Co-Diagnostics (CODX) 10-K 28 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 22, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	CO-DIAGNOSTICS, INC.
Entity Central Index Key	1,692,415
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		12,317,184
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 3,534,454	$ 998,737
Other receivables		3,183
Inventory	9,068
Prepaid expenses	908,352	206,478
Total current assets	4,451,874	1,208,398
Property and equipment, net	165,567	87,429
Investment in joint venture	44,885
Total other long-term assets	210,452	87,429
Total assets	4,662,326	1,295,827
Current Liabilities
Accounts payable	40,819	29,934
Accounts payable (related party)		75,000
Accrued expenses	96,645	101,239
Accrued expenses (related party)	480,000	690,168
Current notes payable net of $0 and $87,605 discount, respectively		2,111,895
Current notes payable (related party) net of $0 and $263 discount, respectively		837,177
Deferred income current	10,792
Total current liabilities	628,256	3,845,413
Long-term Liabilities
Notes payable long-term		445,000
Deferred income long-term	183,546
Total long-term liabilities	183,546	445,000
Total liabilities	811,802	4,290,413
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 180,000,000 shares authorized; 12,317,184 and 9,882,395 shares issued and outstanding as of December 31, 2017 and 2016, respectively.	12,317	9,882
Additional paid-in capital	16,260,651	2,458,744
Accumulated deficit	(12,422,444)	(5,463,212)
Total stockholders' equity (deficit)	3,850,524	(2,994,586)
Total liabilities and stockholders' equity (deficit)	$ 4,662,326	$ 1,295,827

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Liabilities
Current notes payable, Discount	$ 0	$ 87,605
Current notes payable (related party) net, Discount	$ 0	$ 263
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	12,317,184	9,882,395
Common stock, shares outstanding	12,317,184	9,882,395

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements Of Operations
Net sales	$ 7,662
Cost of sales	302
Gross profit	7,360
Operating expenses:
Selling and marketing	426,711	122,105
Administrative and general	3,095,791	796,896
Research and development	1,003,167	731,474
Depreciation and amortization	45,758	37,491
Total operating expenses	4,571,427	1,687,966
Total operating loss	(4,564,067)	(1,687,966)
Other expense:
Interest expense	(310,233)	(240,720)
Interest income	3,829
Loss on extinguishment of debt	(2,072,365)
Net loss from investment in joint venture	(16,396)
Total other expense	(2,395,165)	(240,720)
Loss before income taxes	(6,959,232)	(1,928,686)
Provision for income taxes
Net Loss	$ (6,959,232)	$ (1,928,686)
Net loss per share – basic and diluted	$ (0.63)	$ (0.20)
Weighted average shares – basic and diluted	10,960,326	9,882,395

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)	Common Stock [Member]	Additional Paid-In Capital	Retained Earnings (Deficit)	Total
Beginning Balance, Shares at Dec. 31, 2015	9,882,395
Beginning Balance, Amount at Dec. 31, 2015	$ 9,882	$ 2,377,265	$ (3,534,526)	$ (1,147,379)
Issuance of convertible debt warrants		11,914		11,914
Stock-based compensation, Amount		69,565		69,565
Net loss			(1,928,686)	(1,928,686)
Ending Balance, Shares at Dec. 31, 2016	9,882,395
Ending Balance, Amount at Dec. 31, 2016	$ 9,882	2,458,744	(5,463,212)	$ (2,994,586)
Stock-based compensation, Shares	399,209			2,033,958
Stock-based compensation, Amount	$ 399	2,033,559		$ 2,033,958
Stock issued for cash, net of offering costs, Shares	1,178,533
Stock issued for cash, net of offering costs, Amount	$ 1,179	5,976,745		5,977,924
Stock issued for debt retirement, Shares	857,047
Stock issued for debt retirement, Amount	$ 857	5,791,603		5,792,460
Net loss			(6,959,232)	(6,959,232)
Ending Balance, Shares at Dec. 31, 2017	12,317,184
Ending Balance, Amount at Dec. 31, 2017	$ 12,317	$ 16,260,651	$ (12,422,444)	$ 3,850,524

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net Loss	$ (6,959,232)	$ (1,928,686)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	45,758	37,491
Stock based compensation	2,033,958	69,565
Accretion of notes payable discount	84,101	21,516
Loss on extinguishment of debt	2,072,365
Other losses	16,396
Changes in assets and liabilities:
Increase deferred income	194,338	473,062
Decrease (increase) in prepaid and other assets	(698,389)	14,785
Increase in inventory	(9,068)
Increase in accounts payable and accrued expenses	8,372
Net cash used in operating activities	(3,211,401)	(1,312,267)
Cash flows from investing activities:
Purchase of fixed assets	(129,306)	(12,241)
Investment in joint venture	(60,000)
Net cash used by investing activities	(189,306)	(12,241)
Cash flows from financing activities:
Proceeds from equity financing	7,071,192
Offering costs from equity financing	(1,093,268)
Proceeds from debt financing		1,871,950
Proceeds from debt financing (related party)		502,440
Principal payments on debt		(14,950)
Principal payments on debt (related party)	(41,500)	(70,000)
Net cash provided by financing activities	5,936,424	2,289,440
Net increase (decrease) in cash	2,535,717	964,932
Cash and cash equivalents beginning of period	998,737	33,805
Cash and cash equivalents end of period	3,534,454	998,737
Supplemental disclosure of cash flow information:
Interest paid	73,523	10,050
Income taxes paid
Schedule of non-cash (investing) and financing activities:
Warrants issued with convertible debt		11,914
Common stock issued for convertible debt	$ 5,792,460

