,000,000 | ||||||
Value of common stock | $ 2,500,000 | ||||||
Stock based compensation | $ 306,516 | $ 347,543 | $ 824,981 | $ 347,543 | |||
Vesting period | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 20, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Deferred compensation | $ 207,000 | $ 207,000 | $ 167,000 | |||
Unpaid business expenses | 399,337 | 399,337 | 396,819 | |||
Employment Agreements [Member] | ||||||
Unpaid business expenses | 345,863 | 345,863 | ||||
Payment for business expenses | 343,345 | |||||
Employment Agreements [Member] | Operating Expense [Member] | ||||||
Unpaid business expenses | 122,898 | 122,898 | ||||
Employment Agreements [Member] | Inventory Expense [Member] | ||||||
Unpaid business expenses | 222,965 | 222,965 | ||||
Mr. Joseph Segelman [Member] | Employment Agreements [Member] | ||||||
Annual base compensation | $ 120,000 | |||||
Minimum annual base salary and compensation | 180,000 | |||||
Description of related party transaction | This contract was to continue unless and until terminated at any time by either the Company or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by an employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. | |||||
Description of amount equal to base salary | An amount equal to 200% of the base salary. | |||||
Compensation expense | 90,000 | $ 45,000 | 45,000 | $ 45,000 | ||
Consulting fees | 0 | 0 | 0 | 30,000 | ||
Deferred compensation | 439,000 | 439,000 | 349,000 | |||
Unpaid business expenses | $ 343,345 | |||||
Secretary And Director [Member] | Employment Agreements [Member] | ||||||
Annual base compensation | $ 60,000 | |||||
Minimum annual base salary and compensation | 80,000 | |||||
Description of related party transaction | This contract was to continue unless and until terminated at any time by either the Company or Secretary giving two month notice in writing. The Secretary is the spouse of the CEO. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by an employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. | |||||
Description of amount equal to base salary | An amount equal to 50% of the base salary. | |||||
Compensation expense | 20,000 | 13,333 | 40,000 | 13,333 | ||
Consulting fees | $ 0 | $ 6,667 | $ 0 | $ 21,667 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to the common stockholders | $ (885,700) | $ (483,266) | $ (1,736,942) | $ (624,611) |
Basic weighted average outstanding shares of common stock | 34,397,176 | 30,195,000 | 34,360,088 | 30,090,000 |
Dilutive effect of options and warrants | ||||
Diluted weighted average common stock and common stock equivalents | 34,397,176 | 30,195,000 | 34,360,088 | 30,090,000 |
Loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.02) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Total rent | $ 3,500 | |||
Rent expense | $ 11,300 | $ 10,000 | $ 21,100 | $ 18,400 |