Guardion Health Sciences (GHSI) 10-Q 11 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 10, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Registrant Name	Guardion Health Sciences, Inc.
Entity Central Index Key	1,642,375
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,443,259

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 444,850	$ 62,520
Accounts receivable	1,914	1,673
Inventories	50,024	43,999
Current portion of deposits and prepaid expenses	37,732	29,363
Total current assets	534,520	137,555
Deposits and prepaid expenses, less current portion	10,470	10,470
Property and equipment, net	98,474	114,020
Total assets	643,464	262,045
Current liabilities
Accounts payable and accrued liabilities	433,549	356,467
Accrued expenses and deferred lease costs	59,835	88,290
Due to related parties	133,388	91,483
Current portion of convertible notes payable	45,063	44,323
Current portion of promissory notes payable	125,433	10,251
Current portion of promissory notes payable related party	0	16,805
Total current liabilities	797,268	607,619
Commitments and contingencies
Stockholders’ Deficiency
Common stock, $0.001 par value; 90,000,000 shares authorized; 25,268,259 and 25,046,438 shares issued and outstanding at March 31, 2017 and December 31, 2016	25,269	25,046
Additional paid-in capital	21,205,658	20,277,882
Accumulated deficit	(21,387,136)	(20,650,207)
Total stockholders’ deficiency	(153,804)	(345,574)
Total liabilities and stockholders’ deficiency	643,464	262,045
Series A Preferred Stock [Member]
Stockholders’ Deficiency
Preferred stock	1,705	1,705
Series B Preferred Stock [Member]
Stockholders’ Deficiency
Preferred stock	$ 700	$ 0

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Shares, Issued	25,268,259	25,046,438
Common Stock, Shares, Outstanding	25,268,259	25,046,438
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred Stock, Shares Issued	1,705,154	1,705,154
Preferred Stock, Shares Outstanding	1,705,154	1,705,154
Series B Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred Stock, Shares Issued	700,000	700,000
Preferred Stock, Shares Outstanding	700	700,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue	$ 55,941	$ 29,134
Cost of goods sold	22,633	14,247
Gross profit	33,308	14,887
Operating expenses
Research and development	10,239	10,172
Sales and marketing	76,736	103,578
General and administrative	598,913	623,956
Total operating expenses	685,888	737,706
Loss from operations	(652,580)	(722,819)
Other expenses:
Interest expense	16,431	226,384
Total other expenses	16,431	226,384
Net loss	(669,011)	(949,203)
Adjustments related to Series A and Series B convertible preferred stock:
Accretion of deemed dividend	(31,841)	0
Dividend declared	(36,077)	0
Net loss attributable to common shareholders	$ (736,929)	$ (949,203)
Net loss per common share - basic and diluted	$ (0.03)	$ (0.05)
Weighted average common shares outstanding - basic and diluted	24,760,327	20,966,396

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Equity Deficiency - 3 months ended Mar. 31, 2017 - USD ($)	Total	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2016	$ (345,574)	$ 1,705	$ 0	$ 25,046	$ 20,277,882	$ (20,650,207)
Beginning Balance (in shares) at Dec. 31, 2016		1,705,154	0	25,046,438
Issuance of common stock for services	160,781	$ 0	$ 0	$ 163	160,618	0
Issuance of common stock for services (in shares)		0	0	162,500
Issuance of preferred stock	700,000	$ 0	$ 700	$ 0	699,300	0
Issuance of preferred stock (in shares)		0	700,000	0
Accretion of beneficial conversion feature on preferred stock	0			$ 0	31,841	(31,841)
Dividend on preferred stock	0	$ 0	$ 0	$ 60	36,017	(36,077)
Dividend on preferred stock (in shares)		0	0	59,321
Net loss	(669,011)	$ 0	$ 0	$ 0	0	(669,011)
Ending Balance at Mar. 31, 2017	$ (153,804)	$ 1,705	$ 700	$ 25,269	$ 21,205,658	$ (21,387,136)
Ending Balance (in shares) at Mar. 31, 2017		1,705,154	700,000	25,268,259

