Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Sigyn Therapeutics, Inc. | |
Entity Central Index Key | 0001642159 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-204486 | |
Entity Incorporation, State or Country Code | DE | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,186,169 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 500 | |
Inventory | 586,047 | 588,110 |
Total current assets | 586,047 | 588,610 |
Equipment, net | 2,073 | 3,110 |
Intangible assets, net | 22,061 | 50,425 |
Total assets | 610,181 | 642,145 |
Current liabilities: | ||
Accounts payable | 38,745 | 10,483 |
Due to related party | 1,227,264 | 1,165,171 |
Short term notes payable, less unamortized debt issuance costs of $0 and $0 at September 30, 2020 and December 31, 2019, respectively | 158,187 | 98,187 |
Convertible notes payable | 1,796,524 | 1,801,524 |
Other current liabilities | 208,796 | 27,450 |
Total current liabilities | 3,429,516 | 3,102,815 |
Total liabilities | 3,429,516 | 3,102,815 |
Shareholders' deficit | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 1 and 1 share issued and outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 638,818 and 541,816 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 64 | 54 |
Additional paid-in-capital | 13,675,975 | 13,615,235 |
Accumulated deficit | (16,495,374) | (16,075,959) |
Total shareholders' deficit | (2,819,335) | (2,460,670) |
Total liabilities and shareholders' deficit | $ 610,181 | $ 642,145 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Unamortized debt issuance costs | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 1 | 1 |
Preferred stock, outstanding | 1 | 1 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 638,818 | 541,816 |
Common stock, outstanding | 638,818 | 541,816 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenues | $ 3,834 | $ 32,100 | $ 4,590 | $ 137,983 |
Cost of sales | 1,799 | 8,010 | 2,062 | 34,090 |
Gross profit | 2,035 | 24,090 | 2,528 | 103,893 |
Operating expenses: | ||||
Advertising and marketing expenses | 1,067 | 968 | 11,075 | |
Stock based compensation - related party | 43,250 | |||
General and administrative | 89,612 | 145,748 | 190,878 | 485,715 |
Total operating expenses | 89,612 | 146,815 | 235,096 | 496,790 |
Loss from operations | (87,577) | (122,725) | (232,568) | (392,897) |
Other (income) expense: | ||||
Other income | (2,000) | |||
Interest expense | 62,969 | 15,850 | 188,847 | 46,850 |
Total other expense, net | 62,969 | 15,850 | 186,847 | 46,850 |
Loss before income taxes and discontinued operations | (150,546) | (138,575) | (419,415) | (439,747) |
Income taxes | ||||
Loss from continuing operations | (150,546) | (138,575) | (419,415) | (439,747) |
Gain on disposal of discontinued operations | 238,315 | |||
Net loss | $ (150,546) | $ (138,575) | $ (419,415) | $ (201,432) |
Loss per share total | ||||
Basic and diluted (in dollars per share) | $ (0.24) | $ (0.26) | $ (0.68) | $ (0.37) |
Weighted average number of shares outstanding | ||||
Basic and diluted (in shares) | 638,789 | 541,816 | 614,040 | 541,816 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Dec. 31, 2018 | $ 54 | $ 9,285,973 | $ (13,001,269) | $ (3,715,242) | |
Balance at beginning (in shares) at Dec. 31, 2018 | 1 | 541,816 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (201,432) | (201,432) | |||
Balance at end at Sep. 30, 2019 | $ 54 | 9,285,973 | (13,202,701) | (3,916,674) | |
Balance at end (in shares) at Sep. 30, 2019 | 1 | 541,816 | |||
Balance at beginning at Jun. 30, 2019 | $ 54 | 9,285,973 | (13,064,126) | (3,778,099) | |
Balance at beginning (in shares) at Jun. 30, 2019 | 1 | 541,816 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (138,575) | (138,575) | |||
Balance at end at Sep. 30, 2019 | $ 54 | 9,285,973 | (13,202,701) | (3,916,674) | |
Balance at end (in shares) at Sep. 30, 2019 | 1 | 541,816 | |||
Balance at beginning at Dec. 31, 2019 | $ 54 | 13,615,235 | (16,075,959) | (2,460,670) | |
Balance at beginning (in shares) at Dec. 31, 2019 | 1 | 541,816 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued in conversion of note payable | $ 3 | 9,997 | 10,000 | ||
Shares issued in conversion of note payable (in shares) | 27,002 | ||||
Shares issued in lieu of accrued interest | $ 2 | 7,498 | 7,500 | ||
Shares issued in lieu of accrued interest (in shares) | 20,000 | ||||
Shares issued for services | $ 5 | 43,245 | 43,250 | ||
Shares issued for services (in shares) | 50,000 | ||||
Net loss | (419,415) | (419,415) | |||
Balance at end at Sep. 30, 2020 | $ 64 | 13,675,975 | (16,495,374) | (2,819,335) | |
Balance at end (in shares) at Sep. 30, 2020 | 1 | 638,818 | |||
Balance at beginning at Jun. 30, 2020 | $ 64 | 13,675,975 | (16,344,828) | (2,668,789) | |
Balance at beginning (in shares) at Jun. 30, 2020 | 1 | 638,818 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (150,546) | (150,546) | |||
Balance at end at Sep. 30, 2020 | $ 64 | $ 13,675,975 | $ (16,495,374) | $ (2,819,335) | |
Balance at end (in shares) at Sep. 30, 2020 | 1 | 638,818 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (419,415) | $ (201,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,037 | 9,360 |
Amortization expense | 28,364 | 48,890 |
Gain on disposal of discontinued operations | (260,883) | |
Accretion of debt discount | 27,750 | |
Estimated fair market value of stock issued for services | 43,250 | |
Changes in operating assets and liabilities: | ||
Inventory | 2,063 | 31,554 |
Accounts payable | 28,262 | (7,594) |
Due to related party | (2,907) | 9,150 |
Accrued compensation - related party | 65,000 | 195,000 |
Other current liabilities | 188,846 | 34,531 |
Net cash used in operating activities | (65,500) | (113,674) |
Cash flows from investing activities: | ||
Proceeds from sale of business | 100,000 | |
Net cash provided by investing activities | 100,000 | |
Cash flows from financing activities: | ||
Proceeds from short-term convertible notes | 5,000 | 40,010 |
Proceeds from short-term notes | 60,000 | |
Repayments of short term notes | (33,333) | |
Net cash provided by (used in) financing activities | 65,000 | 6,677 |
Net decrease in cash | (500) | (6,997) |
Cash at beginning of period | 500 | 7,497 |
Cash at end of period | 500 | |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Shares issued in conversion of note payable | 10,000 | |
Shares issued in extinguishment of debt | $ 7,500 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Share Exchange On August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a Delaware corporation (“Sigyn”), whereby the Registrant will acquire 100% of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY. Reign Resources Corporation was established on December 15, 2014 in the State of Delaware as a vertically integrated “source to retail” model for sapphires – rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. The Company acquired its Coordinates Collection and Le Bloc brands and the assets related to the production and sale of it on December 1, 2016. On January 1, 2019, Reign Brands, Inc., a subsidiary of Reign Resources Corporation, entered into an Asset Purchase Agreement (the “Agreement”) with Co-Op Jewelers LLC (“Co-Op”), whereby Reign Brands, Inc. sold operating assets of Reign Brands, Inc., consisting of substantially all of the assets related to Coordinates Collection (“CCI”). On January 1, 2019 (the “Closing Date”), the parties executed the Asset Purchase Agreement and the final exhibits. Upon the closing of the Agreement, Reign Brands, Inc. sold substantially all of the operating assets of the CCI business, consisting of fixed assets and intellectual property in exchange for an aggregate of $100,000 in cash. The Agreement contained customary closing conditions. The Company is focusing its marketing initiatives on: (1) Direct-to-Consumer (“D2C”) ecommerce 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. The Company started as UWI Holdings Corporation (previously known as Australian Sapphire Corporation) (“UWI”) and was established on May 31, 2013 in the Province of New Brunswick, Canada. On December 31, 2014, UWI entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with Reign Corporation, pursuant to which UWI transferred all of its net assets to Reign. The sole shareholder of UWI along with his spouse retained 100% ownership of Reign and were issued 27,845,000 of Reign common shares in exchange for the 16,000,250 outstanding shares of UWI. There was no significant tax consequence to this exchange. As a result, Reign is considered to be the continuation of the predecessor UWI. All historical financial information prior to the reorganization is that of UWI. On March 17, 2017, the shareholders of the Company approved an amendment to the Company’s Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. The Company has begun its planned principal operations, and accordingly, the Company has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). On November 13, 2019, the Company changed its corporate name to Reign Resources Corporation. On February 18, 2020, the Company’s board of directors and majority voting shareholder approved an amendment to the Company’s certificate of incorporation, in order to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 150,000,000, to 1,000,000,000. On May 12, 2020, the Company received the amended certificate of incorporation from the Delaware Secretary of State, citing the increase in the Company’s authorized common shares from 150,000,000 to 1,000,000,000. On August 10, 2020, a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 150:1, became effective. The reverse stock split was announced by the Financial Industry Regulatory Authority (“FINRA”) on August 7, 2020. At the effective time of the reverse stock split, every 150 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of common stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying financial statements have been adjusted to reflect the reverse stock split for all prior periods presented. On August 25, 2020, the Company executed a Share Exchange Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a Delaware corporation (“Sigyn”), whereby the Company will acquire 100% of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of 75% of the fully paid and nonassessable shares of the Company’s common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Acquisition was completed on October 19, 2020. Upon the Closing of, and as a result of, the Acquisition, Sigyn will become a wholly-owned subsidiary of the Company, and following the consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75%) of the issued and outstanding Common Stock of the Company on a fully diluted basis. As part of the Acquisition, Sigyn may offer, in a private placement transaction up to $1,500,000 of convertible notes, of which the Company’s shareholders may invest up to $500,000, which convertible notes shall have a term of one year and pay an Original Issuer Discount (OID) of 10% and a note conversion price of $20 (based on an approximate Sigyn valuation of $12,500,000) and the noteholders shall receive a five-year warrant to purchase a common share based on a price equal to $30 (based on an approximate Sigyn valuation of $17,500,000. In addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s board of directors. The parties have taken the actions necessary to provide that the Acquisition is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The included (a) condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the unaudited condensed financial statements as of September 30, 2020 and 2019, 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 Company’s December 31, 2019 and 2018 audited financial statements filed on Form 10-K on March 30, 2020. 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 consolidated 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, 2019 as filed on March 30, 2020, 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 consolidated 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 $16,495,000 and $16,076,000 at September 30, 2020 and December 31, 2019, respectively, had a working capital deficit of approximately $2,843,000 and $2,514,000 at September 30, 2020 and December 31, 2019, respectively, had a net loss of approximately $419,000 and $151,000 for the nine months ended September 30, 2020 and 2019, respectively, and net cash used in operating activities of approximately $66,000 and $114,000 for the nine months ended September 30, 2020 and 2019, respectively, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s 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 Company’s 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, the Company’s previous President and CEO, has agreed to underwrite these costs, if necessary, until we are then able to begin execution of our business plan. The condensed consolidated 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s 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 consolidated financial statements. ASC 810 Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Reign Brands, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Reverse Stock Split On August 10, 2020, a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 150:1, became effective. The reverse stock split was announced by FINRA on August 7, 2020. At the effective time of the reverse stock split, every 150 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of common stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying financial statements have been adjusted to reflect the reverse stock split for all prior periods presented. Use of Estimates The preparation of these consolidated 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 consolidated 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 consolidated financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, derivative liabilities, warrant liabilities, common stock and option valuation, valuation of acquired intangible assets. and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with Accounting Standards Codification (“ASC”) 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits. Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were recorded of approximately $0 and $1,000, and $1,000 and $11,000 for the three and nine months ended September 30, 2020 and 2019, respectively. Comprehensive Income Comprehensive income is reported 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 shareholders’ equity during a period, other than those resulting from investments by and distributions to shareholders (i.e., issuance of equity securities and dividends). Generally, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. There are no items other than net loss affecting comprehensive loss for the three and nine months ended September 30, 2020 and 2019. Revenue Recognition On January 1, 2018, the Company adopted ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. A description of our principal revenue generating activities are as follows: Retail sales Wholesale sales Revenue is recognized from retail and wholesale sales when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. Credit is granted for wholesale sales generally for terms of 7 to 90 days, based on credit evaluations. No allowance has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectable based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company records all revenue transactions at the gross sale price. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards. Deferred revenue Deferred revenue consists of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Deferred revenue totaling $0 and $0 as of September 30, 2020 and December 31, 2019, respectively. Inventories Reign Sapphire Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of September 30, 2020 and December 31, 2019, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of September 30, 2020. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner 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 internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of September 30, 2020. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible Assets Intangible assets consist primarily of tradenames, proprietary designs, developed technology – website, and developed technology – Ipad application. Our intangible assets are being amortized on a straight-line basis over a period of three to ten years. Impairment of Long-lived Assets and Goodwill We evaluate goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. There was no impairment charge for the three and nine months ended September 30, 2020 and 2019. We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There was no impairment charge for the three and nine months ended September 30, 2020 and 2019. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 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 September 30, 2020 and December 31, 2019, the fair value of cash, accounts receivable, accounts payable, accrued expenses, notes payable, and convertible debt 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. There were 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 estimated fair value of stock issued for services and the embedded derivative liabilities are recognized at fair value on a recurring basis at September 30, 2020 and are Level 3 measurements (see Note 8). There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Monte Carlo valuation method. The following table summarize the Company’s fair value measurements by level at September 30, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Estimated fair value of stock issued for services $ 43,250 $ — $ — The following table summarize the Company’s fair value measurements by level at September 30, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ — $ — $ — The carrying values of the Company’s financial instruments, including cash, other current assets, accounts payable, accruals, and other current liabilities approximate their fair values due to the short period of time to maturity or repayment. Convertible Notes Payable The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees , Non-Employee Stock Based Compensation Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. Earnings per Share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. 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. The total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2020 and 2019, was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by Joseph Segelman, t e Comp a n y’s previous Chief Executive Officer (“ CEO”), is inactive and we have no transactions with ASC. Segment Reporting ASC 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment. Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to 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. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Among other risks, the Company’s 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. 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 banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had one customer that accounted for all revenues for the three and months ended September 30, 2020 and 2019. The Company had no customers that accounted for 10% or more of total accounts receivable at September 30, 2020 and December 31, 2019. Seasonality The business is subject to substantial seasonal fluctuations. Historically, a significant portion of net sales and net earnings have been realized during the period from October through December. Major Suppliers The Company does not manufacture its own products and currently depends primarily upon third parties to manufacture its products. In the event that the manufacturing provided by our current supplier were discontinued, it is believed that alternate suppliers could be identified which would be able to provide it with sufficient levels of products at terms similar to those of our current supplier. Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurements In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s quarterly filing for the period ended September 30, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows. Retirement Plans In August 2018, the FASB amended “Retirement Plans” to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. The guidance is effective for the Company with the Company’s annual filing for the year ended December 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows. Intangibles – Goodwill and other – Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Improvements to Nonemployee Share-based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 aligns the accounting for share-based payment awards to employees and non-employees. Under ASU 2018-07 the existing employee guidance will apply to nonemployee share-based transactions, except for specific guidance related to the attribution of compensation cost. ASU 2018-07 should be applied to all new awards granted after the date of adoption. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019; such adoption had no material impact on the Company’s consolidated financial statements. Income Statement – Reporting Comprehensive Income In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) (ASU 2018-02), which amends existing standards for income statement-reporting comprehensive income to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act and improve the usefulness of information reported to financial statements users. ASU 2018-02 will be effective for beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-02 effective January 1, 2019; such adoption had no material impact on the Company’s consolidated financial statements. Goodwill In January 2017, the FASB amended “Goodwill” to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill of the reporting unit. The new guidance is effective for the Company on January 1, 2020 and is not expected to have an impact on our consolidated results of operations, consolidated financial position, and cash flows. Financial Instruments In June 2016, the FASB amended “Financial Instruments” to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018 and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest, recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates. The new guidance is effective for us on January 1, 2020, and in the first half of 2019, we established an implementation team and began analyzing the impact on our current policies and procedures to identify potential differences that would result from applying the requirements of the new standard. The implementation team reports findings and progress of the project to management on a frequent basis. Through this process, we have identified appropriate changes to our processes, sys |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories consisted of the following as of: September 30, 2020 December 31, 2019 Loose stones $ 388,925 $ 390,988 Finished goods 134,145 134,145 Samples 62,977 62,977 Total $ 586,047 $ 588,110 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND Equipment Property and equipment consisted of the following as of: Estimated Life September 30, 2020 December 31, 2019 Office equipment 5 years $ 5,481 $ 5,481 Computer equipment 3 years 40,171 40,171 Accumulated depreciation (43,579 ) (42,542 ) Total $ 2,073 $ 3,110 Depreciation expense was $346 and $1,037 and $3,059 and $9,360 for the three and nine months ended September 30, 2020 and 2019, respectively, and is classified in general and administrative expenses in the condensed consolidated Statements of Operations. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: Estimated Life September 30, 2020 December 31, 2019 Trademarks 3.3 – 4.5 years $ 260,000 $ 260,000 Accumulated amortization (237,939 ) (209,575 ) Total $ 22,061 $ 50,425 Future amortization expense related to intangible assets are approximately as follows: Intangible Assets 2020 $ 9,455 2021 12,606 $ 22,061 Amortization expense was $9,455 and $28,364 and $16,297 and $48,890 for the three and nine months ended September 30, 2020 and 2019, and is classified in general and administrative expenses in the condensed consolidated Statements of Operations. |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
DUE TO RELATED PARTY | NOTE 7 – DUE TO RELATED PARTY During the nine months ended September 30, 2020, the Company received no advances from Joseph Segelman, the Company’s previous CEO, incurred business expenses that were paid by the CEO/director of $132,540 (comprised of operating expenses) and had repayments of $135,446. The Company has a balance owed to the related party of $1,227,264 and $1,165,171 at September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020 and December 31, 2019, accrued compensation-related party was $45,000 and $0, respectively. At December 31, 2019, the CEO and Secretary forgave all deferred compensation totaling $1,499,750 and based on ASC 470-50-40, Extinguishments of Debt |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: September 30, December 31, September 2019 Notes, issued September 29, 2019, with a maturity date of September 29, 2020, with an interest rate of 15%. $ 75,020 $ 70,020 January and February 2018 Notes, issued January 3, 2018 and February 16, 2018, respectively, with a maturity date of March 31, 2020, as amended, with an interest rate of 10%. 294,000 294,000 November 2017 Notes, issued November 10, 2017, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by the Company’s CEO. 287,502 287,502 November 2016 Notes, issued November 10, 2016, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and ASC. 287,502 287,502 December 2015 Notes, issued December 23, 2015, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and ASC. 852,500 862,500 Total convertible notes payable 1,796,524 1,801,524 Debt discount — — Convertible notes payable, net of unamortized debt discount $ 1,796,524 $ 1,801,524 The following represents a summary of the convertible debt terms at September 30, 2020: Amount of Debt Discount Maturity Conversion September 2019 Notes $ 75,020 $ — 9/29/2020 $ 0.0025 January and February 2018 Notes 294,000 — 3/31/2020 $ 0.0025 November 2017 Notes 287,502 — 3/31/2020 $ 0.0025 November 2016 Notes 287,502 — 3/31/2020 $ 0.0025 December 2015 Notes 852,500 — 3/31/2020 $ 0.0025 Total $ 1,796,524 $ — September 2019 Notes On September 29, 2019 (“Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance of up to $125,000 aggregate principal amount of convertible promissory notes (the “Notes”) with Alpha Capital, Brio Capital, and Crossover Capital. As of September 30, 2020 and December 31, 2019, $75,020 and $70,020, respectively, was loaned, in aggregate, by the investors. On June 29, 2020, Alpha Capital Anstalt assigned all of its debt and common shares to Osher Capital Partners LLC. The Notes matured on September 29, 2020. The Notes are in default and the Company is currently in discussions to restructure the terms of the note and provide for interest to accrue at a 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 Issue Date, the holder of a Note, at its option, may convert the outstanding principal balance and accrued interest into shares of Common Stock of the Company. The conversion price for the principal and interest in connection with voluntary conversions by a holder of a Note is $0.375 per share, as amended on December 31, 2019, subject to adjustment as provided therein. The Notes, for example, are subject to adjustment upon certain events such as stock splits and if the Company issues any securities with more favorable terms than are described in the Notes, the holder of a Note, may, at the holder’s option, become a part of the more favorable transaction documents. Each Note also contains a prepayment penalty of 125% of the amount outstanding under the Note. The holder of a Note does not 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 “Beneficial Ownership Limitation”). 