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Co-Diagnostics, Inc. (“Company,” “CDI,” “we”), a Utah corporation headquartered in Salt Lake City, Utah, is a molecular diagnostics company formed in April, 2013 that develops, manufactures and markets a new diagnostics technology. The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiary. All intercompany account balances and transactions have been eliminated in consolidation. We entered into a joint venture agreement with a company in India for the purpose of setting up a manufacturing location in India of our products and for distribution of our products in India. We invested $60,000 in 2017 for our 50% interest in the joint venture. We determined that we had a variable interest in the joint venture company, which is considered a variable interest entity, but that we were not the primary beneficiary as the power to direct the significant activities of the joint venture company are shared. Therefore, we used the equity method of accounting to record our investment in the joint venture. Our equity method investees are recorded in other long-term assets in the accompanying consolidated balance sheet. Our share of earnings or losses from equity method investees is included in other losses in the accompanying consolidated statements of operations. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary. Profits from the partnership shall be divided as follows: Profit Level CDI Share Partner Share Up to $1,000,000 50 % 50 % $1,000,000-$2,000,000 60 % 40 % $2,000,000-$3,000,000 70 % 30 % Above $3,000,000 80 % 20 % The joint venture partner will be reimbursed for some expenses, such as approximately $30,000 for office space. If the joint venture needs additional funding, it will be achieved through loans obtained by the joint venture, or if loans are not available on commercially reasonable terms, from capital contributions. There is no term to the joint venture agreement but it can be dissolved by mutual agreement or by one party upon a material breach by the other party. Basis of Presentation The accompanying audited consolidated financial statements of Co-Diagnostics, Inc. have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reverse Stock Split On May 24, 2017 the Company affected an 11 to 1 reverse stock split. The statements in this report have been prepared showing the effect as of the beginning of the periods included. Initial Public Offering On July 12, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with WallachBeth Capital, LLC and Network 1 Financial Securities, Inc. (the “Underwriters”), related to the Company’s initial public offering of 1,178,533 shares of the Company’s common stock, at a price of $6.00 per share, less $0.60 constituting the underwriting commissions and expense allowance. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase up to an additional 176,780 shares of common stock to cover over-allotments, if any. Total gross proceeds from the offering were $7,071,192 and the Company received net proceeds after costs of $5,977,924. Coincident with the closing of the IPO, the Company retired all of its principal debt of $3,440,440 and $283,423 of accrued interest through the issuance of 857,047 shares of common stock. Significant Account Policies Cash and Cash Equivalents The Company considers all cash on hand and in banks, and highly liquid investments to be cash equivalents. At December 31, 2017, the Company had $3,284,454 in bank balances in excess of amounts insured by the Federal Deposit Insurance Corporation. Included in cash and cash equivalents are $2,200,288 in short-term federally insured certificates of deposits. At December 31, 2016, the Company had $748,737 in bank balances in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on cash and cash equivalents. Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized. Equity-Method Investments Our equity method investments are initially recorded at costs and are included in other long-term assets in the accompanying consolidated balance sheet. We adjust the carrying value of our investment based on our share of the earnings or losses in the periods which they are reported by the investee until the carrying amount is zero. The earnings or losses are included in other losses in the accompanying consolidated statements of operations. In 2017, we entered into a joint venture agreement with Synbiotocs Limited, a pharmaceutical manufacturing company in India, for the purpose of setting up a manufacturing location of our products in India and for distribution of our products in India. We invested $60,000 in 2017 for our 50% interest in the joint venture, CoSara. We determined that we had a variable interest in the joint venture company, which is considered a variable interest entity, but that we were not the primary beneficiary as the power to direct the significant activities of the joint venture company are shared. Therefore, we used the equity method of accounting to record our investment in the joint venture. Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the years ending December 31, 2017 and 2016, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. As of December 31, 2017 and 2016, there were 1,028,969 and 634,727 potentially dilutive shares, respectively. Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes-Merton option-pricing model (the “Black-Scholes Model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company estimates forfeitures at the time of grant and revises its estimate in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of stock options or other equity instruments to employees and non-employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued or the fair market value of the services provided. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each reporting period. Income Taxes We account for income taxes in accordance with the asset and liability method of accounting for income taxes prescribed by ASC Topic 740. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Research and Development Research and development costs are expensed when incurred. The Company expensed $1,003,167 and $731,474 of research and development costs for the years ended December 31, 2017 and 2016, respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. Fair Value Measurements The carrying amounts of our accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturities. The aggregate carrying amount of the notes payable approximates fair value as the individual notes bear interest at market interest rates and there has not been a significant change in our operations and risk profile. Patents and Intangibles Patents represent initial legal costs incurred to apply for United States and international patents on the diagnostic testing technology, and are amortized on a straight-line basis over their useful life of approximately 20 years. We have filed patent applications in the United States and foreign countries. As of March 19, 2018, the U.S. Patent and Trademark Office or PTO had approved three patents. Additionally, we had two pending patent applications, including U.S. and foreign counterpart applications. While we are unsure whether we can develop the technology in order to obtain the full benefits of the issued patents, the patents themselves hold value and could be sold to companies with more resources to complete the development. On-going legal expenses incurred for patent follow-up have been expensed from April 2013 forward. Long-Lived Assets We review our long-lived assets, including patents, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future un-discounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, then the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined by using cash flow analyses and other market valuations. After our review at December 31, 2017, it was determined that no adjustment was required. Customer Leased Equipment Customer leased equipment is capitalized and depreciated using the straight-line method over the estimated useful life of the equipment, generally from three to five years. The expense for the depreciation on this equipment is included in cost of sales. The company typically retains ownership of this equipment. Revenue Recognition We recognize revenue when evidence exists that there is an arrangement between us and our customers, delivery of products sold or service has occurred, the selling price to our customers is fixed and determinable with required documentation, and collectability is reasonably assured. We recognize as deferred revenue, payments made in advance by customers for products not yet provided. In instances where we have entered into license agreements with a third parties to use our technology within their product offering, we recognize any base or prepaid revenues over the term of the agreement and any per occurrence or periodic usage revenues in the period they are earned. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Recently Issued Accounting Standards In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) In January 2017, the FASB has issued (“ASU”) No. 2017-03. Investments — Equity Method and Joint Ventures (Topic 323) This standard addresses specific guidance on applying the equity method of accounting to investments in partnerships, unincorporated joint ventures and limited liability companies. The new authoritative guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. This update was issued with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The update is not expected to have a significant impact on the Company’s financial statements. In May 2014, the FASB issued ASU No. 2014-09: "Revenue from Contracts with Customers (Topic 606)" which supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition", and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2017. The Company will apply the guidance when recognizing revenue, but the update is not expected to have a significant impact on the Company’s financial statements since the Company’s revenue is currently immaterial.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 2 - NOTES PAYABLE	The recorded value of our notes payable (net of debt discount) for the years ending December 31, 2017 and 2016, were as follows: December 31, 2017 December 31, 2016 Notes payable, net of debt discount R. Phillip Zobrist Convertible Note $ -- $ 99,664 Pine Valley Investments, LLC. Revolving Line of Credit Promissory Note -- 86,000 Legends Capital Opportunity Fund, LLC Convertible Notes -- 25,000 Robert Salna Convertible Promissory Note -- 192,427 December 2016 Notes Payable -- 105,000 Zika Diagnostics, Inc. -- 445,000 Bridge Notes Payable -- 1,603,804 Total -- 2,556,895 Less Current Portion -- (2,111,895 ) Total Long-term $ -- $ 445,000 Notes payable (related party), net of debt discount Co Diagnostics, Ltd. Revolving Line of Credit Promissory Note $ -- $ 609,940 Legends Capital Group, LLC Convertible Note -- 99,737 Clavo Rico Promissory Note -- 10,000 Legends Capital Group, LLC. Revolving Line of Credit Promissory Note -- 10,000 Hamilton Mining Resources, Inc. Revolving Line of Credit Promissory Note -- 66,000 Machan 1988 Property Trust Revolving Line of Credit Promissory Note -- 41,500 Total Related Party -- 837,177 Less Current Portion Related Party -- (837,177 ) Total Long-term Related Party $ -- $ -- Beaufort Capital Partners, LLC On May 15, 2015, the Company entered into a $500,000 Convertible Promissory Note with Beaufort Capital Partners, LLC. The note bore a 12% annual interest rate and is due monthly. The principal was due on April 30, 2016, and because it was not paid, the note was in default. The holder filed a lawsuit in Third District Court in Salt Lake City, Utah and was awarded a judgment on June 6, 2016. The holder agreed to forbear any collection proceedings pursuant to a Forbearance Agreement dated August 8, 2016, through October 31, 2016, in consideration of interest payments which have been made since the Forbearance Agreement was executed. The note contained