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities
Net loss	$ (669,011)	$ (949,203)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	15,545	8,492
Amortization of debt discount	0	109,455
Accrued interest expense included in notes payable	13,116	17,148
Fair value of warrants issued as post-maturity interest	0	99,782
Stock-based compensation	103,623	8,127
Stock-based compensation - related parties	57,158	240,892
(Increase) decrease in -
Accounts receivable	(240)	15
Inventories	(6,025)	(10,465)
Deposits and prepaid expenses	(8,369)	11,361
Increase (decrease) in -
Accounts payable and accrued expenses	77,083	122,454
Accrued and deferred rent costs	(28,456)	(21,920)
Net cash used in operating activities	(445,576)	(363,862)
Investing Activities
Purchase of property and equipment	0	(1,171)
Net cash used in investing activities	0	(1,171)
Financing Activities
Proceeds from issuance of convertible notes payable	0	136,000
Proceeds from issuance of promissory notes - related party	0	90,000
Proceeds from issuance of promissory notes	100,000	25,000
Payments on promissory notes	(14,000)	0
Proceeds from issuance of preferred stock	700,000	0
Increase in due to related parties	41,906	85,300
Net cash provided by financing activities	827,906	336,300
Cash:
Net increase (decrease)	382,330	(28,733)
Balance at beginning of period	62,520	13,850
Balance at end of period	444,850	(14,883)
Supplemental disclosure of cash flow information:
Cash paid for - Interest	0	0
Cash paid for - Income taxes	0	0
Non-cash financing activities:
Fair value of warrants issued in connection with promissory and convertible notes payable	0	124,710
Beneficial conversion feature associated with promissory and convertible notes payable	$ 0	$ 39,774

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. Organization and Business Operations Organization and Business Guardion Health Sciences, Inc. (the “Company”) was formed in December 2009 as a California limited liability company under the name P4L Health Sciences, LLC. On June 30, 2015, the Company converted from a California limited liability company to a Delaware corporation, changing its name from Guardion Health Sciences, LLC to Guardion Health Sciences, Inc. The Company is a specialty health sciences company formed to develop, formulate and distribute condition-specific medical foods with an initial medical food product on the market under the brand name Lumega-Z ® Through March 31, 2017, the Company has had limited operations, but has been primarily engaged in research and development and capital raising. The Company has incurred significant expenditures for the development of the Company's products and intellectual property, which includes research and development of both medical foods and medical diagnostic equipment for the treatment of various eye diseases. The Company had limited revenue during the three months ended March 31, 2017 and 2016, all of which was generated by the sale of the Company’s proprietary product, Lumega-Z. In late 2014, the Company changed its focus from the dietary supplement category to the medical food category based on consultation with the Company’s intellectual property counsel and regulatory affairs consultants, as a result of which Lumega-Z is now categorized and sold as a medical food. Going Concern and Liquidity The financial statements have been prepared assuming the Company will continue as a going concern. The Company had a net loss of $669,011 and utilized cash in operating activities of $ 445,576 153,804 The Company’s auditors have also included explanatory language in their opinion that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. The Company will continue to incur significant expenses for commercialization activities related to its lead product Lumega-Z, the MapcatSF medical device, and with respect to efforts to build the Company’s infrastructure. Development and commercialization of medical foods and medical devices involves a lengthy and complex process. Additionally, the Company’s long-term viability and growth may depend upon the successful development and commercialization of products other than Lumega-Z and the MapcatSF. The Company is continuing attempts to raise additional debt and/or equity capital to fund future operations, but there can be no assurances that the Company will be able to secure such additional financing in the amounts necessary to fully fund its operating requirements on acceptable terms or at all. If the Company is unable to access sufficient capital resources on a timely basis, the Company may be forced to reduce or discontinue its technology and product development programs and curtail or cease operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company’s revenue is comprised of sales of medical foods to consumers through a direct sales/credit card process. Revenue is recognized when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The Company allows for returns within 30 days of purchase. Product returns for the three months ended March 31, 2017 and 2016 were insignificant. Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures, which include patent related costs and stock compensation expense, are expensed as incurred and totaled $ 10,239 10,172 The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers and directors, and to employees, which include grants of employee stock options, are recognized in the financial statements based on their fair values. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Until the Company has established a trading market for its common stock, estimated volatility is based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date. The Company has never declared or paid dividends on its common stock and has no plans to do so for the foreseeable future. The fair value of common stock was determined based on management’s judgment. In order to assist management in calculating such fair value, the Company retained a third-party valuation firm whose input was utilized in determining the related per unit or share valuations of the Company’s equity instruments. Management used valuations of $ 1.00 Three Months Ended March 31, 2017 2016 Discount rate 16 % 16 % Risk free rate 2.48 % 2.27 % Rate of return 16 % 16 % Sustainable growth rate 5 % 5 % Company survival probability 65 % 63 % Liquidation value $ 0 $ 0 Management considered business and market factors affecting the Company during the three-month periods ended March 31, 2017 and 2016, including capital raising efforts, its proprietary technology, and other factors. Based on this evaluation, management believes that $ 0.88 1.00 The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The Company recognizes stock compensation expense on stock or unit purchases at a price less than fair value, and for fully-vested stock issued to consultants and other service providers, for the excess of fair value of the stock or units over the price paid for the stock or units. The Company recognizes the fair value of stock-based compensation within its statements of operations with classification depending on the nature of the services rendered. The Company will issue new shares to satisfy stock option exercises. The Company currently accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of March 31, 2017, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants and shares associated with convertible debt outstanding that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and conversion of convertible debt outstanding are anti-dilutive as they decrease loss per share. March 31, 2017 2016 Warrants 2,983,666 2,251,166 Estimated shares issuable upon conversion of convertible notes payable 31,250 1,445,811 Shares issuable upon conversion of convertible preferred stock 3,775,266 - 6,790,182 3,696,977 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 requires, among other things, that all income tax effects of awards be recognized in the statement of operations when the awards vest or are settled. ASU 2016-09 also allows for an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The adoption of ASU 2016-09 has not had any impact on the Company’s financial statement presentation or disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Inventory Disclosure [Text Block]	3. Inventories March 31, December 31, 2017 2016 Raw materials $ 43,987 $ 40,679 Finished goods 6,037 3,320 $ 50,024 $ 43,999