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 the Company’s Common Stock from trading. If such an event of default occurs, the holder of a Note may be entitled to take various actions, which may include the acceleration of amounts due under such Note and accrual of interest. The Purchase Agreement includes additional purchaser rights and Company obligations including obligations on the Company to satisfy the current public information requirements under SEC Rule 144(c), to reserve a sufficient number of shares underlying the Notes, and other customary representations and warranties. January and February 2018 In January and February 2018, the Company entered into Securities Purchase Agreements (the “Purchase Agreement”) with respect to the sale and issuance to Crossover Capital Fund II, LLC (“Crossover”) totaling (i) 5,556 shares of the Company’s Common Stock (the “Commitment Shares”); (ii) 20,000 redeemable shares (the “Redeemable Shares”), (iii) $294,000 aggregate principal amount of a convertible promissory notes (the “Convertible Notes”) and (iv) Common Stock Purchase Warrants to purchase up to an aggregate of 13,067 shares of the Company’s common stock (the “Warrants”) for aggregate consideration of $250,000 cash which was issued at a $44,000 original issue discount from the face value of the Note . The January and February 2018 Convertible Notes matured on March 31, 2020, as amended on December 31, 2019 and provide for interest to accrue at an interest rate equal to 10% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the Convertible Notes. . At any time after 180 days from the issue date, the holder, at its option, may convert the outstanding principal balance and accrued interest into shares of common stock of the Company. The conversion price for the principal and interest in connection with voluntary conversions by a holder of the Convertible Notes is $0.375 per share, subject to adjustment as provided therein . There is also a one-time interest charge of 10% due at maturity. If the Convertible Notes are prepaid on or prior to the maturity dates, all of the Redeemable Shares shall be returned to the treasury shares of the Company, without any payment by the Company for the Redeemable Shares. Further, if the Company prepays a portion of the Convertible Notes, but not the entire Convertible Notes, on or before the maturity dates, a pro rata portion of the Redeemable Shares shall be returned to the Company’s treasury in proportion to the prepayment amount as it relates to the entire Convertible Notes balance. On the 180 th The exercise price for the Warrants is $22.50, subject to adjustment, are exercisable for five years after the date of the Warrants and are exercisable in whole or in part, as either a cash exercise or as a “cashless” exercise. On June 26, 2020, the noteholder agreed to cancel all of its warrants resulting in no financial impact to the Company. Purchaser Conversion The January and February 2018 Convertible Notes convert the outstanding principal balance and accrued interest into shares of common stock of the Company January and February 2018 Convertible Notes th Interest The January and February 2018 Convertible Notes a one-time interest charge of 10% due at maturity totaling $29,400 that has been accrued within other current liabilities in the accompanying condensed consolidated balance sheets. Redeemable Shares The January and February 2018 Convertible Notes Common Stock The January and February 2018 Convertible Notes purchasers Warrants The Company calculates the fair value of the Warrants at $95,324 and $65,292 at January 3, 2018 and February 16, 2018, respectively, using the Black-Scholes option-pricing method. The Black-Scholes option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value of the underlying common stock on the date of grant. On June 26, 2020, the noteholder agreed to cancel all of its warrants resulting in no financial impact to the Company. Debt Discount The Company issued the January and February 2018 Convertible Notes January 3, 2018 February 16, 2018 Fair value Relative fair value Fair value Relative fair value Warrant $ 95,324 $ 19,784 $ 65,292 $ 16,955 Common sock $ 70,833 $ 14,701 $ 54,167 $ 14,066 Redeemable shares $ 255,000 $ 52,923 $ 195,000 $ 50,637 Remaining note value $ 110,300 $ 22,892 $ 110,300 $ 28,642 Total $ 531,457 $ 110,300 $ 424,759 $ 110,300 Additional discount (interest) $ — $ 13,808 $ — $ 8,058 The Company recorded debt discount accretion of $0 and $0, and $0 and $0 to interest expense in the condensed consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019, respectively, and has $0 of unamortized debt discount remaining as of September 30, 2019. November 2017 On November 10, 2017, the Company entered into a Securities Purchase Agreement (the “November 2017 Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (collectively “November 2017 Purchasers”) of up to (i) 5,556 shares of the Company’s Common Stock (the “November 2017 Incentive Shares”); (ii) $287,502 aggregate principal amount of Secured Convertible Notes (the “November 2017 Notes”) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 23,959, shares of the Company’s Common Stock (the “November 2017 Warrants”). The November 2017 Incentive Shares, November 2017 Notes and November 2017 Warrants were issued on November 10, 2017 (the “November 2017 Original Issue Date”). November 2017 Purchasers received (i) November 2017 Incentive Shares at the rate of 2.8986 November 2017 Incentive Shares for each $1.00 of November 2017 Note principal issued to such November 2017 Purchaser; (ii) a November 2017 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2017 Note; and (iii) November 2017 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2017 Note principal amount divided by $0.08 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.375, as amended on December 31, 2019, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the November 2017 Incentive Shares, November 2017 Notes and November 2017 Warrants was approximately $250,002 (the “Subscription Amount”) which was issued at a $37,500 original issue discount from the face value of the Note. On June 29, 2020, Alpha Capital Anstalt assigned all of its debt and common shares to Osher Capital Partners LLC. The November 2017 Notes matured on March 31, 2020, as amended on December 31, 2019, 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 November 2017 Notes. The note is in default and the Company is currently in discussions to restructure the terms of the note . The November 2017 Purchase Agreement is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. is still accounting for the interest in accordance with GAAP. Optional Redemption The November 2017 Notes provide that commencing six (6) months after the November 2017 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the November 2017 Notes (an “November 2017 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 November 2017 Note through the November 2017 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2017 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. As of September 30, 2020 and December 31, 2019, the Optional Redemption was fair valued to be $0, respectively. During the three and nine months ended September 30, 2020 and 2019, the Company recorded $0 and $0, and $0 and $0, respectively, on Optional Redemption valuation. Purchaser Conversion The November 2017 Purchaser has the right at any time after the November 2017 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 (“November 2017 Purchaser Conversion Shares”) of the Company’s common stock, of the portion of the outstanding balance being converted (the “November 2017 Conversion Amount”) divided by the November 2017 Purchaser Conversion Price of $12.00, subject to potential future adjustments described below. If the total outstanding balance of the November 2017 Note were convertible as of September 30, 2020, the November 2017 Note would have been convertible into 23,959 shares of our 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 November 2017 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the November 2017 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the November 2017 Purchaser Conversion Price as described above, the November 2017 Purchaser Conversion feature does not meet the definition of “indexed to” our stock, and the scope exception to ASC 815’s 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 November 2017 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 condensed consolidated Balance Sheet at its fair value of $165,000 at the date of issuance. 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 condensed consolidated Statements of Operations. At September 30, 2020, the embedded derivative was re-measured at fair value that was determined to be $0. During the three and nine months ended September 30, 2020 and 2019, the Company recorded no change, respectively, on embedded derivative re-valuation. On November 16, 2017, the November 2017 Notes were modified in accordance with ASC 470-50-40 and ASC 815 and the Company re-measured the embedded derivative at fair value, which was determined to be $155,000 and recorded a modification of derivative liability charge of $5,000. On January 25, 2018, the November 2017 Notes, November 2016 Notes, and December 2015 Notes were again modified in accordance with ASC 470-50-40 and ASC 815 in which the Company issued a total of 15,971 restricted common shares, valued at $263,522 (based on the Company’s stock price on the measurement date) in consideration of the maturity date of the outstanding November 2017, November 2016, and December 2015 convertible notes being extended to December 31, 2018. The Company re-measured the embedded derivative at fair value just prior to and subsequent to the modification and recorded an extinguishment of debt of $12,000 in the three months ended September 30, 2018. In addition, the value of the restricted common shares of $263,522 was recorded as an extinguishment of debt in the three months ended September 30, 2018. November 2017 Purchaser Warrants The November 2017 Purchaser Warrants allow the November 2017 Purchaser to purchase up to a number of shares of common stock equal to 100% of such purchaser’s Note principal amount divided by $12.00, with a per share exercise price equal to $22.50, subject to adjustment. The term of the Purchaser Warrants is at any time on or after the six (6) month anniversary of the November 2017 Original Issue Date and on or prior to the five (5) year anniversary of the November 2017 Initial Trading Date of our common stock on a Trading Market. The exercise price of the November 2017 Purchaser Warrants is $22.50 per share of our common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the November 2017 Purchaser Warrants. The November 2017 Purchaser Warrants are exercisable by the November 2017 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise. The Company evaluated the November 2017 Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the November 2017 Exercise Price and November 2017 Conversion Price in the event of subsequent November 2017 Dilutive Issuances, the November 2017 Purchaser Warrants are not indexed to our common stock, and the Company has determined that the November 2017 Purchaser Warrants meet the definition of a derivative under ASC 815. Accordingly, the November 2017 Purchaser Warrants were recorded as derivative liabilities in the condensed consolidated Balance Sheet at their fair value of $290,612 at the date of issuance. 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 condensed consolidated Statements of Operations. On November 16, 2017, the November 2017 Warrants were modified in accordance with ASC 470-50-40 and ASC 815 which eliminated the antidilution provision of the exercise price, fixed the exercise price at $22.50 per share, and fixed the number of shares the warrants can be exercised into; thereby eliminating the requirement for derivative accounting and liability classification. As a result, the warrant re-valuation was reclassified to additional paid-in-capital resulting in a warrant liability of $0 as of November 16, 2017. On June 26, 2020, the noteholder agreed to cancel all of its warrants resulting in no financial impact to the Company. November 2017 Purchaser Common Stock The November 2017 Purchasers were issued a total of 5,556 shares of the Company’s common stock, valued at $163,171 (based on the stock price on the date of issuance). Debt Discount The Company issued the November 2017 Notes with warrants and conversion features that required liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: original issue discount of $37,497, $163,171 to the common shares issued; $290,612 to the warrants granted; and $165,000 to the embedded derivative, resulting in a debt discount to such notes of $287,502 with the remaining amount of approximately $369,000 expensed at inception of the note. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying condensed consolidated Statements of Operations. On January 25, 2018, the November 2017 Notes were modified in accordance with ASC 470-50-40 and ASC 815. As a result, the Company recorded the elimination of debt discount of $224,904 to extinguishment of debt in the condensed consolidated Statements of Operations during the three and nine months ended September 30, 2018 with a debt discount of $0 as of September 30, 2018. November 2016 As of December 31, 2016, the Company previously entered into a Securities Purchase Agreement (the “November 2016 Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (collectively “November 2016 Purchasers”) of up to (i) 5,556 shares of the Company’s Common Stock (the “November 2016 Incentive Shares”); (ii) $287,502 aggregate principal amount of Secured Convertible Notes (the “November 2016 Notes”) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 23,959, as amended, shares of the Company’s Common Stock (the “November 2016 Warrants”). The November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants were issued on November 10, 2016 (the “November 2016 Original Issue Date”). November 2016 Purchasers received (i) November 2016 Incentive Shares at the rate of 2.8986 November 2016 Incentive Shares for each $1.00 of November 2016 Note principal issued to such November 2016 Purchaser; (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $18.00 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on December 31, 2019 to $0.375 per share, with a per share exercise price equal to $45.00, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants was approximately $244,945 (the “Subscription Amount”) which was issued at a $42,557 original issue discount from the face value of the Note. On June 29, 2020, Alpha Capital Anstalt assigned all of its debt and common shares to Osher Capital Partners LLC. The November 2016 Notes matured on March 31, 2020, as amended on December 31, 2019, 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 November 2016 Notes. The note is in default and the Company is currently in discussions to restructure the terms of the note . The November 2016 Purchase Agreement is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. is still accounting for the interest in accordance with GAAP. Optional Redemption The November 2016 Notes provide that commencing six (6) months after the November 2016 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the November 2016 Notes (an “November 2016 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 November 2016 Note through the November 2016 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2016 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. As of September 30, 2020 and December 31, 2019, the Optional Redemption was recorded as a derivative liability on the condensed consolidated Balance Sheets using “Black Scholes Merton Method” modeling and at each subsequent reporting date, the fair value of the Optional Redemption liability will be re-measured and changes in the fair value will be recorded in the condensed consolidated Statements of Operations. The Optional Redemption liability fair value was originally valued at $35,015 and was re-measured at fair value to be $0 at September 30, 2020 and December 31, 2019. During the three and nine months ended September 30, 2020 and 2019, the Company recorded $0 and $0, and $0 and $0, respectively, on Optional Redemption valuation. Purchaser Conversion The November 2016 Purchaser has the right at any time after the November 2016 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 (“November 2016 Purchaser Conversion Shares”) of the Company’s common stock, of the portion of the outstanding balance being converted (the “November 2016 Conversion Amount”) divided by the November 2016 Purchaser Conversion Price of $12.00, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the November 2016 Note were convertible as of September 30, 2020, the November 2016 Note would have been convertible into 23,959 shares of our 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 November 2016 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the November 2016 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the November 2016 Purchaser Conversion Price as described above, the November 2016 Purchaser Conversion feature does not meet the definition of “indexed to” our stock, and the scope exception to ASC 815’s 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 November 2016 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 condensed consolidated Balance Sheet at its fair value of $32,016 at the date of issuance. 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 condensed consolidated Statements of Operations. At September 30, 2020, the embedded derivative was re-measured at fair value that was determined to be $0. During the three and nine months ended September 30, 2020 and 2019, the Company recorded $0 and $0, and $0 and $0, respectively, on embedded derivative re-valuation, respectively. On January 25, 2018, the November 2017 Notes, November 2016 Notes, and December 2015 Notes were again modified in accordance with ASC 470-50-40 and ASC 815 in which the Company issued a total of 15,971 restricted common shares, valued at $263,522 (based on the Company’s stock price on the measurement date) in consideration of the maturity date of the outstanding November 2017, November 2016, and December 2015 convertible notes being extended to December 31, 2018. The Company re-measured the embedded derivative at fair value just prior to and subsequent to the modification and recorded an extinguishment of debt of $12,000 in the three and nine months ended September 30, 2018. In addition, the value of the restricted common shares of $263,522 was recorded as an extinguishment of debt in the three and nine months ended March 31, 2018. November 2016 Purchaser Warrants The November 2016 Purchaser Warrants allow the November 2016 Purchaser to purchase up to a number of shares of common stock equal to 100% of such purchaser’s Note principal amount divided by $12.00, as amended on May 30, 2017, with a per share exercise price equal to $22.50, as amended on November 16, 2017, subject to adjustment. The term of the Purchaser Warrants is at any time on or after the six (6) month anniversary of the November 2016 Original Issue Date and on or prior to the five (5) year anniversary of the November 2016 Initial Trading Date of our common stock on a Trading Market. The exercise price of the November 2016 Purchaser Warrants is $22.50, as amended on November 16, 2017, per share of our common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the November 2016 Purchaser Warrants. The November 2016 Purchaser Warrants are exercisable by the November 2016 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise. The Company evaluated the November 2016 Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the November 2016 Exercise Price and November 2016 Conversion Price in the event of subsequent November 2016 Dilutive Issuances, the November 2016 Purchaser Warrants are not indexed to our common stock, and the Company has determined that the November 2016 Purchaser Warrants meet the definition of a derivative under ASC 815. Accordingly, the November 2016 Purchaser Warrants were recorded as derivative liabilities in the condensed consolidated Balance Sheet at their fair value of $108,597 at the date of issuance. 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 condensed consolidated Statements of Operations. On November 16, 2017, the November 2016 Warrants were modified in accordance with ASC 470-50-40 and ASC 815 which eliminated the antidilution provision of the exercise price, fixed the exercise price at $0.15 per share, and fixed the number of shares the warrants can be exercised into; thereby eliminating the requirement for derivative accounting and liability classification. As a result, the warrant re-valuation was reclassified to additional paid-in-capital resulting in a warrant liability of $0 as of November 16, 2017. On June 26, 2020, the noteholder agreed to cancel all of its warrants resulting in no financial impact to the Company. November 2016 Purchaser Common Stock The November 2016 Purchasers were issued a total of 5,556 shares of the Company’s common stock, valued at $100,002 (based on the stock price on the date of issuance). As of December 31, 2016, the total proceeds of $244,945 previously received by the Company for the November 2016 Note, November 2016 Purchaser Common Stock, and November 2016 Purchaser Warrants, was allocated first to the November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities at their initial fair values determined at the issuance date. Since the difference between the full fair value of November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities of $240,615 was less than the proceeds of $244,945, no additional amounts were recorded. Debt Discount The Company issued the November 2016 Notes with warrants and conversion features that require liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: $100,002 to the common shares issued; $108,567 to the warrants granted; $42,557 to the original issue discount; and $32,016 to the embedded derivative, resulting in a debt discount to such notes of $283,172. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying condensed consolidated Statements of Operations. The Company recorded debt discount accretion of $0 and $0, and $0 and $0, to interest expense in the condensed consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019, respectively, and has an unamortized debt discount of $0 as of September 30, 2020. December 2015 As of December 31, 2016, the C |
SHORT TERM NOTES PAYBALE
SHORT TERM NOTES PAYBALE | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
SHORT TERM NOTES PAYBALE | NOTE 9 – SHORT TERM NOTES PAYBALE In September 2020, the Company entered into Promissory Notes (“Promissory Notes”) totaling $60,000 from certain institutional investors Osher ($40,000) and Brio ($20,000) On June 30, 2017, the Company entered into a Loan Agreement, a Secured Promissory Note (“Note”) and a personal guarantee with respect to the funding by certain institutional investors Alpha Capital Anstalt and Brio Capital Master Fund Ltd. of up to $1,125,000 in debt. The Company, until December 31, 2018, has the ability to request quarterly advances of up to the lesser of (i) $250,000 or (ii) one sixth (1/6) of the revenue reported in the Form 10-Q or 10-K for the previous calendar quarter or previous fiscal year, whichever is most recent, provided that such revenue generated a profit of at least 10 percent (10%). The investors may advance the funds in their absolute discretion. In June 2017, the Company was advanced $125,005. The Note shall become due and payable 18 months from each advance date. The Company must make payments to the investors in an amount of $350, including interest at 10% per annum, every business day from the date of the first advance, which shall be increased proportionately upon each advance. The Note is secured with the assets of the Company pursuant to a security agreement dated December 23, 2015. In addition, the Company’s CEO has personally guaranteed the Note. As additional consideration for the loan, the investors received 10,000 shares of restricted common stock, in aggregate, valued at $105,000 (based on our stock price on the date of grant) along with $2,500 in cash for reimbursement of expenses incurred and recorded as debt issuance costs with a balance at June 30, 2017 of $107,500. On June 29, 2020, Alpha Capital Anstalt assigned all of its debt and common shares to Osher Capital Partners LLC. In January 2018, the Company was advanced an additional $60,010 under the Note with no additional shares issued. In March 2018, the Company was advanced an additional $60,010 under the Note with 4,000 additional shares to be issued. As of March 31, 2018, the Company had not issued the shares and has recorded a common stock payable and a debt discount of $55,500 (based on our stock price on the date of grant). The shares were issued in April 2018 and the shares were reclassed from common stock payable to equity. The debt discount is accreted to interest expense over the term of the note. The Agreement and Note are being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. is still accounting for the interest in accordance with GAAP. |
STOCK TRANSACTIONS
STOCK TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCK TRANSACTIONS | NOTE 10 – STOCK TRANSACTIONS Preferred Stock On March 17, 2017, the Company held an annual meeting of its shareholders. At the annual meeting, the majority shareholders of the Company approved an amendment to the articles of incorporation, authorizing one share of Series A Preferred stock, which would be issued to Joseph Segelman. The share of Series A Preferred stock shall vote together as a single class with the holders of the Company’s common stock, and the holders of any other class or series of shares entitled to vote with the common stock, with the holder of the Series A Preferred stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred stock then outstanding, and the holders of the common stock and any other shares entitled to vote shall be entitled to their proportional share of the remaining forty-nine percent (49%) of the total votes based on their respective voting power. The share of Series A Preferred stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary. The share of Series A Preferred stock shall not be eligible to receive dividends. The class of Series A Preferred stock shall be automatically cancelled ten (10) years after the initial issue date of such Series A Preferred stock. On May 19, 2017, the Company received the file stamped certificate of amendment from the state of Delaware, which lists an effective date of March 20, 2017. On May 23, 2017, the Company issued the share of Series A Preferred stock to Joseph Segelman, valued at $270,000 Common Stock On August 10, 2020, a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 150:1, became effective. The reverse stock split was announced by FINRA on August 7, 2020. At the effective time of the reverse stock split, every 150 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of common stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying financial statements have been adjusted to reflect the reverse stock split for all prior periods presented. On March 31, 2020, the Company issued a total of 16,667 restricted common shares to a third-party in conjunction with a joint venture, valued at $13,750 (based on the Company’s stock price on the measurement date) (see Note 14). On February 25, 2020, the Company issued a total of 33,333 restricted common shares to a third-party for outside consulting services with 11,111 shares vesting each month for three months. The Company recorded $16,334 and $13,166 in the three and nine months ended September 30, 2020 (based on the Company’s stock price on the measurement date). The Company valued the shares at each vesting period and recognized expense for the portion of the shares earned. In January and March 2020, holders of the Company’s December 2015 Notes elected to convert principal of $10,000 and $7,500 of accrued interest due on the December 2015 Notes into a total of 46,667 common shares. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 11 – STOCK BASED COMPENSATION 2015 Equity Incentive Plan As of March 31, 2019, the board of directors and shareholders of the Company previously authorized the adoption and implementation of the Company’s 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 shareholders. Under the 2015 Plan, an aggregate of 133,333 shares of the Company’s 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 Company’s board of directors but shall not exceed a ten-year period. In April 2018, the Company issued a total of 653 restricted common shares to its employees, valued at $7,742 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan. As of March 31, 2018, the Company issued a total of 667 restricted common shares to members of its advisory committee (“Advisors”), valued at $15,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to the Company’s 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. The Company will revalue the shares at each vesting period and recognize expense for the portion of the shares earned. The Company recognized compensation expense of $0 and $0, and $0 and $3,750 under general and administrative expenses in the accompanying condensed consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019, respectively, with $0 remaining to be amortized. As of September 30, 2019, the Advisors had vested in 667 shares with 0 shares to vest over the remaining vesting period. As of March 31, 2018, the Company previously granted to its CEO, options to purchase 66,667 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 Black-Scholes option-pricing model used the following weighted average assumptions as of December 31, 2016: (i) no dividend yield for each year, (ii) volatility of 35.6 percent, (iii) risk-free interest rate of 1.87 percent, (iv) stock price of $0.25, (v) exercise price of $0.005, and (vi) expected life of 6.0 years. 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 Company’s 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 $0 and $0, and $0 and $0 for the three and nine months ended September 30, 2020 and 2019, respectively, within stock based compensation – related party in the accompanying condensed consolidated Statements of Operations with no amounts remaining to be recognized. The following represents a summary of the Options outstanding at September 30, 2020 Weighted Average Aggregate Options Exercise Price Intrinsic Value * Outstanding at January 1, 2019 66,667 $ 0.005 $ 120,000 Granted — — — Exercised — — — Expired/Forfeited — — — Outstanding at December 31, 2019 66,667 $ 0.005 $ 40,000 Granted — — — Exercised — — — Expired/Forfeited — — — Outstanding at September 30, 2020 66,667 $ 0.005 $ 113,333 Exercisable at September 30, 2020 66,667 $ — $ — Expected to be vested — $ — $ — * Based on the Company’s stock price on September 30, 2020, December 31, 2019, and January 1, 2019, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – Related Party Transactions Other than as set forth below, and as disclosed in Notes 7, 8, 9, 10, 11 and 14, 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. Sublease Beginning June 1, 2017, the Company leases its customer service and distribution facility on a month-to-month basis for $4,000 per month from a third party. 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 the employment agreement effective May 1, 2015. The initial term of employment agreement expired 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 Company’s 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 CEO’s 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 Company’s expense, in the Company’s 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 $45,000 and $90,000 for the three and nine months ended September 30, 2020 and 2019, respectively. At December 31, 2019, the CEO forgave all deferred compensation totaling $1,499,750 and based on ASC 470-50-40, Extinguishments of Debt 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. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of employment agreement expired 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 Secretary’s 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 Company’s expense, in the Company’s health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $20,000 and $20,000, and $20,000 and $40,000 for the three and nine months ended September 30, 2020 and 2019, respectively. At December 31, 2019, the Secretary forgave all deferred compensation totaling $487,000 and based on ASC 470-50-40, Extinguishments of Debt |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Loss per share total | |
EARNINGS PER SHARE | NOTE 13 – 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 Nine Months Ended September 30, For the Three Months Ended September 30, 2020 2019 2020 2019 Loss from continuing operations $ (419,415 ) $ (439,747 ) $ (150,546 ) $ (138,575 ) Gain of disposal of discontinued operations — 238,315 — — Net income (loss) attributable to the common stockholders $ (419,415 ) $ (201,432 ) $ (150,546 ) $ (138,575 ) Basic weighted average outstanding shares of common stock 614,040 541,816 638,789 541,816 Dilutive effect of options and warrants — — — — Diluted weighted average common stock and common stock equivalents 614,040 541,816 638,789 541,816 Loss per share: Net loss per share total, basic and diluted $ (0.68 ) $ (0.37 ) $ (0.24 ) $ (0.26 ) * Reflects the 150-for-1 reverse stock split that became effective on August 10, 2020. Refer to Note 3 – Summary of Significant Accounting Policies for further information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company has month-to month leases for its headquarters and its sales and marketing office. The total rent is approximately $1,955 per month. Rent expense was approximately $0 and $15,920, and $10,500 and $33,064 for the three and nine months ended September 30, 2020 and 2019, respectively. Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results. Guarantees T he Co ny’s Co v e b e ote s P yab e are co at a ze y s b s ta t a y of e Com a y ’ s a s se s a are pe so l y g ua nte e d y e Co pan y ’ s CE O an A s r a an Sapphire Corpora i o , a s ha ho der o the Company w h is wholly o w ned by t e Comp a n y’s CEO. Joint Venture On March 12, 2020, the Company entered into a Farm-in and JV Agreement (the “Agreement”) with Gabriel Kushnir Holdings Pty Ltd (“Kushnir”), whereby the Company intends to acquire a seventy-five percent interest in the Werribee Downs Project associated with a tenement EL006892 application in Australia (the “Tenement”) for the purpose of mining minerals. The Company must incur minimum annual expenditures associated with the Tenement each year until the Company and Kushnir mutually decide to mine the Tenement, at which time, the Company and Kushnir will enter into a joint venture agreement in order to pursue potential development of all minerals in the Tenement. If the Company fails to provide the necessary annual minimum expenditures on the Tenement pursuant to the Mineral Resource Act 1990, the Company will forfeit its ability to receive the seventy-five percent interest in the Tenement. On March 31, 2020, the Company issued 16,667 shares of its common stock to Kushnir as consideration for the Agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS On August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a Delaware corporation (“Sigyn”), whereby the Registrant will acquire 100% of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY. Upon the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Registrant, and following the consummation of the Acquisition and giving effect to the issuance of the Registrant’s shares of common stock as part of the Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Registrant and Sigyn, the stockholders of Sigyn beneficially own approximately Seventy-five percent (75%) of the issued and outstanding Common Stock of the Registrant on a fully diluted basis. In addition, in connection with the Acquisition, the two principals of Sigyn have been appointed to serve as members of the Registrant’s board of directors. The parties have taken the actions necessary to provide that the Acquisition is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. The Agreement contains customary representations, warranties and covenants of the Registrant and Sigyn for like transactions. The Acquisition will close upon the completion of various closing conditions as further described in the Agreement (the “Closing Date”). The shares of the Registrant’s common stock to be issued in connection with the Acquisition will not be registered under the Securities Act, and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Certificates representing these shares will contain a legend stating the restrictions applicable to such shares. In connection with the Acquisition, the two principals of Sigyn have been appointed to serve as members of the Company’s board of directors. The parties have taken the actions necessary to provide that the Acquisition is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. As a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares. There were no other events subsequent to September 30, 2020, and up to the date of this filing that would require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
ASC 810 Consolidation | ASC 810 Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Reign Brands, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. |
Reverse Stock Split | Reverse Stock Split On August 10, 2020, a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 150:1, became effective. The reverse stock split was announced by FINRA on August 7, 2020. At the effective time of the reverse stock split, every 150 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of common stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying financial statements have been adjusted to reflect the reverse stock split for all prior periods presented. |
Use of Estimates | Use of Estimates The preparation of these consolidated 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 consolidated 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 consolidated financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, derivative liabilities, warrant liabilities, common stock and option valuation, valuation of acquired intangible assets. and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. |
Income Taxes | Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with Accounting Standards Codification (“ASC”) 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were recorded of approximately $0 and $1,000, and $1,000 and $11,000 for the three and nine months ended September 30, 2020 and 2019, respectively. |
Comprehensive Income | Comprehensive Income Comprehensive income is reported 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 shareholders’ equity during a period, other than those resulting from investments by and distributions to shareholders (i.e., issuance of equity securities and dividends). Generally, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. There are no items other than net loss affecting comprehensive loss for the three and nine months ended September 30, 2020 and 2019. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 (“ASC 606”), Revenue from Contracts with Customers, Revenue Recognition The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. A description of our principal revenue generating activities are as follows: Retail sales Wholesale sales Revenue is recognized from retail and wholesale sales when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. Credit is granted for wholesale sales generally for terms of 7 to 90 days, based on credit evaluations. No allowance has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectable based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company records all revenue transactions at the gross sale price. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards. |
Deferred revenue | Deferred revenue Deferred revenue consists of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Deferred revenue totaling $0 and $0 as of September 30, 2020 and December 31, 2019, respectively. |
Inventories | Inventories Reign Sapphire Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of September 30, 2020 and December 31, 2019, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of September 30, 2020. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner 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 internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of September 30, 2020. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of tradenames, proprietary designs, developed technology – website, and developed technology – Ipad application. Our intangible assets are being amortized on a straight-line basis over a period of three to ten years. |
Impairment of Long-lived Assets and Goodwill | Impairment of Long-lived Assets and Goodwill We evaluate goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. There was no impairment charge for the three and nine months ended September 30, 2020 and 2019. We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There was no impairment charge for the three and nine months ended September 30, 2020 and 2019. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 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 September 30, 2020 and December 31, 2019, the fair value of cash, accounts receivable, accounts payable, accrued expenses, notes payable, and convertible debt 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. There were 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 estimated fair value of stock issued for services and the embedded derivative liabilities are recognized at fair value on a recurring basis at September 30, 2020 and are Level 3 measurements (see Note 8). There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Monte Carlo valuation method. The following table summarize the Company’s fair value measurements by level at September 30, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Estimated fair value of stock issued for services $ 43,250 $ — $ — The following table summarize the Company’s fair value measurements by level at September 30, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ — $ — $ — The carrying values of the Company’s financial instruments, including cash, other current assets, accounts payable, accruals, and other current liabilities approximate their fair values due to the short period of time to maturity or repayment. |
Convertible Notes Payable | Convertible Notes Payable The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Employee Stock Based Compensation | Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees , |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. |
Non-Cash Equity Transactions | Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. |