a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $8.25 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder. The conversion feature was not accounted for as a derivative because it was not deemed to be beneficial. In addition, the equity and liability components of the convertible note were not separately accounted for since the conversion price did not bear any relationship to the value of the privately held stock rendering the exercise of the conversion feature improbable. In addition, the Note contained an adjustment provision effective in the event of stock dividends, splits and combinations that adjusts the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. The Company had received $490,000 on the origination date with $10,000 being withheld as points paid by the Company, additionally the Company paid a $25,000 finders fee. The $35,000 represented by the points and finders fee had been recorded as a discount to the principal of the note and was accreted over the term of the note. In December, 2016, the holder agreed to convert the $500,000 principal of the note along with $83,500 of unpaid accrued interest into the Company’s Bridge Notes Payable detailed below. For the year ended December 31, 2016, $12,066 was accreted for the note discount and included in interest expense. Interest of $91,000 related to the note principal was included in interest expense for the year ended December 31, 2016. For the year ended December 31, 2016 we made cash payments totaling $10,000 in accrued interest. R. Phillip Zobrist Convertible Note On December 1, 2015, the Company entered into a $100,000 Convertible Promissory Note with R. Phillip Zobrist. The note bore an 8.5% annual interest rate and was due semi annually. The principal was due on September 30, 2017. The note contains a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $11.00 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder. The conversion feature was not accounted for as a derivative because it was not deemed to be beneficial. In addition, the equity and liability components of the convertible note were not separately accounted for since the conversion price did not bear any relationship to the value of the privately held stock rendering the exercise of the conversion feature improbable. In addition, the Note contains an adjustment provision effective in the event of stock dividends, splits and combinations that adjusts the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $100,000 principal and $13,718 of accrued and unpaid interest into 23,691 shares of our common stock at a conversion price of $4.80 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $28,528. The note holder also received a warrant to purchase up to 4,545 shares of our common stock at a price of the lesser of $11.00 or the offering price of an initial public offering of the Company common stock during the term of the warrant. The warrant expires on November 12, 2020, the Company calculated a note discount for the value of the warrant received by the note holder of $824 using a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 1.59%, (ii) expected life (in years) of 5; (iii) expected volatility of 97.60%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.638. The $824 valuation of warrant was accreted over the term of the note and for the years ended December 31, 2017 and 2016, $236 and $451, respectively was included in interest expense. Interest of $4,510 and $8,500 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2106, respectively. Pine Valley Investments, LLC. Revolving Line of Credit Promissory Note On December 30, 2015, the Company entered into a Revolving Line of Credit Promissory Note with Pine Valley Investments, LLC, a Utah limited Liability Company, with a maximum limit on advances of $100,000. The note bore a 12% annual interest rate on advances received. All accrued and unpaid interest along with the total sum of any outstanding advances were due on September 30, 2017. The note holder agreed that in the event the Company was able to file a Registration Statement for an Initial Public Offering to include the Note principal and accrued interest outstanding on the filing date with the Registration Statement to convert all of the Note principal and accrued interest to common stock of the Company. At December 31, 2016, the Company had net outstanding balances due on advances received of $86,000. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $86,000 principal and $9,626 of accrued and unpaid interest in to 22,768 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $40,982. Interest of 3,845 and $5,826 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Legends Capital Opportunity Fund, LLC Convertible Notes In August 2016, the Company entered into two convertible promissory notes with Legends Capital Opportunity Fund, LLC. At June 30, 2017 the aggregate principal due on these notes was $25,000. The notes bore interest at the rate of 10% per annum and were due on December 31, 2017. The notes provided that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share. In addition, the Notes contained an adjustment provision effective in the event of stock dividends, splits and combinations that adjusts the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $25,000 principal and $2,186 of accrued and unpaid interest in to 7,615 shares of our common stock at a conversion price of $3.57 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $18,504. Interest of $1,313 and $874 related to the notes principal was included in interest expense for the years ended December 31, 2017and 2016, respectively. Robert Salna Convertible Promissory Note In September 2016, the Company entered into a convertible promissory note in the principal amount of $200,000, with Robert Salna. The note bore interest at the rate of 10% per annum and was due on December 31, 2017. The note provided that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of the lesser of $8.25 per share or a discount of 15% to the conversion price of a bridge financing, which bridge financing, was completed on December 12, 2016. In addition, the Note contained an adjustment provision effective in the event of stock dividends, splits and combinations that adjusted the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. The Company paid a $10,000 finder’s fee which had been recorded as a discount to the principal of the note and was accreted over the term of the note. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $200,000 principal and $16,833 of accrued and unpaid interest in to 60,738 shares of our common stock at a conversion price of $3.57 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $151,184. For the years ended December 31, 2017 and 2016, $3,983, and $2,427 respectively, was accreted for the note discount and included in interest expense. Interest of $10,500 and $6,333 related to the note principal was included in interest expense for the years December 31, 2017and 2016, respectively. December 2016 Notes Payable In December 2016, the Company entered into convertible promissory notes with two individuals and one company in the aggregate of $105,000. The notes bore interest at the rate of 10% per annum and were due on December 31, 2017. The notes provided that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of the lesser of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share. In addition, the Note contained an adjustment provision effective in the event of stock dividends, splits and combinations that adjusted the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holders converted the $105,000 principal and $6,333 of accrued and unpaid interest into 26,508 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $47,715. Interest of $5,571 and $762 related to the notes principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Zika Diagnostics, Inc. Note Payable On October 11, 2016, the Company entered into an exclusive license agreement with Watermark Group, Inc., a Nevada corporation, (“Watermark”) which granted the exclusive license to sell the Company’s proprietary molecular diagnostic tests for the Zika virus and other mosquito borne illnesses in exchange for an initial royalty of $500,000 and a royalty of 10% of net sales. The license was cancelled as described hereafter. Also as part of the transaction the Company entered into a stock purchase agreement with the major shareholder of Watermark for the purchase of 3,600,000 shares of common stock in Watermark for $55,000, which constituted a controlling interest in Watermark. Watermark subsequently changed its name to Zika Diagnostics, Inc. contemporaneously, with the execution of those two agreements, Watermark secured an investment of $1.05 million from an individual for the purchase of shares of Watermark, $0.5 million of which was paid to the Company pursuant to the exclusive license agreement as an initial royalty payment. As an integral part of the license agreement and the stock purchase agreement, the Company required that Watermark be debt free for the transaction to close. It was represented that a related party loan (“Related Note”) on the books of Watermark as of July 31, 2016 in the approximate amount of $172,000 plus accrued interest was satisfied. The Company was furnished written documentation from what was purported to be the then holder of the Related Note (“Tide Pool Ventures”) and a written confirmation from the original holder of the Related Note (“P&G Holdings”) that the debt was satisfied. The seller of the Watermark stock purchased by the Company also represented that the Related Note was satisfied as a condition to the stock purchase agreement. On or about January 10, 2017, the Company and Watermark were notified by P&G Holdings that the Related Note was not only still outstanding, but that it was in default and payment was demanded. On January 31, 2017, P&G Holdings filed a lawsuit in Federal District Court in New York demanding payment of the Related Note, all accrued interest thereon and attorney’s fees and that stock be issued such that P&G Holdings would own 80% of the issued and outstanding shares of stock of Watermark. During the investigation undertaken by the Company to determine why the Note was still outstanding it was discovered that the written confirmation originally furnished to the Company by P&G Holdings appeared to have been forged, that the Related Note had never been transferred to Tide Pool Ventures, and that there were documents requesting issuances of stock from the Watermark transfer agent that appeared to have forged signatures of the then president of Watermark. In light of these irregularities, the Company determined that it would unwind the transaction by terminating the license agreement effective as of October 11, 2016 and rescinding the stock purchase, which it did on March 22, 2017. Under the terms of the rescission and cancellation of the license agreement, the Company returned the shares of stock of Watermark that it held to the seller of the stock and agreed to repay a portion of the initial license fee it received. In that connection the Company reversed the amortization of the deferred revenue originally recognized and removed the deferred revenue accounts related to the license agreement to reflect the license termination and in addition removed the investment in Watermark which reflected the cost of the stock purchased ($55,000) and set up a note payable to Watermark of $445,000. The note principal was due December 31, 2020 and was non-interest bearing. On March 20, 2017, a new note was entered into, replacing the previous note for the $445,000 principal balance due, for which the maturity date was September 30, 2017 and established an annual interest rate of 12%. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $445,000 principal and $17,800 of accrued and unpaid interest into 77,133 shares of our common stock at a conversion price of $6.00 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a gain on extinguishment of debt of $2. For the year ended December 31, 2017, $17,800 was included in interest expense. Bridge Notes Payable In December 2016, the Company entered into convertible promissory notes with six individuals and five companies, in the aggregate principal amount of $1,683,500 which consisted of (a) $1,100,000 of new investor funding and (b) $583,500 representing the satisfaction of the $500,000 note principal plus $83,500 of accrued interest on the Beaufort Capital Partners, LLC Convertible Note. The notes bore interest at the rate of 15% per annum and were due in June 2017. The notes provided that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of the lesser of $8.25 per share or seventy percent (70%) of the initial public offering (“IPO”) price per share. The notes were secured by all of the assets of the Company. The Company (i) received $1,041,000 in cash (net of $59,000 in commissions withheld) and, (ii) converted $583,500 of principal and interest from the Beaufort Capital Partners, LLC Convertible Note mentioned above. The Company agreed to register the shares underlying the bridge notes and the warrants underlying the bridge notes. The transaction documents contained negative covenants that included restrictions on the repayment of debt and issuance of dividends, restrictions on new debt (including restrictions on variable rate loans) and new security interests on the Company’s assets and other customary restrictions. In addition, the Notes contained an adjustment provision effective in the event of stock dividends, splits and combinations that adjusted the conversion price such that the holder would receive the same number of shares of stock upon conversion that holder would have had after the stock adjustment event if the conversion had taken place prior to the stock adjustment event. On July 12, 2017 the note holders converted the $1,683,500 principal and $73,651 of accrued and unpaid interest into 418,370 shares of our common stock at a conversion price of $4.20 per share. Additionally, we paid two note holders an aggregate of $23,055 for accrued and unpaid interest. The note holders also received warrants to purchase up to an aggregate of 102,039 shares of our common stock which would be exercisable at a price of eighty-five percent (85%) of the Company’s IPO price per share. The warrants expire in December 2021. The Company calculated a note discount for the value of the warrants received by the note holders of $11,914 using a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 1.96%, (ii) expected life (in years) of 5; (iii) expected volatility of 80.49%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.638. In addition, the warrants contain an adjustment provision effective in the event of stock dividends, splits and combinations that adjusts the exercise price and number of shares such that the holder would receive the same number of shares of stock upon exercise at an equivalent purchase price that holder would have had after the stock adjustment event if the exercise had taken place prior to the stock adjustment event. Upon any default of the notes for non-payment, any bankruptcy event or breach of the note or other transaction documents, the Company may be liable to pay a default redemption amount equal to 130% of the amount due under the note and deliver an additional warrant to purchase 50% of the common stock issuable upon conversion of the notes. The Company may have to issue additional warrants due to stock dividends, stock splits, reclassification or other actions such as a merger or reorganization of the Company. If, at any time when the notes or warrants issued to the bridge note holders, the Company issues any common stock or common stock equivalents at a lower conversion or exercise price, the conversion or exercise price of the notes and/or warrants shall be reduced to such lower conversion or exercise price. Additionally, the Company paid $15,000 in loan preparation fees. The $59,000 withheld as finder’s fees, the $11,914 warrant valuation and the $15,000 for loan preparation have all been recorded as a discount to the principal of the note had been accreted over the term of the note. For the years ended December 31, 2017 and 2016, $79,696 and $6,218 respectively, was accreted for the note discount and included in interest expense. Interest of $132,691 and $10,700 related to the note principal was included in interest expense for the years ended December 31, 2017and 2016, respectively. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holders converted the outstanding aggregate principal of $1,683,500 plus $73,651 of accrued interest into 418,369 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the notes resulted in a loss on extinguishment of debt of $1,403,241. Additionally, because the Company had not retired the notes on the original due date of June 12, 2017, the Company agreed to increase the number of warrants from 50% of the shares issuable to the note holders upon conversion to 75% of the shares issuable to the note holders upon conversion. Based on the price per share of the IPO and the note extension agreements, the Company issued an additional aggregate of 211,740 warrants valued at $578,706 to the note holders pursuant to the terms of the Bridge Notes and note extension agreements. The warrants expire on December 29, 2021. The Company calculated the value of the warrants received by the note holders using a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 1.90%, (ii) expected life (in years) of 4.5; (iii) expected volatility of 46.41%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $6.00. Co Diagnostics, Ltd. Revolving Line of Credit Promissory Note On August 1, 2015, the Company entered into a Revolving Line of Credit Promissory Note with Co Diagnostics, Ltd a Turks and Caicos limited company, with a maximum limit on advances of $750,000. Co Diagnostics, Ltd. is a greater than 20% shareholder of the Company. The note bore a 12% annual interest rate on advances received. All accrued and unpaid interest along with the total sum of any outstanding advances were due on September 30, 2017. The note holder agreed that in the event the Company was able to file a Registration Statement for an Initial Public Offering on or before December 31, 2016, the note holder agreed to include the Note principal and accrued interest outstanding on the filing date with the Registration Statement to convert all of the Note principal and accrued interest to common stock of the Company. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $609,940 principal and $112,633 of accrued and unpaid interest into 172,041 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $309,673. Interest of $38,502 and $63,371 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Legends Capital Group, LLC Convertible Note On November 12, 2015, the Company entered into a $100,000 Convertible Promissory Note with Legends Capital Group, LLC, a Utah limited liability company . On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $100,000 principal and $14,143 of accrued and unpaid interest in to 23,780 shares of our common stock at a conversion price of $4.80 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $28,614. The note holder also received a warrant to purchase up to 4,545 shares of our common stock at a price of the lesser of $16.50 or the offering price of an initial public offering of the Company common stock during the term of the warrant. In addition, the warrants contain an adjustment provision effective in the event of stock dividends, splits and combinations that adjusts the exercise price and number of shares such that the holder would receive the same number of shares of stock upon exercise at an equivalent purchase price that holder would have had after the stock adjustment event if the exercise had taken place prior to the stock adjustment event. The warrant expires on November 12, 2020, the Company calculated a note discount for the value of the warrant received by the note holder of $665 using a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 1.67%, (ii) expected life (in years) of 5; (iii) expected volatility of 97.71%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.638. The $665 valuation of warrant had been accreted over the term of the note and for the years December 31, 2017 and 2016, $186 and $354, respectively was included in interest expense for the note discount. Interest of $4,510 and $8,500 related to the note principal was included in interest expense for the years ended December 31, 2017and 2016, respectively. Clavo Rico Promissory Note In February 2016, the Company entered into a promissory note in the principal amount of $10,000 with Clavo Rico Inc. a Utah corporation. The president of Clavo Rico is an officer of the Company. The note bore interest at the rate of 12% per annum with an amended maturity date of September 30, 2017. On September 14, 2016 we amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if the Company were to file a Registration Statement. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $10,000 principal and $1,660 of accrued and unpaid interest in to 2,776 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $4,996. Interest of $631 and $1,029 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Legends Capital Group, LLC. Revolving Line of Credit Promissory Note In March 2016, the Company entered into a revolving line of credit promissory note Legends Capital Group, LLC in the principal amount of $100,000. The investor is a principal shareholder of ours and owns approximately 12% of the issued and outstanding shares of the Company. The note bore interest at the rate of 12% per annum with an amended maturity date of September 30, 2017. At December 31, 2016, the company had net outstanding advances due of $10,000 under the line of credit. On September 14, 2016, the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $10,000 principal and $6,112 of accrued and unpaid interest in to 3,836 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $6,904. Interest of $631 and $5,481 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Hamilton Mining Resources, Inc. Revolving Line of Credit Promissory Note In May 2016, the Company entered into a revolving line of credit promissory note with Hamilton Mining Resources Inc. in the principal amount of $75,000. The president of Hamilton is an officer of the Company. The note bore interest at the rate of 12% per annum and an amended maturity date of September 30, 2017. At both June 30, 2017 and 2016, the Company had net outstanding advances due of $66,000 under the line of credit. On September 14, 2016, the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement. On July 12, 2017, the Company concluded an initial public offering. Coincident with the closing of the IPO, the Company retired all of its principal debt and outstanding accrued interest through the issuance of common stock. The note holder converted the $66,000 principal and $8,726 of accrued and unpaid interest in to 17,792 shares of our common stock at a conversion price of $4.20 per share. The fair value of the shares issued in this exchange less the carrying value of the note resulted in a loss on extinguishment of debt of $32,026. Interest of $4,202 and $4,524 related to the note principal was included in interest expense for the years ended December 31, 2017 and 2016, respectively. Machan 1988 Property Trust Revolving Line of Credit Promissory Note In May 2016, the Company entered into a revolving line of credit promissory note with Machan 1988 Property Trust in the principal amount of $50,000. The Trustee of the Trust is a member of the Company’s Board of Directors. The note bore interest at the rate of 12% per annum. At December 31, 2016, the Company had net outstanding advances due of $41,500 under the line of credit. On September 14, 2016, the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if the Company were to file a Registration Statement before December 31, 2016. The Company did no