Property and Equipment, net

Property and Equipment, net	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	4. Property and Equipment, net March 31, December 31, 2017 2016 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 145,503 145,503 Furniture and fixtures 15,348 15,348 Computer equipment 15,277 15,277 Office equipment 2,694 2,694 277,179 277,179 Less accumulated depreciation and amortization (178,705) (163,159) $ 98,474 $ 114,020 For the three months ended March 31, 2017 and 2016, depreciation and amortization expense was $ 15,545 8,492 7,325 5,515 8,220 2,977

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2017
Convertible Notes Payable [Member]
Debt Disclosure [Text Block]	5. Convertible Notes Payable March 31, December 31, Year of issuance: 2017 2016 2010 (due August 2013) $ 25,000 $ 25,000 Accrued interest 20,063 19,323 Notes payable $ 45,063 $ 44,323 In July 2010, the Company issued an unsecured convertible note payable in the amount of $ 25,000 12 0.08 20,063

Promissory Notes

Promissory Notes	3 Months Ended
	Mar. 31, 2017
Promissory Notes Payable [Member]
Debt Disclosure [Text Block]	6. Promissory Notes March 31, December 31, Year of issuance: 2017 2016 (a) 2016 (due November 2016) $ 10,000 $ 10,000 (b) 2017 (due May 2017) 100,000 - Accrued interest 15,433 251 Promissory notes payable, net $ 125,433 $ 10,251 (a) In 2016, the Company issued $ 170,000 4 9 10,000 350 251 (b) In January 2017, the Company issued a $ 100,000 120 6 0.75 8,000 13,040

