Guardion Health Sciences (GHSI) 10-Q 11 May 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 11, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
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		40,329,475

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 3,198,349	$ 4,735,230
Accounts receivable	57,426	72,771
Inventories	182,919	154,730
Prepaid expenses	114,678	117,164
Total current assets	3,553,372	5,079,895
Deposits	10,470	10,470
Property and equipment, net	171,345	95,597
Intangible assets, net	617,082	620,741
Goodwill	1,563,520	1,563,520
Total assets	5,915,789	7,370,223
Current liabilities
Accounts payable and accrued liabilities	446,561	311,236
Accrued expenses and deferred rent	16,472	12,043
Line of credit	0	30,535
Due to related parties	136,968	146,133
Total current liabilities	600,001	499,947
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized	0	0
Common stock, $0.001 par value; 90,000,000 shares authorized; 40,329,475 and 40,183,475 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	40,329	40,183
Additional paid-in capital	34,474,876	33,696,049
Accumulated deficit	(29,199,417)	(26,865,956)
Total stockholders’ equity	5,315,788	6,870,276
Total liabilities and stockholders’ equity	$ 5,915,789	$ 7,370,223

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
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	40,329,475	40,183,475
Common Stock, Shares, Outstanding	40,329,475	40,183,475

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue	$ 193,040	$ 55,941
Cost of goods sold	79,278	22,633
Gross profit	113,762	33,308
Operating expenses
Research and development	159,588	10,239
Sales and marketing	605,990	76,736
General and administrative	1,680,810	598,913
Total operating expenses	2,446,388	685,888
Loss from operations	(2,332,626)	(652,580)
Other expenses:
Interest expense	835	16,431
Net loss	(2,333,461)	(669,011)
Adjustments related to Series A and Series B convertible preferred stock:
Accretion of deemed dividend	0	(31,841)
Dividend declared	0	(36,077)
Net loss attributable to common shareholders	$ (2,333,461)	$ (736,929)
Net loss per common share - basic and diluted	$ (0.06)	$ (0.03)
Weighted average common shares outstanding - basic and diluted	40,314,875	24,760,327

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders’ Equity - 3 months ended Mar. 31, 2018 - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2017	$ 6,870,276	$ 40,183	$ 33,696,049	$ (26,865,956)
Beginning Balance (in shares) at Dec. 31, 2017		40,183,475
Fair value of vested stock options	777,513	$ 0	777,513	0
Issuance of common stock - warrant exercises	1,460	$ 146	1,314	0
Issuance of common stock - warrant exercises (in shares)		146,000
Net loss	(2,333,461)	$ 0	0	(2,333,461)
Ending Balance at Mar. 31, 2018	$ 5,315,788	$ 40,329	$ 34,474,876	$ (29,199,417)
Ending Balance (in shares) at Mar. 31, 2018		40,329,475

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating Activities
Net loss	$ (2,333,461)	$ (669,011)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	73,022	15,545
Accrued interest expense included in notes payable	0	13,116
Stock-based compensation	777,513	103,623
Stock-based compensation - related parties	0	57,158
(Increase) decrease in -
Accounts receivable	15,345	(240)
Inventories	(28,188)	(6,025)
Deposits and prepaid expenses	2,486	(8,369)
Increase (decrease) in -
Accounts payable and accrued expenses	135,324	77,083
Accrued and deferred rent costs	4,429	(28,456)
Net cash used in operating activities	(1,353,530)	(445,576)
Investing Activities
Purchase of property and equipment	(95,111)	0
Purchase of intellectual property	(50,000)	0
Net cash used in investing activities	(145,111)	0
Financing Activities
Proceeds from issuance of promissory notes	0	100,000
Payments on promissory notes	0	(14,000)
Payments on line of credit	(30,535)	0
Proceeds from issuance of preferred stock	0	700,000
Proceeds from exercise of warrants	1,460	0
(Decrease) increase in due to related parties	(9,165)	41,906
Net cash (used in) provided by financing activities	(38,240)	827,906
Cash:
Net (decrease) increase	(1,536,881)	382,330
Balance at beginning of period	4,735,230	62,520
Balance at end of period	$ 3,198,349	$ 444,850