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 3 - STOCK-BASED COMPENSATION	Stock Incentive Plans Under the Co-Diagnostics, Inc. 2015 Long-term Incentive Plan (the “2015 Plan”), the board of directors may issue incentive stock options, share equivalents such as restricted stock awards, stock bonus awards, performance shares and restricted stock units to employees and directors and non-qualified stock options to consultants of the company. Options generally expire ten years after being granted. Options granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a three-year vesting schedule upon anniversary date of the grant with the first 1/3 vesting on the grant date. Should an employee terminate before the vesting period is completed, the unvested portion of each grant is forfeited. The Company has used the Black-Scholes valuation model to estimate fair value of our stock-based awards, which requires various judgmental assumptions including estimated stock price volatility, forfeiture rates, and expected life. Our computation of expected volatility is based on market-based implied volatility. The 2015 Plan reserves an aggregate of 6,000,000 shares. The number of unissued stock options authorized under the 2015 Plan at December 31, 2017 was 5,677,293. Stock Options There were 61,335 and 163,641 options granted in the years ended December 31, 2017 and 2016, respectively. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected option term. In determining the expected volatility our computation is based the stock prices of 3 comparable companies and is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the option. The fair values for the options granted were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Year Ended December 31, 2017 Year Ended December 31, 2016 Risk free interest rate 1.53 % 1.52 % Expected life (in years) 5.0 5.5 Expected volatility 45.54 % 95.24 % Expected dividend yield 0.00 % 0.00 % Stock price $ 3.85 $ 0.638 Included in stock based compensation for the year ended December 31, 2016, the Company recognized $69,565 of stock based compensation expense recorded in our general and administrative department of which (i) $51,432 for options granted to 10 employees and one consultant of the company to purchase an aggregate of 163,641 shares of our common stock and (ii) $18,133 for the vesting of options which had been granted prior to January 1, 2016. The following table summarizes option activity during the years ended December 31, 2017 and December 31, 2016, respectively. Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2016 136,369 $ 0.55 $ 0.49 9.05 Options granted 163,641 0.55 0.49 9.04 Expired -- -- -- -- Forfeited options (38,638 ) 0.55 0.49 8.04 Exercised -- -- -- -- Outstanding at December 31, 2016 261,372 $ 0.55 $ 0.49 8.63 Options granted 61,335 3.85 1.59 4.60 Expired -- -- -- -- Forfeited options -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2017 322,707 $ 1.29 $ 0.70 7.05 Warrants The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each associated underlying contract, as earned. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected warrant term. In determining the expected volatility our computation is based the stock prices of 3 comparable companies and is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant. There were 595,133 and 102,039 warrants issued in the years December 31, 2017 and 2016, respectively. The fair values for the warrants issued were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: Year Ended December 31, 2017 Year Ended December 31, 2016 Risk free interest rate 1.89 % 1.96 % Expected life (in years) 4.7 5.0 Expected volatility 46.80 % 80.49 % Expected dividend yield 0.00 % 0.00 % Stock price $ 2.98 $ 0.638 The weighted average fair value of warrants issued during the years ended December 31, 2017 and 2016 was $1.74 and $0.11 per share, respectively. Included in stock based compensation for the year ended December 31, 2017, the Company recognized expense of $256,199 recorded in our general and administrative department for 297,727 warrants issued to 2 companies for services rendered. The following table summarizes warrant activity during the years ended December 31, 2017 and 2016, respectively. Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2016 9,090 13.75 0.11 4.90 Warrants issued 102,039 8.25 0.11 5.00 Expired -- -- -- -- Forfeited warrants -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2016 111,129 $ 8.25 $ 0.11 4.91 Warrants issued 595,133 2.91 1.74 4.28 Expired -- -- -- -- Forfeited warrants -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2017 706,262 $ 3.27 $ 1.48 4.22 The following table summarizes information about stock options and warrants outstanding at December 31, 2017. Outstanding Exercisable Weighted Average Remaining Weighted Average Weighted Average Range of Exercise Prices Number Outstanding Contractual Life (years) Exercise Price Number Exercisable Exercise Price $ 0.11-0.55 534,099 5.97 $ 0.33 483,340 $ 0.30 2.00-3.85 86,355 4.63 3.31 86,335 3.31 5.10-7.20 408,535 4.08 5.46 408,535 5.46 $ 0.11-7.20 1,028,969 5.11 $ 2.61 978,210 $ 2.72 Common Stock In the year ended December 31, 2017, the Company issued 399,209 share of our common stock valued at $1,655,500 to 4 companies for consulting services, as stock based compensation. For the year ended December 31, 2017, the Company recognized expense of $813,229 in our general and administrative department for to-date services rendered. Total unrecognized stock-based compensation was $842,271 at December 31, 2017 which the Company expects to recognize in 2018.