Promissory Notes - Related Part

Promissory Notes - Related Party	3 Months Ended
	Mar. 31, 2017
Investor [Member]
Debt Disclosure [Text Block]	Promissory Notes – Related Party March 31, December 31, Year of issuance: 2017 2016 2016 (due September 2016) $ - $ 14,000 Accrued interest - 2,805 Promissory notes payable – related party, net $ - $ 16,805 In 2016, the Company issued $ 140,000 6 12 14,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	8. Commitments and Contingencies The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of management of the Company, adequate provision has been made in the Company’s condensed financial statements at March 31, 2017 with respect to such matters, including the matter noted below. The Company recently received a payment demand from a former consultant to the Company alleging that he is owed $102,000 for unpaid services rendered. The Company is evaluating the claim and intends to respond to the former consultant’s demand in due course. If this matter results in the filing of a lawsuit against the Company, the Company intends to vigorously defend itself and, as well, will consider filing a counterclaim for damages against the former consultant.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	9. Stockholders’ Deficit Preferred Stock Series A During 2016, the Company sold 1,170,000 1.00 1,170,000 535,154 784,888 535,149 1.00 8 0.60 At the option of the holder, the Series A preferred stock (including accrued but unpaid dividends) may be converted into shares of the Company’s common stock commencing January 1, 2017 at $0.60 per share. The preferred stock (including accrued but unpaid dividends) shall automatically convert into shares of common stock in the event that the Company receives gross proceeds of at least $4,000,000 in one or more equity financing transactions subsequent to September 30, 2016, or if the ten (10) day Volume Weighted Average Price per share of common stock is $2.00 or more. The issuance of the 1,170,000 shares of convertible preferred stock gave rise to a beneficial conversion feature due to the stated conversion price of $ 0.60 779,586 760,011 19,575 Sale of the Company’s Series A Senior Convertible Preferred Stock was closed on December 31, 2016. During the three months ended March 31, 2017 the Company declared dividends of $ 33,631 56,065 Series B As of May 10, 2017, the Company had sold 700,000 1.00 700,000 1.00 6 0.75 0.75 The stock is automatically convertible by the Company upon an equity financing of at least $5,000,000 subsequent to June 30, 2017, or is publicly traded for at least $2.00 per share for 10 consecutive trading days, or upon completion of a Major Transaction (as defined in the Certificate of Designation). The issuance of the Series B preferred stock gave rise to a beneficial conversion feature due to the stated conversion price of $0.75 per share being less than the market price of the shares at the issuance date. In addition, warrants were issued to investors who had previously participated in the 2016 Series A preferred stock offering. The Company accounted for the beneficial conversion feature, including an allocation of proceeds for the warrants on a relative fair value basis, in accordance with ASC 470-20, Accounting for Debt with Conversion and Other Options. The Company calculated a total deemed dividend on the Series B preferred stock of $ 165,506 12,266 During the three months ended March 31, 2017, the Company declared dividends of $ 2,441 3,256 Both classes of preferred stock will vote with the common stock on an “as converted” basis and have standard anti-dilution rights, exclusive of price protection. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, no distribution shall be made to the holders of any shares of common stock of the Company unless, prior thereto, the holders of all classes of preferred stock shall have received out of the available assets of the Company, whether capital or surplus, an amount equal to 100% of the stated value, plus any accrued and unpaid dividends thereon. If the assets of the Company are insufficient to pay in full such amounts due the holders of the preferred stock, then the entire assets shall be distributed ratably among the holders of the preferred stock in accordance with the respective preferences and amounts that would be payable on such shares of preferred stock if all amounts payable thereon were paid in full. Preferred shareholders of both series have unlimited piggyback registration rights. Holders of a majority of the shares of preferred stock (based on the $1.00 stated value) outstanding shall have the right to one demand registration during the three (3) years following the effective date of the Company’s registration statement under the Securities Exchange Act of 1934, so long as at least $ 500,000 250,000 In the event of a merger or acquisition or change in control of the Company, the preferred stock (including all accrued but unpaid dividends) will be deemed converted into shares of common stock immediately prior to the closing of such a transaction. Common Stock During 2016 and prior, the Company issued 2,005,000 9 12 2,146,280 1,652,500 2,037,014 352,500 109,266 During the three months ended March 31, 2017, the Company issued 162,500 143,000 0.88 During the three months ended March 31, 2017, the Company recorded $ 1,160,781 91,485 Weighted Average Grant Date Fair Value Number of Shares Per Share Non-vested, December 31, 2016 352,500 1.13 Issued 162,500 0.88 Vested (123,750) 0.92 Forfeited - - Non-vested, March 31, 2017 391,250 $ 1.09 Warrants During the three months ended March 31, 2017, in connection with the Series B Convertible Preferred Stock offering discussed above, the Company issued a total of 60,000 0.75 51,796 0.88 135 1.61 Shares December 31, 2016 2,923,666 Granted 60,000 Forfeitures - Exercised - March 31, 2017, all exercisable 2,983,666 As of March 31, 2017, the Company had an aggregate of 2,983,666 0.37 1.4 1,293,512 0.88

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	10. Related Party Transactions Due to and from related parties represents unreimbursed expenses and compensation incurred on behalf of, and amounts loaned to the Company by, Michael Favish, the Company’s Chief Executive Officer, as well as other shareholders. The advances are unsecured, non-interest bearing and are due on demand. As of March 31, 2017 and December 31, 2016, the Company had $ 133,388 91,483 During the three months ended March 31, 2017, the Company incurred $ 62,500 22,500 250,000 48,500

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events [Text Block]	11. Subsequent Events During April 2017, the Company issued 175,000