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2018
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 ® The Company also developed a proprietary medical device called the MapcatSF ® On September 29, 2017, the Company completed its acquisition of substantially all of the assets and certain liabilities of VectorVision, Inc., a company that specializes in the standardization of contrast sensitivity, glare sensitivity, low contrast acuity, and ETDRS visual acuity testing. VectorVision develops, manufactures and sells equipment and supplies for standardized vision testing. The Company has had limited operations to date and has been primarily engaged in research, development, commercialization and capital raising. 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 $ 2,333,461 1,353,530 The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2017. The Company’s 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 continued commercialization activities related to Lumega-Z, the MapcatSF ®

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	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. In connection with the VectorVision transaction, we identified and allocated estimated fair values to intangible assets including goodwill and customer relationships. In accordance with Accounting Standard Codification (“ASC”) 350 – Intangibles – Goodwill and Other, we determined whether these assets are expected to have indefinite (such as goodwill) or limited useful lives, and for those with limited lives, we established an amortization period and method of amortization. Our goodwill and other intangible assets are subject to periodic impairment testing. We utilized the services of an independent third-party valuation firm to assist us in identifying intangible assets and in estimating their fair values. The useful lives for our intangible assets other than goodwill were estimated based on Management’s consideration of various factors, including assumptions that market participants might use about sales expectations as well as potential effects of obsolescence, competition, technological progress and the regulatory environment. Because the future pattern in which the economic benefits of these intangible assets may not be reliably determined, amortization expense is generally calculated on a straight-line basis. Amortization expense for the identifiable intangible assets associated with the VectorVision acquisition is approximately $ 54,000 The Company reviews long-lived assets, including property and equipment, identifiable intangible assets, and goodwill for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of March 31, 2018 and December 31, 2017, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates. The Company operates and manages its business as one reporting and operating segment, which is the business of developing and commercializing a variety of products that support the detection, intervention and monitoring of a range of eye diseases. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company’s revenue is comprised of sales of medical foods and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to consumers both in the U.S. and internationally. In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help readers of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized revenue when risk of loss transferred to our customers and collection of the receivable was 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, although for all periods presented, returns have been insignificant. Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payment for sales of Lumega-Z is generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. We provide a 30-day right of return to our retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of product is returned (less than $ 2,000 Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941 Research and development costs consist primarily of fees paid to consultants and outside service providers 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 stock compensation expense, are expensed as incurred and totaled $ 159,588 10,239 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, directors, consultants, contractors, and 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 Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas 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 using a graded vesting 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 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 over the price paid for the stock. 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’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, if applicable. 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, options, and shares of common stock issuable upon conversion of convertible debt and convertible preferred stock 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 of common stock issuable upon exercise of warrants, options, and conversion of convertible debt and convertible preferred stock outstanding are anti-dilutive as they decrease loss per share. March 31, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182 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 July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently expected to have any impact on the Company’s financial statement presentation or disclosures. The Company’s 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.