Earnings per Share | Earnings per Share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. 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. The total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2020 and 2019, was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect. |
Related Parties | Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by Joseph Segelman, t e Comp a n y’s previous Chief Executive Officer (“ CEO”), is inactive and we have no transactions with ASC. |
Segment Reporting | Segment Reporting ASC 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment. |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to 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. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Among other risks, the Company’s 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. 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 banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had one customer that accounted for all revenues for the three and months ended September 30, 2020 and 2019. The Company had no customers that accounted for 10% or more of total accounts receivable at September 30, 2020 and December 31, 2019. Seasonality The business is subject to substantial seasonal fluctuations. Historically, a significant portion of net sales and net earnings have been realized during the period from October through December. Major Suppliers The Company does not manufacture its own products and currently depends primarily upon third parties to manufacture its products. In the event that the manufacturing provided by our current supplier were discontinued, it is believed that alternate suppliers could be identified which would be able to provide it with sufficient levels of products at terms similar to those of our current supplier. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurements In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s quarterly filing for the period ended September 30, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows. Retirement Plans In August 2018, the FASB amended “Retirement Plans” to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. The guidance is effective for the Company with the Company’s annual filing for the year ended December 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows. Intangibles – Goodwill and other – Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Improvements to Nonemployee Share-based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 aligns the accounting for share-based payment awards to employees and non-employees. Under ASU 2018-07 the existing employee guidance will apply to nonemployee share-based transactions, except for specific guidance related to the attribution of compensation cost. ASU 2018-07 should be applied to all new awards granted after the date of adoption. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019; such adoption had no material impact on the Company’s consolidated financial statements. Income Statement – Reporting Comprehensive Income In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) (ASU 2018-02), which amends existing standards for income statement-reporting comprehensive income to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act and improve the usefulness of information reported to financial statements users. ASU 2018-02 will be effective for beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-02 effective January 1, 2019; such adoption had no material impact on the Company’s consolidated financial statements. Goodwill In January 2017, the FASB amended “Goodwill” to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill of the reporting unit. The new guidance is effective for the Company on January 1, 2020 and is not expected to have an impact on our consolidated results of operations, consolidated financial position, and cash flows. Financial Instruments Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, the standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-15 effective January 1, 2018; such adoption had no material impact on the Company’s consolidated financial statements. Leases (ASU 2019-01) In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which removed the requirement for an entity to disclose in the interim periods after adoption, the effect of the change on income from continuing operations, net income, any other affected financial statement line item, and any affected per share amount. For lessors, the new leasing standard requires leases to be classified as a sales-type, direct financing or operating leases. These criteria focus on the transfer of control of the underlying lease asset. This standard and related update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less than 12 months. Leases (ASU 2016-02) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases.” These amendments also require qualitative disclosures along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company can elect to record a cumulative-effect adjustment as of the beginning of the year of adoption or apply a modified retrospective transition approach. The Company expects that substantially all of its operating lease commitments will be subject to the new guidance and will be recognized as operating lease liabilities and right-of-use assets upon adoption. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less than 12 months. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value, assets measured on recurring basis | The following table summarize the Company’s fair value measurements by level at September 30, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Estimated fair value of stock issued for services $ 43,250 $ — $ — The following table summarize the Company’s fair value measurements by level at September 30, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ — $ — $ — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following as of: September 30, 2020 December 31, 2019 Loose stones $ 388,925 $ 390,988 Finished goods 134,145 134,145 Samples 62,977 62,977 Total $ 586,047 $ 588,110 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of: Estimated Life September 30, 2020 December 31, 2019 Office equipment 5 years $ 5,481 $ 5,481 Computer equipment 3 years 40,171 40,171 Accumulated depreciation (43,579 ) (42,542 ) Total $ 2,073 $ 3,110 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consisted of the following as of: Estimated Life September 30, 2020 December 31, 2019 Trademarks 3.3 – 4.5 years $ 260,000 $ 260,000 Accumulated amortization (237,939 ) (209,575 ) Total $ 22,061 $ 50,425 |
Schedule of future amortization expense related to intangible assets | Future amortization expense related to intangible assets are approximately as follows: Intangible Assets 2020 $ 9,455 2021 12,606 $ 22,061 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consists of the following: September 30, December 31, September 2019 Notes, issued September 29, 2019, with a maturity date of September 29, 2020, with an interest rate of 15%. $ 75,020 $ 70,020 January and February 2018 Notes, issued January 3, 2018 and February 16, 2018, respectively, with a maturity date of March 31, 2020, as amended, with an interest rate of 10%. 294,000 294,000 November 2017 Notes, issued November 10, 2017, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by the Company’s CEO. 287,502 287,502 November 2016 Notes, issued November 10, 2016, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and ASC. 287,502 287,502 December 2015 Notes, issued December 23, 2015, with a maturity date of March 31, 2020, as amended, bearing 15% interest, and secured by substantially all of the Company’s assets and guarantees of payment by the Company’s CEO, and ASC. 852,500 862,500 Total convertible notes payable 1,796,524 1,801,524 Debt discount — — Convertible notes payable, net of unamortized debt discount $ 1,796,524 $ 1,801,524 |
Schedule of convertible debt | The following represents a summary of the convertible debt terms at September 30, 2020: Amount of Debt Discount Maturity Conversion September 2019 Notes $ 75,020 $ — 9/29/2020 $ 0.0025 January and February 2018 Notes 294,000 — 3/31/2020 $ 0.0025 November 2017 Notes 287,502 — 3/31/2020 $ 0.0025 November 2016 Notes 287,502 — 3/31/2020 $ 0.0025 December 2015 Notes 852,500 — 3/31/2020 $ 0.0025 Total $ 1,796,524 $ — |
Schedule of fair value and relative fair value | The debt discount is accreted to interest expense over the term of the note. January 3, 2018 February 16, 2018 Fair value Relative fair value Fair value Relative fair value Warrant $ 95,324 $ 19,784 $ 65,292 $ 16,955 Common sock $ 70,833 $ 14,701 $ 54,167 $ 14,066 Redeemable shares $ 255,000 $ 52,923 $ 195,000 $ 50,637 Remaining note value $ 110,300 $ 22,892 $ 110,300 $ 28,642 Total $ 531,457 $ 110,300 $ 424,759 $ 110,300 Additional discount (interest) $ — $ 13,808 $ — $ 8,058 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of options outstanding and changes during the period | The following represents a summary of the Options outstanding at September 30, 2020 Weighted Average Aggregate Options Exercise Price Intrinsic Value * Outstanding at January 1, 2019 66,667 $ 0.005 $ 120,000 Granted — — — Exercised — — — Expired/Forfeited — — — Outstanding at December 31, 2019 66,667 $ 0.005 $ 40,000 Granted — — — Exercised — — — Expired/Forfeited — — — Outstanding at September 30, 2020 66,667 $ 0.005 $ 113,333 Exercisable at September 30, 2020 66,667 $ — $ — Expected to be vested — $ — $ — * Based on the Company’s stock price on September 30, 2020, December 31, 2019, and January 1, 2019, respectively. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Loss per share total | |
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 Nine Months Ended September 30, For the Three Months Ended September 30, 2020 2019 2020 2019 Loss from continuing operations $ (419,415 ) $ (439,747 ) $ (150,546 ) $ (138,575 ) Gain of disposal of discontinued operations — 238,315 — — Net income (loss) attributable to the common stockholders $ (419,415 ) $ (201,432 ) $ (150,546 ) $ (138,575 ) Basic weighted average outstanding shares of common stock 614,040 541,816 638,789 541,816 Dilutive effect of options and warrants — — — — Diluted weighted average common stock and common stock equivalents 614,040 541,816 638,789 541,816 Loss per share: Net loss per share total, basic and diluted $ (0.68 ) $ (0.37 ) $ (0.24 ) $ (0.26 ) * Reflects the 150-for-1 reverse stock split that became effective on August 10, 2020. Refer to Note 3 – Summary of Significant Accounting Policies for further information. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Aug. 10, 2020 | Mar. 17, 2017 | Aug. 25, 2020 | Sep. 30, 2020 | May 12, 2020 | Feb. 18, 2020 | Dec. 31, 2019 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, issued | 150 | 638,818 | 541,816 | 27,845,000 | ||||
Common stock, outstanding | 150 | 638,818 | 541,816 | 16,000,250 | ||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, issued | 1 | 1 | ||||||
Description of shares amendment | On March 17, 2017, the shareholders of the Company approved an amendment to the Company’s Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. | |||||||
Reverse stock split | ratio of 150:1 | |||||||
Issuance date | Aug. 7, 2020 | |||||||
Convertible notes payable | $ 1,796,524 | $ 1,801,524 | ||||||
Minimum [Member] | ||||||||
Common stock, authorized | 150,000,000 | |||||||
Maximum [Member] | ||||||||
Common stock, authorized | 1,000,000,000 | |||||||
Board Of Directors [Member] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Board Of Directors [Member] | Minimum [Member] | ||||||||
Common stock, authorized | 150,000,000 | |||||||
Board Of Directors [Member] | Maximum [Member] | ||||||||
Common stock, authorized | 1,000,000,000 | |||||||
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | ||||||||
Percentage of acquisition ownership interest | 100.00% | |||||||
Percentage of common stock outstanding | 75.00% | |||||||
Acquisition date | Oct. 19, 2020 | |||||||
Convertible notes payable | 1,500,000 | |||||||
Maximum borrwing limit | $ 500,000 | |||||||
Debt tem | 1 year | |||||||
Percentage of original issuer discount | 10.00% | |||||||
Debt conversion price | $ 20 | |||||||
Acquistion valuation cost | $ 12,500,000 | |||||||
Description of warrant issued | The noteholders shall receive a five-year warrant to purchase a common share based on a price equal to $30 (based on an approximate Sigyn valuation of $17,500,000. | |||||||
Asset Purchase Agreement [Member] | ||||||||
Cash | $ 100,000 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Accumulated deficit | $ (16,495,374) | $ (16,495,374) | $ (16,075,959) | ||
Working capital deficit | 2,843,000 | $ 2,514,000 | |||
Net loss | (150,546) | $ (138,575) | (419,415) | $ (201,432) | |
Net cash used in operating activities | (65,500) | $ (113,674) | |||
Restricted cash | $ 25,000 | $ 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative liability | ||
Relative Fair Value [Member] | ||
Estimated fair value of stock issued for services | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Estimated fair value of stock issued for services | ||
Derivative liability | ||
Fair Value, Inputs, Level 1 [Member] | ||
Estimated fair value of stock issued for services | $ 43,250 | |
Derivative liability |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Aug. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
FDIC amount | $ 250,000 | $ 250,000 | ||||
Deferred revenue | 0 | 0 | $ 0 | |||
Revenues | 3,834 | $ 32,100 | 4,590 | $ 137,983 | ||
Impairments | ||||||
Advertising and marketing expenses | 1,067 | $ 968 | 11,075 | |||
Estimated useful life | P5Y | |||||
Reverse stock split | ratio of 150:1 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Wholesale Sales [Member] | ||||||
Revenues | $ 3,834 | 32,100 | $ 4,590 | 137,983 | ||
Retail sales [Member] | ||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | ||
Minimum [Member] | ||||||
Estimated useful life of intangible assets | 3 years | |||||
Maximum [Member] | ||||||
Estimated useful life of intangible assets | 10 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Loose stones | $ 388,925 | $ 390,988 |
Finished goods | 134,145 | 134,145 |
Samples | 62,977 | 62,977 |
Total | $ 586,047 | $ 588,110 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accumulated depreciation | $ (43,579) | $ (42,542) |