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis Of Presentation And Use Of Estimates Policy [Policy Text Block]	The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition, Policy [Policy Text Block]	Revenue Recognition The Company’s revenue is comprised of sales of medical foods to consumers through a direct sales/credit card process. Revenue is recognized when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The Company allows for returns within 30 days of purchase. Product returns for the three months ended March 31, 2017 and 2016 were insignificant.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures, which include patent related costs and stock compensation expense, are expensed as incurred and totaled $ 10,239 10,172
Compensation Related Costs, Policy [Policy Text Block]	Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers and directors, and to employees, which include grants of employee stock options, are recognized in the financial statements based on their fair values. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Until the Company has established a trading market for its common stock, estimated volatility is based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date. The Company has never declared or paid dividends on its common stock and has no plans to do so for the foreseeable future. The fair value of common stock was determined based on management’s judgment. In order to assist management in calculating such fair value, the Company retained a third-party valuation firm whose input was utilized in determining the related per unit or share valuations of the Company’s equity instruments. Management used valuations of $ 1.00 Three Months Ended March 31, 2017 2016 Discount rate 16 % 16 % Risk free rate 2.48 % 2.27 % Rate of return 16 % 16 % Sustainable growth rate 5 % 5 % Company survival probability 65 % 63 % Liquidation value $ 0 $ 0 Management considered business and market factors affecting the Company during the three-month periods ended March 31, 2017 and 2016, including capital raising efforts, its proprietary technology, and other factors. Based on this evaluation, management believes that $ 0.88 1.00 The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The Company recognizes stock compensation expense on stock or unit purchases at a price less than fair value, and for fully-vested stock issued to consultants and other service providers, for the excess of fair value of the stock or units over the price paid for the stock or units. The Company recognizes the fair value of stock-based compensation within its statements of operations with classification depending on the nature of the services rendered. The Company will issue new shares to satisfy stock option exercises.
Income Tax, Policy [Policy Text Block]	Income Taxes The Company currently accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of March 31, 2017, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.
Earnings Per Share, Policy [Policy Text Block]	Net Loss per Share The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants and shares associated with convertible debt outstanding that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and conversion of convertible debt outstanding are anti-dilutive as they decrease loss per share. March 31, 2017 2016 Warrants 2,983,666 2,251,166 Estimated shares issuable upon conversion of convertible notes payable 31,250 1,445,811 Shares issuable upon conversion of convertible preferred stock 3,775,266 - 6,790,182 3,696,977
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 requires, among other things, that all income tax effects of awards be recognized in the statement of operations when the awards vest or are settled. ASU 2016-09 also allows for an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The adoption of ASU 2016-09 has not had any impact on the Company’s financial statement presentation or disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	A discounted cash flows (i.e. free cash flows to equity) methodology was applied by the third-party valuation firm using multiple years of balance sheet and income statement projections along with the following primary assumptions: Three Months Ended March 31, 2017 2016 Discount rate 16 % 16 % Risk free rate 2.48 % 2.27 % Rate of return 16 % 16 % Sustainable growth rate 5 % 5 % Company survival probability 65 % 63 % Liquidation value $ 0 $ 0
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: March 31, 2017 2016 Warrants 2,983,666 2,251,166 Estimated shares issuable upon conversion of convertible notes payable 31,250 1,445,811 Shares issuable upon conversion of convertible preferred stock 3,775,266 - 6,790,182 3,696,977

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Schedule of Inventory, Current [Table Text Block]	Inventories consisted of the following: March 31, December 31, 2017 2016 Raw materials $ 43,987 $ 40,679 Finished goods 6,037 3,320 $ 50,024 $ 43,999

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following: March 31, December 31, 2017 2016 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 145,503 145,503 Furniture and fixtures 15,348 15,348 Computer equipment 15,277 15,277 Office equipment 2,694 2,694 277,179 277,179 Less accumulated depreciation and amortization (178,705) (163,159) $ 98,474 $ 114,020

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Convertible Notes Payable [Member]
Convertible Debt [Table Text Block]	March 31, December 31, Year of issuance: 2017 2016 2010 (due August 2013) $ 25,000 $ 25,000 Accrued interest 20,063 19,323 Notes payable $ 45,063 $ 44,323

Promissory Notes (Tables)