VectorVision Acquisition

VectorVision Acquisition	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]	3. VectorVision Acquisition On September 29, 2017, the Company, through a wholly-owned subsidiary, completed the acquisition of substantially all of the assets and certain liabilities of VectorVision, Inc., an Ohio corporation (“VectorVision”), in exchange for 3,050,000 2,287,500 With respect to the 3,050,000 shares of common stock, 250,000 shares are held back by the Company through November 28, 2019 as security for VectorVision’s indemnification obligations to the Company and the remaining 2,800,000 shares were issued to VectorVision at the closing of the transaction, 11 VectorVision develops, manufactures and sells equipment and supplies for standardized vision testing for use by eye doctors in clinical trials, for real-world vision evaluation, and industrial vision testing. VectorVision specializes in the standardization of contrast sensitivity, glare sensitivity, low contrast acuity, and ETDRS (Early Treatment Diabetic Retinopathy Study) visual acuity testing. VectorVision developed and commercialized its CSV-1000 medical device to conduct contrast sensitivity testing and it developed and commercialized its ESV-3000 medical device to conduct ETDRS visual acuity testing. The patented standardization system provides the practitioner or researcher with the ability to delineate very small changes in visual capability, either as compared to the population or from visit to visit. The Company believes VectorVision’s CSV-1000 device to be the standard of care for clinical trials. The VectorVision transaction expands the Company’s technical portfolio and the Company believes it further establishes the Company’s position at the forefront of early detection, intervention and monitoring of a range of eye diseases. In accordance with ASC 805, the Company utilized the acquisition method of accounting, whereby the purchase consideration is allocated to specific tangible and intangible assets at their estimated fair values on the date of acquisition. Fair Values Common stock consideration $ 2,287,500 Liabilities assumed 108,722 Total purchase consideration 2,396,222 Cash (4,895) Accounts receivable (50,105) Inventory (93,293) Prepaid assets (551) Property and equipment (9,458) Intangible assets (674,400) Goodwill $ 1,563,520 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and benefits of the combined company. Three Months Ended March 31, 2017 Pro forma net revenues $ 245,177 Pro forma net loss attributable to common shareholders $ (736,724) Pro forma net loss per share $ (0.03)

Inventories

Inventories	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Inventory Disclosure [Text Block]	Inventories March 31, December 31, 2018 2017 Raw materials $ 168,361 $ 133,354 Finished goods 14,558 21,376 $ 182,919 $ 154,730

Property and Equipment, net

Property and Equipment, net	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	5. Property and Equipment, net March 31, December 31, 2018 2017 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 150,603 150,603 Furniture and fixtures 145,411 50,300 Computer equipment 16,464 16,464 Office equipment 8,193 8,193 419,028 323,917 Less accumulated depreciation and amortization (247,683) (228,320) $ 171,345 $ 95,597 For the three months ended March 31, 2018 and 2017, depreciation expense was $ 19,363 15,545 7,530 7,325 10,333 8,220

Acquisition of Intellectual Pro

Acquisition of Intellectual Property	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Disclosure [Text Block]	6. Acquisition of Intellectual Property On January 26, 2018, the Company acquired the rights to the trademark GLAUCO-HEALTH as well as the name “International Eye Wellness Institute” (together, the “IP Assets”) from an unrelated party. The purchase included all rights, title, and interest in and to the IP Assets, including (a) the right to register and use the IP Assets; (b) all goodwill associated with the IP Assets; (c) all income, royalties, and damages hereafter due or payable with respect to the IP Assets; (d) all rights to sue for past, present, and future infringements or misappropriations of the IP Assets; and (e) and all other intellectual property rights owned or claimed by the seller or embodied in the IP Assets. In exchange for these rights, the Company paid the seller $ 50,000 ASC 350-30-20 defines a defensive intangible asset as an acquired intangible asset in a situation in which an entity does not intend to actively use the asset but intends to hold (lock up) the asset to prevent others from obtaining access to the asset. The Company determined that the acquired intangible asset met the definition of a defensive intangible asset. The Company accounted for the $50,000 payment as an acquired intangible asset as of the closing of the agreement. As the Company can renew the underlying rights to the IP Assets indefinitely at nominal cost, the assets have been classified as a non-amortizable intangible asset on the Company’s balance sheet at March 31, 2018. The Company will evaluate the status of the assets for impairment quarterly. On January 26, 2018 the Company entered into a consulting agreement with the principal of the seller to assist with the development of the IP Assets and other assets acquired by the Company in the transaction. In conjunction with the consulting agreement, the Company issued a stock option on January 26, 2018 to the consultant to purchase a total of 500,000

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	7. 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 stockholders. The advances are unsecured, non-interest bearing and are due on demand. As of March 31, 2018 and December 31, 2017, the Company had $ 136,968 146,133 During the three months ended March 31, 2018, the Company incurred $ 68,750 44,762