Total | 2,073 | 3,110 |
Office Equipment [Member] | ||
Total | $ 5,481 | 5,481 |
Estimated useful life | 5 years | |
Computer Equipment [Member] | ||
Total | $ 40,171 | $ 40,171 |
Estimated useful life | 3 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Depreciation expense | $ 1,037 | $ 9,360 | ||
General and Administrative Expense [Member] | ||||
Depreciation expense | $ 346 | $ 1,037 | $ 3,059 | $ 9,360 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Trademarks [Member] | ||
Intangible assets gross | $ 260,000 | $ 260,000 |
Accumulated amortization | (237,939) | (209,575) |
Total | $ 22,061 | $ 50,425 |
Minimum [Member] | ||
Estimated life | 3 years | |
Minimum [Member] | Trademarks [Member] | ||
Estimated life | 3 years 3 months 18 days | |
Maximum [Member] | ||
Estimated life | 10 years | |
Maximum [Member] | Trademarks [Member] | ||
Estimated life | 4 years 6 months |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Sep. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 9,455 |
2021 | 12,606 |
Intangible Assets, Net | $ 22,061 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and Administrative Expense [Member] | ||||
Amortization expense | $ 9,455 | $ 28,364 | $ 16,297 | $ 48,890 |
DUE TO RELATED PARTY (Details N
DUE TO RELATED PARTY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Unpaid business expenses | $ 1,227,264 | $ 1,165,171 |
Accrued compensation - related party | 45,000 | $ 0 |
Mr. Joseph Segelman [Member] | ||
Advances received | 0 | |
Unpaid business expenses | 132,540 | |
Repayments of related party | 135,446 | |
Mr. Joseph Segelman [Member] | Employment Agreements [Member] | ||
Forgiveness of deferred compensation | 1,499,750 | |
Secretary [Member] | Employment Agreements [Member] | ||
Forgiveness of deferred compensation | $ 1,499,750 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible notes payable | $ 1,796,524 | $ 1,801,524 |
Debt Discount | ||
Convertible notes payable, net of unamortized debt discount | 1,796,524 | 1,801,524 |
September 2019 Notes [Member] | ||
Convertible notes payable | 75,020 | 70,020 |
January and February 2018 Notes [Member] | ||
Convertible notes payable | 294,000 | 294,000 |
November 2017 Notes [Member] | ||
Convertible notes payable | 287,502 | 287,502 |
November 2016 Notes [Member] | ||
Convertible notes payable | 287,502 | 287,502 |
December 2015 Notes [Member] | ||
Convertible notes payable | $ 852,500 | $ 862,500 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Amount of notes | $ 1,796,524 | $ 1,801,524 |
Debt Discount | ||
September 2019 Notes [Member] | ||
Amount of notes | 75,020 | 70,020 |
Debt Discount | ||
Maturity Date | Sep. 29, 2020 | |
Conversion Price | $ 0.0025 | |
January and February 2018 Notes [Member] | ||
Amount of notes | $ 294,000 | 294,000 |
Debt Discount | ||
Maturity Date | Mar. 31, 2020 | |
Conversion Price | $ 0.0025 | |
November 2017 Notes [Member] | ||
Amount of notes | $ 287,502 | 287,502 |
Debt Discount | ||
Maturity Date | Mar. 31, 2020 | |
Conversion Price | $ 0.0025 | |
November 2016 Notes [Member] | ||
Amount of notes | $ 287,502 | 287,502 |
Debt Discount | ||
Maturity Date | Mar. 31, 2020 | |
Conversion Price | $ 0.0025 | |
December 2015 Notes [Member] | ||
Amount of notes | $ 852,500 | $ 862,500 |
Debt Discount | ||
Maturity Date | Mar. 31, 2020 | |
Conversion Price | $ 0.0025 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($) | Jan. 03, 2018 | Feb. 16, 2018 |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant | $ 95,324 | $ 65,292 |
Common stock | 70,833 | 54,167 |
Redeemable shares | 255,000 | 195,000 |
Remaining note value | 110,300 | 110,300 |
Total | 531,457 | 424,759 |
Additional discount (interest) | ||
Relative Fair Value [Member] | ||
Warrant | 19,784 | 16,955 |
Common stock | 14,701 | 14,066 |
Redeemable shares | 52,923 | 50,637 |
Remaining note value | 22,892 | 28,642 |
Total | 110,300 | 110,300 |
Additional discount (interest) | $ 13,808 | $ 8,058 |
CONVERTIBLE NOTES PAYABLE (De_4
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Aug. 10, 2020 | Sep. 29, 2019 | Jan. 03, 2018 | Nov. 10, 2017 | Feb. 16, 2018 | Jan. 25, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 28, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2019 | Nov. 16, 2017 |
Issuance date | Aug. 7, 2020 | ||||||||||||||||||||
Unamortized debt discount | $ 0 | ||||||||||||||||||||
Interest expense | $ 62,969 | $ 15,850 | $ 188,847 | $ 46,850 | |||||||||||||||||
Derivative liabilities | |||||||||||||||||||||
November 2017 Notes [Member] | |||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||
Conversion rate | $ 0.0025 | $ 0.0025 | |||||||||||||||||||
November 2016 Notes [Member] | |||||||||||||||||||||
Issuance date | Nov. 10, 2016 | ||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||
Conversion rate | $ 0.0025 | $ 0.0025 | |||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
Value of shares issued | $ 16,334 | $ 13,166 | |||||||||||||||||||
Number of shares issued | 1,666,666 | ||||||||||||||||||||
Restricted Stock [Member] | Third-party | |||||||||||||||||||||
Value of shares issued | $ 13,750 | $ 13,750 | |||||||||||||||||||
Number of shares issued | 16,667 | 16,667 | |||||||||||||||||||
January 2018 Purchaser Warrants [Member] | |||||||||||||||||||||
Fair value of the warrants | $ 95,324 | $ 65,292 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Share price (in dollars per share) | $ 0.25 | ||||||||||||||||||||
November 2017 Purchaser Conversion Shares [Member] | |||||||||||||||||||||
Conversion rate | $ 0.375 | ||||||||||||||||||||
Embedded derivative liability | $ 165,000 | ||||||||||||||||||||
Value of shares issued | $ 5,556 | ||||||||||||||||||||
Number of shares issued | 163,171 | ||||||||||||||||||||
Derivative liabilities | 0 | $ 0 | $ 0 | ||||||||||||||||||
Gain on Re-valuation of derivative liability | 0 | ||||||||||||||||||||
November 2016 Purchaser Common Stock [Member] | |||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Embedded derivative liability | $ 240,615 | ||||||||||||||||||||
Value of shares issued | $ 5,556 | $ 244,945 | |||||||||||||||||||
Number of shares issued | 100,002 | ||||||||||||||||||||
December 2015 Purchaser Conversion Shares [Member] | |||||||||||||||||||||
Common stock convertible shares | 10,781,250 | ||||||||||||||||||||
Conversion rate | $ 0.08 | ||||||||||||||||||||
Embedded derivative liability | 88,983 | 88,983 | |||||||||||||||||||
Derivative liabilities | 0 | 0 | |||||||||||||||||||
Gain on Re-valuation of derivative liability | 0 | $ 0 | |||||||||||||||||||
Derivative fair value | 88,983 | $ 88,983 | |||||||||||||||||||
November 2016 Purchaser Conversion Shares [Member] | |||||||||||||||||||||
Conversion rate | $ 12 | ||||||||||||||||||||
Embedded derivative liability | $ 32,016 | ||||||||||||||||||||
Number of common shares issued | 3,593,775 | 23,959 | |||||||||||||||||||
Derivative liabilities | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Gain on Re-valuation of derivative liability | $ 0 | $ 0 | |||||||||||||||||||
January and February 2018 Purchaser Conversion Shares [Member] | |||||||||||||||||||||
Common stock convertible shares | 24,500 | ||||||||||||||||||||
Total interest | $ 29,400 | ||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Conversion rate | $ 0.375 | $ 0.375 | |||||||||||||||||||
November 2017 Purchaser Warrants [Member] | |||||||||||||||||||||
Trading days | 5 years | ||||||||||||||||||||
Issuance term | 6 months | ||||||||||||||||||||
Fair value of the warrants | $ 290,612 | ||||||||||||||||||||
Change in warrant liability | $ 0 | ||||||||||||||||||||
December 2015 Purchaser Warrants [Member] | |||||||||||||||||||||
Conversion rate | $ 0.08 | ||||||||||||||||||||
Trading days | 5 years | ||||||||||||||||||||
Issuance term | 6 months | ||||||||||||||||||||
Share price (in dollars per share) | $ 22.50 | ||||||||||||||||||||
Derivative fair value | $ 439,107 | ||||||||||||||||||||
Change in warrant liability | 0 | ||||||||||||||||||||
November 2016 Purchaser Warrants [Member] | |||||||||||||||||||||
Conversion rate | $ 18 | ||||||||||||||||||||
Embedded derivative liability | $ 108,597 | ||||||||||||||||||||
Trading days | 5 years | ||||||||||||||||||||
Issuance term | 6 months | ||||||||||||||||||||
Gain on Re-valuation of derivative liability | $ 0 | ||||||||||||||||||||
Change in warrant liability | $ 0 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Issuance date | Nov. 10, 2017 | Nov. 10, 2016 | |||||||||||||||||||
Description of terms of conversion feature | (ii) a November 2017 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2017 Note; and (iii) November 2017 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2017 Note principal amount divided by $12.00 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.375, as amended on December 31, 2019, subject to adjustment. | (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $18.00 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on December 31, 2019 to $0.375, with a per share exercise price equal to $45.00, subject to adjustment. | |||||||||||||||||||
Issuance of convertible debt | $ 250,002 | $ 244,945 | |||||||||||||||||||
Unamortized debt discount | $ 37,500 | $ 42,557 | $ 138,000 | ||||||||||||||||||
Maturity date | Mar. 31, 2020 | Mar. 31, 2020 | |||||||||||||||||||
Interest rate | 15.00% | 15.00% | 15.00% | ||||||||||||||||||
Conversion rate | $ 12 | $ 18 | $ 0.08 | ||||||||||||||||||
Percentage of beneficially own in excess of common shares outstanding | 9.99% | 9.99% | 9.99% | ||||||||||||||||||
Percentage of right to participate subsequent financing | 100.00% | 100.00% | 100.00% | ||||||||||||||||||
Description of redemption of debt intrument | The November 2017 Notes provide that commencing six (6) months after the November 2017 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the November 2017 Notes (an “November 2017 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 November 2017 Note through the November 2017 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2017 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 November 2016 Notes provide that commencing six (6) months after the November 2016 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the November 2016 Notes (an “November 2016 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 November 2016 Note through the November 2016 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2016 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. | |||||||||||||||||||
Securities Purchase Agreement [Member] | Crossover Capital Fund II, LLC | |||||||||||||||||||||
Value of shares issued | $ 294,000 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrants | Crossover Capital Fund II, LLC | |||||||||||||||||||||
Value of shares issued | $ 250,000 | ||||||||||||||||||||
Number of shares issued | 13,067 | ||||||||||||||||||||
Original issue discount | $ 44,000 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | |||||||||||||||||||||
Conversion rate | $ 0.3 | ||||||||||||||||||||
Percentage of right to participate subsequent financing | 100.00% | ||||||||||||||||||||
Trading days | 5 years | ||||||||||||||||||||
Issuance term | 6 months | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Common stock convertible shares | 2,500,000 | ||||||||||||||||||||
Common stock convertible amount | $ 625,000 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Crossover Capital Fund II, LLC | |||||||||||||||||||||
Number of shares issued | 5,556 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | |||||||||||||||||||||
Common stock convertible shares | 5,556 | 5,556 | 16,667 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | |||||||||||||||||||||
Common stock convertible shares | 23,959 | 23,959 | 71,875 | ||||||||||||||||||
Issuance date | Dec. 23, 2015 | ||||||||||||||||||||
Description of terms of conversion feature | (ii) a December 2015 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s December 2015 Note; and (iii) December 2015 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s December 2015 Note principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on December 31, 2019 to $0.375, with a per share exercise price equal to $0.15, as amended on November 16, 2017, subject to adjustment. | ||||||||||||||||||||
Issuance of convertible debt | $ 724,500 | ||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Description of redemption of debt intrument | The December 2015 Notes provide that commencing six (6) months after the December 2015 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the December 2015 Notes (an “December 2015 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 December 2015 Note through the December 2015 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of December 2015 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. | ||||||||||||||||||||
Share price (in dollars per share) | $ 12 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Redeemable Shares | Crossover Capital Fund II, LLC | |||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||
January and February 2018 Notes [Member] | |||||||||||||||||||||
Issuance date | Jan. 3, 2018 | ||||||||||||||||||||
Description of terms of conversion feature | The exercise price for the Warrants is $22.50, subject to adjustment, are exercisable for five years after the date of the Warrants and are exercisable in whole or in part, as either a cash exercise or as a "cashless" exercise. | ||||||||||||||||||||
Unamortized debt discount | $ 0 | $ 0 | |||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Common stock convertible amount | $ 28,767 | ||||||||||||||||||||
Interest expense | 29,400 | ||||||||||||||||||||
Accretion of debt discount | 242,466 | 0 | |||||||||||||||||||
Warrants granted | 36,739 | ||||||||||||||||||||
Original issue discount | 44,000 | ||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||
January and February 2018 Notes [Member] | Common Stock [Member] | |||||||||||||||||||||
Value of shares issued | $ 250,000 | ||||||||||||||||||||
Number of shares issued | 5,556 | ||||||||||||||||||||
Fair value of redeemable common shares | $ 28,767 | ||||||||||||||||||||
January and February 2018 Notes [Member] | Redeemable Shares | |||||||||||||||||||||
Value of shares issued | $ 450,000 | ||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||