Promissory Notes (Tables)	3 Months Ended
	Mar. 31, 2017
Promissory Notes Payable [Member]
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]	March 31, December 31, Year of issuance: 2017 2016 (a) 2016 (due November 2016) $ 10,000 $ 10,000 (b) 2017 (due May 2017) 100,000 - Accrued interest 15,433 251 Promissory notes payable, net $ 125,433 $ 10,251 (a) In 2016, the Company issued $ 170,000 4 9 10,000 350 251 (b) In January 2017, the Company issued a $ 100,000 120 6 0.75 8,000 13,040

Promissory Notes - Related Pa24

Promissory Notes - Related Party (Tables)	3 Months Ended
	Mar. 31, 2017
Investor [Member]
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]	March 31, December 31, Year of issuance: 2017 2016 2016 (due September 2016) $ - $ 14,000 Accrued interest - 2,805 Promissory notes payable – related party, net $ - $ 16,805

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Nonvested Restricted Stock Shares Activity [Table Text Block]	Additional details of the Company’s restricted common stock are as follows: Weighted Average Grant Date Fair Value Number of Shares Per Share Non-vested, December 31, 2016 352,500 1.13 Issued 162,500 0.88 Vested (123,750) 0.92 Forfeited - - Non-vested, March 31, 2017 391,250 $ 1.09
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]	A summary of the Company’s warrant activity is as follows: Shares December 31, 2016 2,923,666 Granted 60,000 Forfeitures - Exercised - March 31, 2017, all exercisable 2,983,666

Organization and Business Ope26

Organization and Business Operations (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total	$ (445,576)	$ (363,862)
Stockholders' Equity Attributable to Parent, Total	153,804
Net Income (Loss) Attributable to Parent, Total	$ (669,011)	$ (949,203)

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate	16.00%	16.00%
Risk free rate	2.48%	2.27%
Rate of return	16.00%	16.00%
Sustainable growth rate	5.00%	5.00%
Company survival probability	65.00%	63.00%
Liquidation value	$ 0	$ 0

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Details 1) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,790,182	3,696,977
Conversion of Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,775,266	0
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	31,250	1,445,811
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,983,666	2,251,166

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Sep. 30, 2016
Research and Development Expense	$ 10,239	$ 10,172
Share Price	$ 0.88	$ 1	$ 1

Inventories (Details)

Inventories (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Raw materials	$ 43,987	$ 40,679
Finished goods	6,037	3,320
Inventory, Net, Total	$ 50,024	$ 43,999

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment, Gross, Total	$ 277,179	$ 277,179
Less accumulated depreciation and amortization	(178,705)	(163,159)
Property, Plant and Equipment, Net, Total	98,474	114,020
Office Equipment [Member]
Property, Plant and Equipment, Gross, Total	2,694	2,694
Computer Equipment [Member]
Property, Plant and Equipment, Gross, Total	15,277	15,277
Testing equipment [Member]
Property, Plant and Equipment, Gross, Total	145,503	145,503
Leasehold Improvements [Member]
Property, Plant and Equipment, Gross, Total	98,357	98,357
Furniture and Fixtures [Member]
Property, Plant and Equipment, Gross, Total	$ 15,348	$ 15,348

Property and Equipment, net (32

Property and Equipment, net (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Depreciation, Depletion and Amortization, Nonproduction, Total	$ 15,545	$ 8,492
Research and Development Expense	10,239	10,172
General and Administrative Expense, Total	598,913	623,956
Property, Plant and Equipment [Member]
Depreciation, Depletion and Amortization, Nonproduction, Total	15,545	8,492
Research and Development Expense	7,325	5,515
General and Administrative Expense, Total	$ 8,220	$ 2,977

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - Convertible Notes Payable [Member] - Unsecured Notes Payable [Member] - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accrued interest	$ 20,063	$ 19,323
Notes payable	45,063	44,323
Due August 2013 [Member]
Debt Instrument, Face Amount	$ 25,000	$ 25,000

Convertible Notes Payable (De34

Convertible Notes Payable (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Jul. 31, 2010	Mar. 31, 2017	Mar. 31, 2016
Proceeds from Convertible Debt		$ 0	$ 136,000
Convertible Notes Payable [Member] | Unsecured Debt [Member]
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Convertible, Conversion Price	$ 0.08
Proceeds from Convertible Debt	$ 25,000
Interest Payable		$ 20,063

Promissory Notes (Details)