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	8. Stockholders’ Equity 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 During the three months ended March 31, 2017, the Company declared dividends of $ 33,636 56,065 Series B Beginning in March 2017 and through September 30, 2017, the Company sold 3,105,000 1.00 3,105,000 1.00 6 0.75 During the three months ended March 31, 2017, the Company declared dividends of $ 2,441 3,256 On November 3, 2017, the Company completed the issuance and sale of an aggregate of 4,347,827 6,981,938 Common Stock On November 3, 2017, the Company completed the issuance and sale of an aggregate of 4,347,827 0.001 1.15 5,000,001 Warrants Shares December 31, 2017 2,983,666 Granted - Forfeitures - Exercised (146,000) March 31, 2018, all exercisable 2,837,666 In January 2018, an investor exercised warrants for 146,000 0.01 1,460 As of March 31, 2018, the Company had an aggregate of 2,837,666 0.37 0.9 1,932,661 1.15 Stock Options Shares December 31, 2017 2,125,000 Granted 500,000 Forfeitures - Exercised - March 31, 2018, all exercisable 2,625,000 On September 30, 2017, the Company entered into a consulting agreement pursuant to which the Company issued a total of 1,250,000 650,000 486,070 600,000 1.00 5 658,383 800,000 450,000 517,127 165,449 On December 30, 2017, the Company entered into a consulting agreement pursuant to which the Company issued a total of 750,000 250,000 312,275 1.25 5 500,000 574,655 303,782 On January 26, 2018, the Company entered into an agreement with a consultant to develop products based on certain intellectual property owned by the Company (see Note 6). In conjunction with the consulting agreement, the Company issued a stock option to the consultant to purchase a total of 500,000 250,000 287,500 125,000 125,000 1.25 5 250,000 287,500 20,782 As of March 31, 2018, the options were valued based upon the Black-Scholes option-pricing model, with a stock price of $ 1.15 127 2.37

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	9. 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, 2018 with respect to such matters, including the matter noted below. On or about July 26, 2017, the Company received a payment demand from a former consultant to the Company alleging that the consultant is owed approximately $ 192,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events [Text Block]	10. Subsequent Events On April 26, 2018, the Company filed a Certificate of Elimination of Designations, Preferences and Rights of Series A and Series B Convertible Preferred Stock (the "Certificate of Elimination") with the Delaware Secretary of State. The Certificate of Elimination eliminates the Company's Series A Preferred Stock and the Company's Series B Preferred Stock from the Company's certificate of incorporation. No shares of the Series A Preferred Stock or Series B Preferred Stock were outstanding at the time of the filing of the Certificate of Elimination. On April 30, 2018, The Company offered a one-month exercise period extension to stockholders who held warrants to purchase shares of common stock of the Company that were scheduled to expire on May 1, 2018. Pursuant to the terms of a Note and Warrant Purchase Agreement entered into by the Company and such holders, such warrants were issued upon the conversion of certain promissory notes into common stock on May 1, 2015. Six warrant holders elected to extend the term of an aggregate of 403,085 warrants by one month to June 1, 2018. The exercise price of such warrants is $1.00 per share.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis Of Presentation And Use Of Estimates Policy [Policy Text Block]	Basis of Presentation and Use of Estimates 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.
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]	In connection with the VectorVision transaction, we identified and allocated estimated fair values to intangible assets including goodwill and customer relationships. In accordance with Accounting Standard Codification (“ASC”) 350 – Intangibles – Goodwill and Other, we determined whether these assets are expected to have indefinite (such as goodwill) or limited useful lives, and for those with limited lives, we established an amortization period and method of amortization. Our goodwill and other intangible assets are subject to periodic impairment testing. We utilized the services of an independent third-party valuation firm to assist us in identifying intangible assets and in estimating their fair values. The useful lives for our intangible assets other than goodwill were estimated based on Management’s consideration of various factors, including assumptions that market participants might use about sales expectations as well as potential effects of obsolescence, competition, technological progress and the regulatory environment. Because the future pattern in which the economic benefits of these intangible assets may not be reliably determined, amortization expense is generally calculated on a straight-line basis. Amortization expense for the identifiable intangible assets associated with the VectorVision acquisition is approximately $ 54,000
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]	Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, identifiable intangible assets, and goodwill for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of March 31, 2018 and December 31, 2017, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates.
Segment Reporting, Policy [Policy Text Block]	Segment Information The Company operates and manages its business as one reporting and operating segment, which is the business of developing and commercializing a variety of products that support the detection, intervention and monitoring of a range of eye diseases. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Revenue Recognition, Policy [Policy Text Block]	Revenue Recognition The Company’s revenue is comprised of sales of medical foods and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to consumers both in the U.S. and internationally. In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help readers of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized revenue when risk of loss transferred to our customers and collection of the receivable was 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, although for all periods presented, returns have been insignificant. Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payment for sales of Lumega-Z is generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. We provide a 30-day right of return to our retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of product is returned (less than $ 2,000 Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941
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 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 stock compensation expense, are expensed as incurred and totaled $ 159,588 10,239
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, directors, consultants, contractors, and 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 Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas 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 using a graded vesting 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 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 over the price paid for the stock. 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.
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, if applicable. 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, options, and shares of common stock issuable upon conversion of convertible debt and convertible preferred stock 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 of common stock issuable upon exercise of warrants, options, and conversion of convertible debt and convertible preferred stock outstanding are anti-dilutive as they decrease loss per share. March 31, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements 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 July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently expected to have any impact on the Company’s financial statement presentation or disclosures. The Company’s 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 Accoun18