Fair value of redeemable common shares | $ 103,560 | ||||||||||||||||||||
September 2019 Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Principle amount | $ 125,000 | ||||||||||||||||||||
Issuance date | Sep. 29, 2019 | ||||||||||||||||||||
Maturity date | Sep. 29, 2020 | ||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||
Percentage of beneficially own in excess of common shares outstanding | 9.99% | ||||||||||||||||||||
Share price (in dollars per share) | $ 0.375 | ||||||||||||||||||||
Description of prepayment penalty | Each Note also contains a prepayment penalty of 125% of the amount outstanding under the Note. | ||||||||||||||||||||
Loan | $ 75,020 | $ 75,020 | $ 70,020 | ||||||||||||||||||
September 2019 Notes [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt [Member] | |||||||||||||||||||||
Initial investment amount | $ 40,010 | ||||||||||||||||||||
December 2015 Notes [Member] | |||||||||||||||||||||
Issuance date | Dec. 23, 2015 | ||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||
Conversion rate | $ 0.0025 | $ 0.0025 | |||||||||||||||||||
Extinguishments of Debt | $ 35,999 | ||||||||||||||||||||
December 2015 Notes [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Value of shares issued | $ 263,522 | ||||||||||||||||||||
Number of shares issued | 15,971 | ||||||||||||||||||||
Extinguishments of Debt | 263,522 | ||||||||||||||||||||
December 2015 Notes [Member] | Warrant [Member] | |||||||||||||||||||||
Unamortized debt discount | $ 862,500 | ||||||||||||||||||||
Accretion of debt discount | $ 0 | 0 | |||||||||||||||||||
Number of common shares issued | 625,000 | ||||||||||||||||||||
Warrants granted | $ 439,107 | ||||||||||||||||||||
Debt origination expenses | $ 429,000 | ||||||||||||||||||||
November 2017 Notes [Member] | |||||||||||||||||||||
Issuance date | Oct. 10, 2017 | ||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||
Extinguishments of Debt | $ 12,000 | ||||||||||||||||||||
November 2017 Notes [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Value of shares issued | $ 263,522 | ||||||||||||||||||||
Number of shares issued | 15,971 | ||||||||||||||||||||
Extinguishments of Debt | 263,522 | ||||||||||||||||||||
November 2017 Notes [Member] | Warrant [Member] | |||||||||||||||||||||
Principle amount | $ 287,502 | ||||||||||||||||||||
Accretion of debt discount | 0 | ||||||||||||||||||||
Number of common shares issued | 163,171 | ||||||||||||||||||||
Warrants granted | $ 290,612 | ||||||||||||||||||||
Extinguishments of Debt | 224,904 | ||||||||||||||||||||
Debt origination expenses | 369,000 | ||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Extinguishments of Debt | $ 12,000 | ||||||||||||||||||||
Convertible Debt [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Value of shares issued | $ 263,522 | ||||||||||||||||||||
Number of shares issued | 15,971 | ||||||||||||||||||||
Extinguishments of Debt | $ 263,522 | ||||||||||||||||||||
January 2018 Notes [Member] | Warrant [Member] | |||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
Removal of redeemable shares | 3,000,000 | ||||||||||||||||||||
February 2018 Notes [Member] | Warrant [Member] | |||||||||||||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||||||||||||
November 2016 Optional Redemption [Member] | |||||||||||||||||||||
Derivative liabilities | $ 0 | 0 | |||||||||||||||||||
Contingent fair value | 35,015 | 35,015 | |||||||||||||||||||
Gain (Loss) on Optional Redemption valuation | $ 0 | ||||||||||||||||||||
November 2016 Notes [Member] | |||||||||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||||||||
Interest expense | 0 | 0 | |||||||||||||||||||
Extinguishments of Debt | 691,371 | ||||||||||||||||||||
November 2016 Notes [Member] | Warrant [Member] | |||||||||||||||||||||
Unamortized debt discount | $ 283,172 | ||||||||||||||||||||
Number of common shares issued | 100,002 | ||||||||||||||||||||
Warrants granted | $ 108,567 | ||||||||||||||||||||
November 2017Optional Redemption Valuation [Member] | |||||||||||||||||||||
Derivative liabilities | 0 | 0 | |||||||||||||||||||
Contingent fair value | 0 | 0 | |||||||||||||||||||
Derivative fair value | 0 | 0 | |||||||||||||||||||
Gain (Loss) on Optional Redemption valuation | 0 | 0 | $ 0 | ||||||||||||||||||
December 2015 Optional Redemption [Member] | |||||||||||||||||||||
Share price (in dollars per share) | $ 0.12 | ||||||||||||||||||||
Derivative liabilities | $ 0 | 0 | $ 0 | ||||||||||||||||||
Contingent fair value | $ 199,150 | ||||||||||||||||||||
Gain (Loss) on Optional Redemption valuation | $ 0 | $ 0 | |||||||||||||||||||
December 2015 Notes [Member] | Holders | |||||||||||||||||||||
Number of common shares issued | 46,667 | ||||||||||||||||||||
December 2015 Notes [Member] | Holders | Principal | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 10,000 | ||||||||||||||||||||
December 2015 Notes [Member] | Holders | Accrued Interest | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,500 | ||||||||||||||||||||
December 2015 Purchaser Conversion [Member] | |||||||||||||||||||||
Description of terms of conversion feature | December 2015 Purchaser Conversion Price of $12.00, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of June 30, 2020, the December 2015 Note would have been convertible into 10,781,250 shares of our common stock. | ||||||||||||||||||||
Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | |||||||||||||||||||||
Principle amount | $ 287,502 | $ 287,502 | $ 862,500 |
SHORT TERM NOTES PAYBALE (Detai
SHORT TERM NOTES PAYBALE (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2018 |
Debt discount | $ 0 | ||||||
Secured Promissory Note [Member] | |||||||
Principle amount | $ 60,000 | $ 60,000 | |||||
Secured Promissory Note [Member] | Alpha Capital Anstalt [Member] | |||||||
Periodic payment | $ 350 | ||||||
Description of collateral | The Note is secured with the assets of the Company pursuant to a security agreement dated December 23, 2015. In addition, the Company’s CEO has personally guaranteed the Note. | ||||||
Restricted Stock [Member] | |||||||
Number of shares issued | 1,666,666 | ||||||
Aggregate value of shares issued | 16,334 | $ 13,166 | |||||
Restricted Stock [Member] | Secured Promissory Note [Member] | Alpha Capital Anstalt [Member] | |||||||
Number of shares issued | 10,000 | ||||||
Aggregate value of shares issued | $ 105,000 | ||||||
Payments of debt issuance costs | 2,500 | ||||||
Debt issuance costs on note payable, non current | 107,500 | ||||||
Brio Capital Master Fund Ltd. [Member] | Secured Promissory Note [Member] | Alpha Capital Anstalt [Member] | |||||||
Advance | $ 60,010 | 125,005 | $ 60,010 | ||||
Debt discount | $ 55,500 | ||||||
Principle amount | 1,125,000 | 20,000 | 20,000 | ||||
Number of shares issued | 4,000 | ||||||
Brio Capital Master Fund Ltd. [Member] | Minimum [Member] | Secured Promissory Note [Member] | Alpha Capital Anstalt [Member] | |||||||
Advance | $ 250,000 | ||||||
Osher Capital Master Fund Ltd. [Member] | Secured Promissory Note [Member] | Alpha Capital Anstalt [Member] | |||||||
Principle amount | $ 40,000 | $ 40,000 |
STOCK TRANSACTIONS (Details Nar
STOCK TRANSACTIONS (Details Narrative) - USD ($) | Aug. 10, 2020 | Feb. 25, 2020 | Mar. 17, 2017 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 23, 2017 | Dec. 31, 2014 |
Preferred stock cancellation term | 10 years | ||||||||
Preferred stock value | |||||||||
Reverse stock split | ratio of 150:1 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, issued | 150 | 638,818 | 638,818 | 541,816 | 27,845,000 | ||||
Common stock, outstanding | 150 | 638,818 | 638,818 | 541,816 | 16,000,250 | ||||
Issuance date | Aug. 7, 2020 | ||||||||
Third-party | |||||||||
Stock issued during period, shares, restricted stock | 33,333 | ||||||||
Number of shares issued for consulting services | 11,111 | ||||||||
Mr. Joseph Segelman [Member] | |||||||||
Preferred stock value | $ 270,000 | ||||||||
December 2015 Notes [Member] | Holders | |||||||||
Debt conversion, converted instrument, shares issued | 46,667 | ||||||||
December 2015 Notes [Member] | Principal | Holders | |||||||||
Debt conversion, converted instrument, amount | $ 10,000 | ||||||||
December 2015 Notes [Member] | Accrued Interest | Holders | |||||||||
Debt conversion, converted instrument, amount | $ 7,500 | ||||||||
Restricted Stock [Member] | |||||||||
Number of shares issued | 1,666,666 | ||||||||
Value of shares issued | $ 16,334 | $ 13,166 | |||||||
Restricted Stock [Member] | Third-party | |||||||||
Number of shares issued | 16,667 | 16,667 | |||||||
Value of shares issued | $ 13,750 | $ 13,750 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding - beginning of year | 66,667 | 66,667 | |
Granted | |||
Exercised | |||
Expired/Forfeited | |||
Outstanding - ending of period | 66,667 | 66,667 | |
Exercisable - ending of period | 66,667 | ||
Expected to be vested | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding - beginning of year | $ 0.005 | $ 0.005 | |
Granted | |||
Exercised | |||
Expired/Forfeited | |||
Outstanding - ending of period | 0.005 | $ 0.005 | |
Exercisable - ending of period | |||
Expected to be vested | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | |||
Outstanding - beginning of year | [1] | $ 40,000 | $ 120,000 |
Outstanding - ending of period | [1] | $ 113,333 | $ 40,000 |
[1] | Based on the Company's stock price on September 30, 2020, December 31, 2019, and January 1, 2019, respectively. |
STOCK BASED COMPENSATION (Det_2
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | Aug. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Common stock, issued (in shares) | 638,818 | 638,818 | 150 | 541,816 | 27,845,000 | |||||
Stock based compensation | $ 43,250 | |||||||||
Number of shares vested | ||||||||||
2015 Equity Incentive Plan [Member] | ||||||||||
Common stock, issued (in shares) | 133,333 | 133,333 | ||||||||
2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | ||||||||||
Number of shares issued | 66,667 | |||||||||
Value of common stock | $ 2,500,000 | |||||||||
Dividend rate | 0.00% | |||||||||
Volatility rate | 35.60% | |||||||||
Risk-free interest rate | 1.87% | |||||||||
Stock price | $ 0.25 | |||||||||
Exercise price | $ 0.005 | |||||||||
Expected life | 6 years | |||||||||
2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | Second Year Vest [Member] | ||||||||||
Vesting period | 24 months | |||||||||
2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | First Year Vest [Member] | ||||||||||
Vesting period | 12 months | |||||||||
2015 Equity Incentive Plan [Member] | Outside Consultant [Member] | ||||||||||
Number of shares vested | 667 | |||||||||
Number of remaining shares vested | 0 | |||||||||
General and Administrative Expense [Member] | 2015 Equity Incentive Plan [Member] | Advisor [Member] | ||||||||||
Stock based compensation | $ 0 | $ 0 | $ 0 | $ 3,750 | ||||||
Restricted Stock [Member] | ||||||||||
Number of shares issued | 1,666,666 | |||||||||
Value of common stock | $ 16,334 | $ 13,166 | ||||||||
Restricted Stock [Member] | 2015 Equity Incentive Plan [Member] | Employees [Member] | ||||||||||
Number of shares issued | 653 | |||||||||
Value of common stock | $ 7,742 | |||||||||
Restricted Stock [Member] | 2015 Equity Incentive Plan [Member] | Advisor [Member] | ||||||||||
Number of shares issued | 667 | |||||||||
Value of common stock | $ 15,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Monthly sub leased | $ 4,000 | ||||
Mr. Joseph Segelman [Member] | |||||
Employee benefits | $ 2,361 | $ 0 | 15,699 | $ 6,768 | |
Deferred compensation | $ 1,499,750 | ||||
Mr. Joseph Segelman [Member] | Employment Agreements [Member] | |||||
Minimum annual base salary and compensation | $ 180,000 | ||||
Description of amount equal to base salary | An amount equal to 200% of the base salary | ||||
Agreement expiration date | Dec. 31, 2018 | ||||
Mr. Joseph Segelman [Member] | Consulting Agreement [Member] | |||||
Description of consulting agreement | 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. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. | ||||
Consulting fees | $ 120,000 | ||||
Compensation expense | 45,000 | 45,000 | 45,000 | 90,000 | |
Secretary [Member] | |||||
Employee benefits | 0 | 0 | 0 | 2,433 | |
Deferred compensation | $ 487,000 | ||||
Secretary [Member] | Employment Agreements [Member] | |||||
Minimum annual base salary and compensation | $ 80,000 | ||||
Description of amount equal to base salary | An amount equal to 50% of the base salary | ||||
Agreement expiration date | Dec. 31, 2018 | ||||
Secretary [Member] | Consulting Agreement [Member] | |||||
Consulting fees | $ 60,000 | ||||
Compensation expense | $ 20,000 | $ 20,000 | $ 20,000 | $ 40,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss per share total | ||||
Loss from continuing operations | $ (150,546) | $ (138,575) | $ (419,415) | $ (439,747) |
Gain of disposal of discontinued operations | 238,315 | |||
Net income (loss) attributable to the common stockholders | $ (150,546) | $ (138,575) | $ (419,415) | $ (201,432) |
Basic weighted average outstanding shares of common stock | 638,789 | 541,816 | 614,040 | 541,816 |
Dilutive effect of options and warrants | ||||
Diluted weighted average common stock and common stock equivalents | 638,789 | 541,816 | 614,040 | 541,816 |
Loss per share: | ||||
Net loss per share total, basic and diluted (in dollars per share) | $ (0.24) | $ (0.26) | $ (0.68) | $ (0.37) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Rent expense | $ 0 | $ 10,500 | $ 15,920 | $ 33,064 | |
Monthly rent | $ 1,955 | ||||
Kushnir [Member] | |||||
Stock issued | 16,667 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Aug. 25, 2020 | Sep. 30, 2020 | |
Value of shares converted | $ 10,000 | |
Common Stock [Member] | ||
Number of shares converted | 27,002 | |
Value of shares converted | $ 3 | |
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | ||
Percentage of acquisition ownership interest | 100.00% | |
Percentage of common stock outstanding | 75.00% | |
Acquisition date | Oct. 19, 2020 | |
Share Exchange Agreement [Member] | Sigyn Therapeutics, Inc [Member] | Common Stock [Member] | ||
Number of shares converted | 7,907,351 | |
Value of shares converted | $ 3,429,516 |