Promissory Notes (Details) - Notes Payable, Other Payables [Member] - USD ($)		Mar. 31, 2017	Dec. 31, 2016
Unsecured Promissory Notes [Member]
Accrued interest		$ 15,433	$ 251
Promissory notes payable, net		125,433	10,251
2016 (due November 2016)
Debt Instrument, Face Amount	[1]	10,000	10,000
2017 (due May 2017) [Member]
Debt Instrument, Face Amount	[2]	$ 100,000	$ 0
[1]	In 2016, the Company issued $170,000 of promissory notes to various outside investors, with simple interest rates ranging from 4% - 9% and a weighted average term at issuance of approximately three months. As of March 31, 2017 and December 31, 2016, a $10,000 note remained outstanding and was past due, and $350 and $251 of accrued interest is recorded as of March 31, 2017 and December 31, 2016.
[2]	In January 2017, the Company issued a $100,000 unsecured promissory note to an outside investor, with a term of 120 days and a fixed interest charge consisting of 6% of the principal in cash plus 6% of the principal in shares of common stock at a price of $0.75 per share, or 8,000 shares. Because the interest charge is fixed and due in full at any repayment date regardless of the stated maturity date, the Company recorded a accrued interest of $13,040 at the inception of the note, representing the total fair value of the charge, at the inception of the note.

Promissory Notes (Details Textu

Promissory Notes (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Proceeds from Notes Payable		$ 100,000	$ 25,000
Short-term Debt		14,000
2016 Issuances [Member]
Short-term Debt		10,000		$ 10,000
Interest Payable, Current		$ 350		251
2016 Issuances [Member] | Investor [Member]
Proceeds from Notes Payable				140,000
Notes Payable, Other Payables [Member] | 2016 Issuances [Member]
Proceeds from Notes Payable				$ 170,000
Notes Payable, Other Payables [Member] | Minimum [Member] | 2016 Issuances [Member]
Debt Instrument, Interest Rate, Stated Percentage				4.00%
Notes Payable, Other Payables [Member] | Maximum [Member] | 2016 Issuances [Member]
Debt Instrument, Interest Rate, Stated Percentage				9.00%
Promissory Note [Member] | Investor [Member]
Debt Instrument, Convertible, Conversion Price	$ 0.75
Interest Payable, Current	$ 13,040
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Term	120 days
Short-term Debt, Percentage Bearing Fixed Interest Rate	6.00%
Debt Conversion, Converted Instrument, Shares Issued	8,000

Promissory Notes - Related Pa37

Promissory Notes - Related Party (Details) - Investor [Member] - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accrued interest	$ 0	$ 2,805
Promissory notes payable - related party, net	0	16,805
2016 (due September 2016) [Member] | Unsecured Debt [Member]
Accrued interest	$ 0	$ 14,000

Promissory Notes - Related Pa38

Promissory Notes - Related Party (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Proceeds from Notes Payable	$ 100,000	$ 25,000
Short-term Debt	14,000
2016 Issuances [Member]
Short-term Debt	$ 10,000		$ 10,000
Minimum [Member] | Unsecured Debt [Member]
Fair Value Assumptions, Risk Free Interest Rate			6.00%
Maximum [Member] | Unsecured Debt [Member]
Fair Value Assumptions, Risk Free Interest Rate			12.00%
Investor [Member] | 2016 Issuances [Member]
Proceeds from Notes Payable			$ 140,000

Commitments and Contingencies (

Commitments and Contingencies (Details Textual)	3 Months Ended
	Mar. 31, 2017USD ($)
Loss Contingency, Damages Sought, Value	$ 102,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Number of Shares, Beginning Balance | shares	352,500
Number of Shares, Issued | shares	162,500
Number of Shares, Vested | shares	(123,750)
Number of Shares, Forfeited | shares	0
Number of Shares, Ending Balance | shares	391,250
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares	$ 1.13
Weighted Average Grant Date Fair Value Per Share, Issued | $ / shares	0.88
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares	0.92
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares	0
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ / shares	$ 1.09

Stockholders' Deficit (Details

Stockholders' Deficit (Details 1)	3 Months Ended
	Mar. 31, 2017shares
Class of Warrant or Right [Line Items]
Membership Units or Shares, Balance	2,923,666
Membership Units or Shares, Granted	60,000
Membership Units or Shares, Forfeitures	0
Membership Units or Shares, Exercised	0
Membership Units or Shares, Balance	2,983,666