LEASE OBLIGATIONS

LEASE OBLIGATIONS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 4 - LEASE OBLIGATIONS	Our offices are located at 2401 S Foothill Dr. Suite D Salt Lake City Utah 84109-1479. The space consists of approximately 7,015 square feet and is leased under a multi-year contract a rate of $11,109 per month expiring on January 31, 2020. For the years December 31, 2017 and 2016, the Company expensed $53,132 and $66,807, respectively for rent. The Company’s lease rent obligation is as follows: Year Amount 2018 $ 133,308 2019 133,308 2020 11,109 Total $ 277,725

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 5 - RELATED PARTY TRANSACTIONS	The Company acquired the exclusive rights to the Co-Primer technology pursuant to a license agreement dated April 2014, between us and DNA Logix, Inc., which was assigned to Dr. Satterfield prior to our acquisition of DNA Logix, Inc. Pursuant to the license the Company was to pay Dr. Satterfield minimum royalty payments of $30,000 per month until the Company receives an equity funding of at least $4,000,000, at which time the payments increase to $60,000 per month for the remainder of the year. The payment terms were orally modified to maintain the monthly royalties at $30,000 per month through December 2016. On March 1, 2017, the Company entered into an amendment effective January 1, 2017, to its Exclusive License Agreement for its Cooperative Primers (“License”) technology with Dr. Satterfield, a member of our Board of Directors. The amendment provides in part that all accrued royalties under the License cease as of January 1, 2017, and we began in January to pay $700,000 of accrued royalties at the rate of $10,000 per month. For the year ended December 31, 2017, the Company included $107,500 as an expense for this license agreement in research and development. For the year ended December 31, 2016, the Company included $360,000 as an expense for this license agreement in research and development. The Company financed operations partly through short term loans with related parties and through the deferral of payment to related parties for expenses incurred. At December 31, 2017, the Company accrued $480,000 in expenses for technology royalties payable to Dr. Satterfield. At December 31, 2016, the Company accrued $690,168 in expenses and had accounts payable of $75,000 for technology royalties, consulting fees, and interest on related party debts. In addition the Company had notes outstanding from six related party entities totaling $837,177.

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 6 - EQUITY	2017 For the year ended December 31, 2017, the Company issued warrants to purchase 595,133 shares of our common stock with a weighted average exercise price of $2.91 with an aggregate value of $1,035,624 as follows: (i) 297,727 for consulting services to two companies, (ii) 211,740 for debt conversion to six individuals and four companies, and (iii) 85,666 for agency fees related to equity funding to four companies. In the year ended December 31, 2017, the Company issued 2,434,789 shares of common stock as follows: (i) 1,178,533 shares related to the sale of equity, (ii) 857,047 shares associated with the conversion of debt, and (iii) 399,209 shares for services rendered. 2016 For the year ended December 31, 2016, the Company issued warrants to purchase 102,039 shares of our common stock with an exercise price of $8.25 to eleven entities related to the funding received on our Bridge Notes Payable with an aggregate value of $11,914.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 7 - INCOME TAXES	Net deferred tax assets consist of the following components as of December 31, 2017 and 2016: 2017 2016 Deferred tax assets NOL carry-forward $ 2,537,300 $ 1,550,900 Sec 179 carry-forwards 1,600 2,400 Depreciation 2,500 43,200 Valuation allowance (2,541,400 (1,596,500 ) Net deferred tax asset $ -- $ -- The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following: 2017 2016 Book loss $ (1,809,400 ) $ (752,200 ) Depreciation 4,900 (9,700 ) Meals and entertainment 1,100 400 Other non-deductible expenses 359,300 63,800 Change in valuation allowance 1,444,100 697,700 $ - $ - At December 31, 2017, the Company had net operating loss carry-forwards of approximately $9,759,000 that may be offset against future taxable income from the year 2018 through 2034. No tax benefit has been reported in the December 31, 2017 and 2016, consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Additionally, DNA Logix, Inc. is a pass through entity and therefore no provision or liability for federal income tax has been included in the consolidated financial statements for that entity. Due to change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. The Company’s policy on the classification of interest and penalties related to income taxes is to recognize the interest and penalties in the period incurred. There were no penalties or interest incurred for the years ending December 31, 2017 and 2016, related to income taxes.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 8 - SUBSEQUENT EVENTS	The Company evaluated subsequent events pursuant to ACS Topic 855 and determined that there are no additional events that need to be reported.