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Disaggregation of Revenue [Table Text Block]	The following table presents our revenues disaggregated by product type: Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941
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, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182

VectorVision Acquisition (Table

VectorVision Acquisition (Tables)	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]	The following table summarizes the allocation of preliminary fair values of the purchase consideration to the assets and liabilities assumed: Fair Values Common stock consideration $ 2,287,500 Liabilities assumed 108,722 Total purchase consideration 2,396,222 Cash (4,895) Accounts receivable (50,105) Inventory (93,293) Prepaid assets (551) Property and equipment (9,458) Intangible assets (674,400) Goodwill $ 1,563,520
Business Acquisition, Pro Forma Information [Table Text Block]	The following unaudited pro forma financial information gives effect to the Company’s acquisition of VectorVision as if the acquisition had occurred on January 1, 2016 and had been included in the Company’s consolidated statements of operations during the three-month period ended March 31, 2017: Three Months Ended March 31, 2017 Pro forma net revenues $ 245,177 Pro forma net loss attributable to common shareholders $ (736,724) Pro forma net loss per share $ (0.03)

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Schedule of Inventory, Current [Table Text Block]	Inventories consisted of the following: March 31, December 31, 2018 2017 Raw materials $ 168,361 $ 133,354 Finished goods 14,558 21,376 $ 182,919 $ 154,730

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following: March 31, December 31, 2018 2017 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 150,603 150,603 Furniture and fixtures 145,411 50,300 Computer equipment 16,464 16,464 Office equipment 8,193 8,193 419,028 323,917 Less accumulated depreciation and amortization (247,683) (228,320) $ 171,345 $ 95,597

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
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, 2017 2,983,666 Granted - Forfeitures - Exercised (146,000) March 31, 2018, all exercisable 2,837,666
Share-based Compensation, Stock Options, Activity [Table Text Block]	A summary of the Company’s stock option activity is as follows: Shares December 31, 2017 2,125,000 Granted 500,000 Forfeitures - Exercised - March 31, 2018, all exercisable 2,625,000

Organization and Business Ope23

Organization and Business Operations (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Cash Provided by (Used in) Operating Activities	$ (1,353,530)	$ (445,576)
Net Income (Loss) Attributable to Parent, Total	$ (2,333,461)	$ (669,011)

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue, Net	$ 193,040	$ 55,941
Lumega-Z and supplements [Member]
Revenue, Net	72,138	55,941
VectorVision medical devices and supplies [Member]
Revenue, Net	$ 120,902	$ 0

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details 1) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,462,666	6,790,182
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	31,250
Conversion of Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	3,775,266
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,625,000	0
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,837,666	2,983,666