Stockholders' Deficit (Detail42

Stockholders' Deficit (Details Textual) - USD ($)	May 10, 2017	Apr. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Jan. 31, 2017	Sep. 30, 2016
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.75
Class of Warrant or Right, Outstanding				2,983,666		2,923,666
Warrants Intrinsic Value				$ 1,293,512
Share Price				$ 0.88	$ 1			$ 1
Accretion of Dividends				$ 12,266		$ 760,011	$ 19,575
Debt Conversion, Original Debt, Amount						535,149
Warrants Issued				$ 60,000
Deemed Dividend						$ 779,586
Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.37
Fair Value Assumptions, Expected Volatility Rate				135.00%
Fair Value Assumptions, Risk Free Interest Rate				1.61%
Warrants Weighted Average Remaining Life				1 year 4 months 24 days
Share Price				$ 0.88
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value				$ 51,796
Restricted Stock [Member]
Class of Warrant or Right [Line Items]
Stock Issued During Period, Shares, Issued for Services				162,500
Share Price				$ 0.88
Warrants Term						3 years
Restricted Stock or Unit Expense				$ 1,160,781
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value				$ 143,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number				391,250		352,500
Restricted Stock [Member] | Scenario, Forecast [Member]
Class of Warrant or Right [Line Items]
Restricted Stock or Unit Expense			$ 91,485
Common Stock [Member]
Class of Warrant or Right [Line Items]
Stock Issued During Period, Shares, New Issues						2,005,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value						$ 109,266
Stock Issued						$ 2,146,280
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number						1,652,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value						$ 2,037,014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number						352,500
Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Debt Conversion, Converted Instrument, Shares Issued						535,154
Stock Issued						$ 784,888
Subsequent Event [Member]
Class of Warrant or Right [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		175,000
Minimum [Member]
Class of Warrant or Right [Line Items]
Accretion of Dividends						$ 250,000
Minimum [Member] | Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant Expiration Date				Mar. 6, 2020
Minimum [Member] | Common Stock [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period						9 months
Maximum [Member] | Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant Expiration Date				Mar. 8, 2020
Maximum [Member] | Common Stock [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period						12 months
Series A Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Preferred Stock, Par or Stated Value Per Share				$ 0.001		$ 0.001
Shares Issued, Price Per Share						1
Share Price						$ 1
Stock Issued During Period, Shares, New Issues						1,170,000
Stock Issued During Period, Value, New Issues						$ 1,170,000
Preferred Stock, Dividend Rate, Percentage						8.00%
Preferred Stock, Dividends Per Share, Declared				$ 0.60		$ 0.60
Convertible Preferred Stock, Terms of Conversion						The preferred stock (including accrued but unpaid dividends) shall automatically convert into shares of common stock in the event that the Company receives gross proceeds of at least $4,000,000 in one or more equity financing transactions subsequent to September 30, 2016, or if the ten (10) day Volume Weighted Average Price per share of common stock is $2.00 or more.
Common Stock Dividends, Shares					56,065
Dividends, Preferred Stock, Stock				$ 33,631
Series A Preferred Stock [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Stock Issued During Period, Value, New Issues						$ 500,000
Series B Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Preferred Stock, Par or Stated Value Per Share				$ 0.001		$ 0.001
Shares Issued, Price Per Share				$ 1
Stock Issued During Period, Value, New Issues				$ 700,000
Preferred Stock, Dividend Rate, Percentage				6.00%
Preferred Stock, Dividends Per Share, Declared				$ 0.75
Convertible Preferred Stock, Conversion Price				$ 0.75
Convertible Preferred Stock, Terms of Conversion				The stock is automatically convertible by the Company upon an equity financing of at least $5,000,000 subsequent to June 30, 2017, or is publicly traded for at least $2.00 per share for 10 consecutive trading days, or upon completion of a Major Transaction (as defined in the Certificate of Designation).
Common Stock Dividends, Shares				3,256
Deemed Dividend				$ 165,506
Series B Preferred Stock [Member] | Dividend Declared [Member]
Class of Warrant or Right [Line Items]
Dividends, Preferred Stock, Stock				$ 2,441
Series B Preferred Stock [Member] | Subsequent Event [Member]
Class of Warrant or Right [Line Items]
Stock Issued During Period, Shares, New Issues	700,000

Related Party Transactions (Det

Related Party Transactions (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Due to Related Parties, Current	$ 133,388	$ 91,483
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Payments to Employees	22,500	48,500
General and Administrative Expense [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Officers' Compensation	$ 62,500	$ 250,000

Subsequent Events (Details Text

Subsequent Events (Details Textual)	1 Months Ended
	Apr. 30, 2017shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Conversion, Converted Instrument, Shares Issued	175,000