ORGANIZATION AND SUMMARY OF S15

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
Organization And Summary Of Significant Accounting Policies Policies
Cash and Cash Equivalents	The Company considers all cash on hand and in banks, and highly liquid investments to be cash equivalents. At December 31, 2017, the Company had $3,284,454 in bank balances in excess of amounts insured by the Federal Deposit Insurance Corporation. Included in cash and cash equivalents are $2,200,288 in short-term federally insured certificates of deposits. At December 31, 2016, the Company had $748,737 in bank balances in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on cash and cash equivalents.
Inventory	Inventory is stated at the lower of cost or market. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose.
Accounts Receivable	Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected.
Property and Equipment	Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized.
Equity-Method Investments	Our equity method investments are initially recorded at costs and are included in other long-term assets in the accompanying consolidated balance sheet. We adjust the carrying value of our investment based on our share of the earnings or losses in the periods which they are reported by the investee until the carrying amount is zero. The earnings or losses are included in other losses in the accompanying consolidated statements of operations. In 2017, we entered into a joint venture agreement with Synbiotocs Limited, a pharmaceutical manufacturing company in India, for the purpose of setting up a manufacturing location of our products in India and for distribution of our products in India. We invested $60,000 in 2017 for our 50% interest in the joint venture, CoSara. We determined that we had a variable interest in the joint venture company, which is considered a variable interest entity, but that we were not the primary beneficiary as the power to direct the significant activities of the joint venture company are shared. Therefore, we used the equity method of accounting to record our investment in the joint venture.
Earnings (Loss) per Share	Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the years ending December 31, 2017 and 2016, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. As of December 31, 2017 and 2016, there were 1,028,969 and 634,727 potentially dilutive shares, respectively.
Stock-based Compensation	The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes-Merton option-pricing model (the “Black-Scholes Model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company estimates forfeitures at the time of grant and revises its estimate in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of stock options or other equity instruments to employees and non-employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued or the fair market value of the services provided. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each reporting period.
Income Taxes	We account for income taxes in accordance with the asset and liability method of accounting for income taxes prescribed by ASC Topic 740. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Research and Development	Research and development costs are expensed when incurred. The Company expensed $1,003,167 and $731,474 of research and development costs for the years ended December 31, 2017 and 2016, respectively.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates.
Fair Value Measurements	The carrying amounts of our accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their immediate or short-term maturities. The aggregate carrying amount of the notes payable approximates fair value as the individual notes bear interest at market interest rates and there has not been a significant change in our operations and risk profile.
Patents and Intangibles	Patents represent initial legal costs incurred to apply for United States and international patents on the diagnostic testing technology, and are amortized on a straight-line basis over their useful life of approximately 20 years. We have filed patent applications in the United States and foreign countries. As of March 19, 2018, the U.S. Patent and Trademark Office or PTO had approved three patents. Additionally, we had two pending patent applications, including U.S. and foreign counterpart applications. While we are unsure whether we can develop the technology in order to obtain the full benefits of the issued patents, the patents themselves hold value and could be sold to companies with more resources to complete the development. On-going legal expenses incurred for patent follow-up have been expensed from April 2013 forward.
Long-Lived Assets	We review our long-lived assets, including patents, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future un-discounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, then the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined by using cash flow analyses and other market valuations. After our review at December 31, 2017, it was determined that no adjustment was required.
Customer Leased Equipment	Customer leased equipment is capitalized and depreciated using the straight-line method over the estimated useful life of the equipment, generally from three to five years. The expense for the depreciation on this equipment is included in cost of sales. The company typically retains ownership of this equipment.
Revenue recognition	We recognize revenue when evidence exists that there is an arrangement between us and our customers, delivery of products sold or service has occurred, the selling price to our customers is fixed and determinable with required documentation, and collectability is reasonably assured. We recognize as deferred revenue, payments made in advance by customers for products not yet provided. In instances where we have entered into license agreements with a third parties to use our technology within their product offering, we recognize any base or prepaid revenues over the term of the agreement and any per occurrence or periodic usage revenues in the period they are earned.
Related-Party Transactions	Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.
Recently Issued Accounting Standards	In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) In January 2017, the FASB has issued (“ASU”) No. 2017-03. Investments — Equity Method and Joint Ventures (Topic 323) This standard addresses specific guidance on applying the equity method of accounting to investments in partnerships, unincorporated joint ventures and limited liability companies. The new authoritative guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. This update was issued with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The update is not expected to have a significant impact on the Company’s financial statements. In May 2014, the FASB issued ASU No. 2014-09: "Revenue from Contracts with Customers (Topic 606)" which supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition", and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2017. The Company will apply the guidance when recognizing revenue, but the update is not expected to have a significant impact on the Company’s financial statements since the Company’s revenue is currently immaterial.

ORGANIZATION AND SUMMARY OF S16

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2017
Organization And Summary Of Significant Accounting Policies Tables
Profits from the partnership	Profit Level CDI Share Partner Share Up to $1,000,000 50 % 50 % $1,000,000-$2,000,000 60 % 40 % $2,000,000-$3,000,000 70 % 30 % Above $3,000,000 80 % 20 %

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2017
Notes Payable Tables
Notes payable	December 31, 2017 December 31, 2016 Notes payable, net of debt discount R. Phillip Zobrist Convertible Note $ -- $ 99,664 Pine Valley Investments, LLC. Revolving Line of Credit Promissory Note -- 86,000 Legends Capital Opportunity Fund, LLC Convertible Notes -- 25,000 Robert Salna Convertible Promissory Note -- 192,427 December 2016 Notes Payable -- 105,000 Zika Diagnostics, Inc. -- 445,000 Bridge Notes Payable -- 1,603,804 Total -- 2,556,895 Less Current Portion -- (2,111,895 ) Total Long-term $ -- $ 445,000 Notes payable (related party), net of debt discount Co Diagnostics, Ltd. Revolving Line of Credit Promissory Note $ -- $ 609,940 Legends Capital Group, LLC Convertible Note -- 99,737 Clavo Rico Promissory Note -- 10,000 Legends Capital Group, LLC. Revolving Line of Credit Promissory Note -- 10,000 Hamilton Mining Resources, Inc. Revolving Line of Credit Promissory Note -- 66,000 Machan 1988 Property Trust Revolving Line of Credit Promissory Note -- 41,500 Total Related Party -- 837,177 Less Current Portion Related Party -- (837,177 ) Total Long-term Related Party $ -- $ --

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2017
Stock-based Compensation Tables
Fair values of stock options	Year Ended December 31, 2017 Year Ended December 31, 2016 Risk free interest rate 1.53 % 1.52 % Expected life (in years) 5.0 5.5 Expected volatility 45.54 % 95.24 % Expected dividend yield 0.00 % 0.00 % Stock price $ 3.85 $ 0.638
Summary of stock option activity	Options Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2016 136,369 $ 0.55 $ 0.49 9.05 Options granted 163,641 0.55 0.49 9.04 Expired -- -- -- -- Forfeited options (38,638 ) 0.55 0.49 8.04 Exercised -- -- -- -- Outstanding at December 31, 2016 261,372 $ 0.55 $ 0.49 8.63 Options granted 61,335 3.85 1.59 4.60 Expired -- -- -- -- Forfeited options -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2017 322,707 $ 1.29 $ 0.70 7.05
Fair values warrants assumptions	Year Ended December 31, 2017 Year Ended December 31, 2016 Risk free interest rate 1.89 % 1.96 % Expected life (in years) 4.7 5.0 Expected volatility 46.80 % 80.49 % Expected dividend yield 0.00 % 0.00 % Stock price $ 2.98 $ 0.638
Summary of stock warrant activity	Warrants Outstanding Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (years) Outstanding at January 1, 2016 9,090 13.75 0.11 4.90 Warrants issued 102,039 8.25 0.11 5.00 Expired -- -- -- -- Forfeited warrants -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2016 111,129 $ 8.25 $ 0.11 4.91 Warrants issued 595,133 2.91 1.74 4.28 Expired -- -- -- -- Forfeited warrants -- -- -- -- Exercised -- -- -- -- Outstanding at December 31, 2017 706,262 $ 3.27 $ 1.48 4.22
Summary of stock option and warrants outstanding	Outstanding Exercisable Weighted Average Remaining Weighted Average Weighted Average Range of Exercise Prices Number Outstanding Contractual Life (years) Exercise Price Number Exercisable Exercise Price $ 0.11-0.55 534,099 5.97 $ 0.33 483,340 $ 0.30 2.00-3.85 86,355 4.63 3.31 86,335 3.31 5.10-7.20 408,535 4.08 5.46 408,535 5.46 $ 0.11-7.20 1,028,969 5.11 $ 2.61 978,210 $ 2.72

LEASE OBLIGATIONS (Tables)

LEASE OBLIGATIONS (Tables)	12 Months Ended
	Dec. 31, 2017
Lease Obligations Tables
Lease rent obligation	Year Amount 2018 $ 133,308 2019 133,308 2020 11,109 Total $ 277,725