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Research and Development Expense	$ 159,588	$ 10,239
Amortization of Intangible Assets	$ 54,000
Sales Returns, Goods			$ 2,000
Revenue Recognition, Sales Returns, Percentage			1.00%

VectorVision Acquisition (Detai

VectorVision Acquisition (Details) - USD ($)	9 Months Ended
	Sep. 29, 2017	Mar. 31, 2018	Dec. 31, 2017
Goodwill		$ 1,563,520	$ 1,563,520
VectorVision Inc [Member]
Common stock consideration	$ 2,287,500
Liabilities assumed	108,722
Total purchase consideration	2,396,222
Cash	(4,895)
Accounts receivable	(50,105)
Inventory	(93,293)
Prepaid assets	(551)
Property and equipment	(9,458)
Intangible assets	(674,400)
Goodwill	$ 1,563,520

VectorVision Acquisition (Det28

VectorVision Acquisition (Details 1)	3 Months Ended
	Mar. 31, 2017USD ($)$ / shares
Pro forma net revenues	$ 245,177
Pro forma net loss attributable to common shareholders	$ (736,724)
Pro forma net loss per share | $ / shares	$ (0.03)

VectorVision Acquisition (Det29

VectorVision Acquisition (Details Textual)	9 Months Ended
	Sep. 29, 2017USD ($)shares
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	3,050,000
Equity Method Investment, Ownership Percentage	11.00%
VectorVision Inc [Member]
Business Acquisition, Equity Interest Issued or Issuable, Description	With respect to the 3,050,000 shares of common stock, 250,000 shares are held back by the Company through November 28, 2019 as security for VectorVisions indemnification obligations to the Company and the remaining 2,800,000 shares were issued to VectorVision at the closing of the transaction,
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $	$ 2,287,500

Inventories (Details)

Inventories (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Raw materials	$ 168,361	$ 133,354
Finished goods	14,558	21,376
Inventory, Net	$ 182,919	$ 154,730

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment, Gross, Total	$ 419,028	$ 323,917
Less accumulated depreciation and amortization	(247,683)	(228,320)
Property, Plant and Equipment, Net, Total	171,345	95,597
Office Equipment [Member]
Property, Plant and Equipment, Gross, Total	8,193	8,193
Computer Equipment [Member]
Property, Plant and Equipment, Gross, Total	16,464	16,464
Testing equipment [Member]
Property, Plant and Equipment, Gross, Total	150,603	150,603
Leasehold Improvements [Member]
Property, Plant and Equipment, Gross, Total	98,357	98,357
Furniture and Fixtures [Member]
Property, Plant and Equipment, Gross, Total	$ 145,411	$ 50,300

Property and Equipment, net (32

Property and Equipment, net (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Depreciation, Depletion and Amortization, Nonproduction, Total	$ 73,022	$ 15,545
Research and Development Expense	159,588	10,239
General and Administrative Expense, Total	1,680,810	598,913
Selling and Marketing Expense, Total	605,990	76,736
Property, Plant and Equipment [Member]
Depreciation, Depletion and Amortization, Nonproduction, Total	19,363	15,545
Research and Development Expense	7,530	7,325
General and Administrative Expense, Total	10,333	8,220
Selling and Marketing Expense, Total	$ 1,500	$ 0

Acquisition of Intellectual P33

Acquisition of Intellectual Property (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 26, 2018	Mar. 31, 2018	Mar. 31, 2017
Payments to Acquire Intangible Assets		$ 50,000	$ 0
Intellectual Property [Member]
Stock Issued During Period, Shares, Issued for Services	500,000

Related Party Transactions (Det

Related Party Transactions (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Due to Officers or Stockholders, Current	$ 136,968	$ 146,133
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Payments to Employees	44,762
General and Administrative Expense [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Officers' Compensation	$ 68,750

Stockholders' Equity (Details)

Stockholders' Equity (Details)	3 Months Ended
	Mar. 31, 2018shares
Class of Warrant or Right [Line Items]
Membership Units or Shares, Balance	2,983,666
Membership Units or Shares, Granted	0
Membership Units or Shares, Forfeitures	0
Membership Units or Shares, Exercised	(146,000)
Membership Units or Shares, Balance	2,837,666

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1)	3 Months Ended
	Mar. 31, 2018shares
Class of Warrant or Right [Line Items]
Beginning Balance	2,125,000
Granted	500,000
Forfeitures	0
Exercised	0
Ending Balance	2,625,000

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	Nov. 03, 2017	Jan. 31, 2018	Jan. 26, 2018	Dec. 30, 2017	Sep. 30, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2017
Class of Warrant or Right [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.001				$ 0.001
Share-based Compensation						$ 777,513	$ 103,623
Shares Issued, Price Per Share					$ 1			$ 1
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01
Class of Warrant or Right, Outstanding						2,837,666				2,983,666
Warrants Intrinsic Value						$ 1,932,661
Share Price						$ 1.15
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized						$ 505,951
Debt Conversion, Original Debt, Amount									$ 535,149
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate						2.37%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate						127.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value			$ 287,500		$ 486,070
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number										800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value						$ 287,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						500,000
Stock Issued During Period, Shares Warrants Exercised		146,000
Stock Issued During Period, Value Warrants Exercised		$ 1,460				$ 1,460
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares					600,000	250,000		600,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options						$ 20,782				$ 658,383
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price			$ 1.25
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value						187,500
Non Qualified Stock Options [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation					$ 165,449
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares					650,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value						$ 517,127
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					1,250,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price					$ 1
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award					5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares						450,000
Non Qualified Stock Options [Member] | Consultant [Member]
Class of Warrant or Right [Line Items]
Share Price				$ 1.25
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares				250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value				$ 312,275
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value						$ 574,655
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				750,000
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award				5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares						500,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options						$ 303,782
Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 0.37
Warrants Weighted Average Remaining Life						10 months 24 days
Share-based Compensation Award, Tranche One [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			250,000
Share-based Compensation Award, Tranche Two [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			125,000
Share-based Compensation Award, Tranche Three [Member]
Class of Warrant or Right [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			125,000
Common Stock [Member]
Class of Warrant or Right [Line Items]
Stock Issued During Period, Shares, Issued for Services	4,347,827
Stock Issued During Period, Shares Warrants Exercised						146,000
Stock Issued During Period, Value Warrants Exercised						$ 146
Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Debt Conversion, Converted Instrument, Shares Issued									535,154
Stock Issued									$ 784,888
Private Placement [Member]
Class of Warrant or Right [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.001
Stock Issued During Period, Shares, Issued for Services	4,347,827
Shares Issued, Price Per Share	$ 1.15
Proceeds from Issuance of Private Placement	$ 5,000,001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares						800,000
Series A Preferred Stock [Member]
Class of Warrant or Right [Line Items]
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
Common Stock Dividends, Shares							56,065
Dividends, Preferred Stock, Stock							$ 33,636
Series B Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Share Price					$ 1			$ 1
Stock Issued During Period, Shares, New Issues								3,105,000
Stock Issued During Period, Value, New Issues								$ 3,105,000
Preferred Stock, Dividend Rate, Percentage								6.00%
Preferred Stock, Dividends Per Share, Declared								$ 0.75
Common Stock Dividends, Shares						3,256
Convertible Preferred Stock, Shares Issued upon Conversion	6,981,938
Series B Preferred Stock [Member] | Dividend Declared [Member]
Class of Warrant or Right [Line Items]
Dividends, Preferred Stock, Stock						$ 2,441

Commitments and Contingencies (

Commitments and Contingencies (Details Textual)	3 Months Ended
	Mar. 31, 2018USD ($)
Loss Contingency, Damages Sought, Value	$ 192,000

Subsequent Events (Details Text

Subsequent Events (Details Textual) - $ / shares	1 Months Ended
	Apr. 30, 2018	Mar. 31, 2018	Jan. 31, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.01
Class of Warrant or Right, Outstanding		2,837,666		2,983,666
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1
Warrant Expiration Date	Jun. 1, 2018
Class of Warrant or Right, Outstanding	403,085