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes Tables
Net deferred tax assets	2017 2016 Deferred tax assets NOL carry-forward $ 2,537,300 $ 1,550,900 Sec 179 carry-forwards 1,600 2,400 Depreciation 2,500 43,200 Valuation allowance (2,541,400 (1,596,500 ) Net deferred tax asset $ -- $ --
Income tax provision	2017 2016 Book loss $ (1,809,400 ) $ (752,200 ) Depreciation 4,900 (9,700 ) Meals and entertainment 1,100 400 Other non-deductible expenses 359,300 63,800 Change in valuation allowance 1,444,100 697,700 $ - $ -

ORGANIZATION AND SUMMARY OF S21

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2017
Up to $1,000,000 [Member]
CDI Share	50.00%
Partner Share	50.00%
$1,000,000-$2,000,000 [Member]
CDI Share	60.00%
Partner Share	40.00%
$2,000,000-$3,000,000 [Member]
CDI Share	70.00%
Partner Share	30.00%
Above $3,000,000 [Member]
CDI Share	80.00%
Partner Share	20.00%

ORGANIZATION AND SUMMARY OF S22

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jul. 12, 2017	May 24, 2017	Dec. 31, 2017	Dec. 31, 2016
Reverse stock split		11 to 1 reverse stock split
Common stock, price per share			$ .001	$ .001
Additional shares of common stock to cover over-allotments			12,317,184	9,882,395
Repayment of notes receivable from related parties			$ 5,977,924
Accrued interest			96,645	$ 101,239
Investment in joint venture			$ 60,000
Interest rate			50.00%
Cash in excess of federal deposit insurance corporation			$ 3,284,454	$ 748,737
Short-term deposits			$ 2,200,288
Potentially dilutive shares			1,028,969	634,727
Research and development cost			$ 1,003,167	$ 731,474
Useful life			20 years
Leased equipment description			Customer leased equipment is capitalized and depreciated using the straight-line method over the estimated useful life of the equipment, generally from three to five years.
Joint Venture agreement [Member]
Investment in joint venture			$ 60,000
Interest rate			50.00%
Reimbursement expenses			$ 30,000
Underwriting Agreement [Member] | WallachBeth CapitalLLC [Member]
Initial public offering, shares	1,178,533
Common stock, price per share	$ 6
Commissions and non-accountable expense allowance, par value	$ 0.60
Exercisable period	45 days
Additional shares of common stock to cover over-allotments	176,780
Proceeds from issuance, initial public offering	$ 7,071,192
Repayment of notes receivable from related parties	5,977,924
Principal debt	3,440,000
Accrued interest	$ 283,000
Common stock shares reserved for future issuance	857,047

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total		$ 2,556,895
Less Current Portion		(2,111,895)
Total Long-term		445,000
R. Phillip Zobrist Convertible Note [Member]
Total		99,664
Pine Valley Investments, LLC. Revolving Line of Credit Promissory Note [Member]
Total		86,000
Legends Capital Opportunity Fund, LLC Convertible Notes [Member]
Total		25,000
Robert Salna Convertible Promissory Note [Member]
Total		192,427
December 2016 Notes Payable [Member]
Total		105,000
Zika Diagnostics Inc [Member]
Total		445,000
Bridge Notes Payable [Member]
Total		$ 1,603,804

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total Related Party		$ 837,177
Less Current Portion Related Party		(837,177)
Total Long-term Related Party
Co Diagnostics, Ltd. Revolving Line of Credit Promissory Note [Member]
Total Related Party		609,940
Legends Capital Group, LLC Convertible Note [Member]
Total Related Party		99,737
Clavo Rico Promissory Note [Member]
Total Related Party		10,000
Legends Capital Group, LLC [Member]
Total Related Party		10,000
Hamilton Mining Resources, Inc. Revolving Line of Credit Promissory Note [Member]
Total Related Party		66,000
Machan 1988 Property Trust Revolving Line of Credit Promissory Note [Member]
Total Related Party		$ 41,500

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	Jul. 12, 2017USD ($)$ / sharesshares	Oct. 11, 2016USD ($)shares	Sep. 14, 2016	Dec. 01, 2015USD ($)	Nov. 12, 2015USD ($)	Aug. 01, 2015USD ($)	May 15, 2015USD ($)	Mar. 20, 2017USD ($)	Jan. 31, 2017	Dec. 31, 2016USD ($)	Sep. 30, 2016USD ($)	Aug. 31, 2016USD ($)Number	Jul. 31, 2016USD ($)	May 31, 2016USD ($)	Mar. 31, 2016USD ($)	Feb. 29, 2016USD ($)	Dec. 30, 2015USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)
Loss on extinguishment of debt																		$ (2,072,365)
Risk free interest rate																		1.53%	1.52%
Expected life																		5 years	5 years 6 months
Expected volatility																		45.54%	95.24%
Expected dividend yield																		0.00%	0.00%
Amount of related party debt satisfied by Watermark																		$ 41,500	$ 70,000
Interest paid																		73,523	10,050
Loss on extinguishment of debt																		2,072,365
Zika Diagnostics Inc [Member]
Common stock shares issuable by Watermark, value		$ 1,050,000
Legends Capital Group, LLC Convertible Note [Member]
Convertible promissory note					$ 100,000
Interest rate					8.50%
Due date					Sep. 30, 2017
Terms of conversion feature					The note contained a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $11.00 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder.
Convertible debt, description					Legends Capital Group is a 12% shareholder of the Company
Debt conversion, principal	$ 100,000
Debt conversion, accrued interest	$ 14,143
Debt conversion converted instrument, shares issued | shares	23,780
Loss on extinguishment of debt	$ (28,614)
Conversion price | $ / shares	$ 4.80
Conversion price, description	lesser of $16.50
Loss on extinguishment of debt	$ 28,614
Clavo Rico Promissory Note [Member]
Convertible promissory note																$ 10,000
Interest rate																12.00%
Due date																Sep. 30, 2017
Terms of conversion feature			we amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if the Company were to file a Registration Statement.
Debt conversion, principal	10,000
Debt conversion, accrued interest	$ 1,660
Interest expense																		$ 631	$ 1,029
Debt conversion converted instrument, shares issued | shares	2,776
Loss on extinguishment of debt	$ (4,996)
Conversion price | $ / shares	$ 4.20
Loss on extinguishment of debt	$ 4,996
Warrant [Member]
Risk free interest rate																		1.89%	1.96%
Expected life																		4 years 8 months 12 days	5 years
Expected volatility																		46.80%	80.49%
Expected dividend yield																		0.00%	0.00%
Warrant [Member] | Legends Capital Group, LLC Convertible Note [Member]
Due date	Nov. 12, 2020
Debt discount	$ 665
Accretion of note discount included in interest expense																		$ 186	$ 354
Interest expense																		4,510	8,500
Common stock shares issuable upon conversion of convertible securities | shares	4,545
Risk free interest rate	1.67%
Expected life	5 years
Expected volatility	97.71%
Expected dividend yield	0.00%
Share price | $ / shares	$ 0.638
Bridge Notes Payable [Member]
Convertible promissory note										$ 1,683,500									$ 1,683,500
Interest rate										15.00%									15.00%
Due date	Jun. 12, 2017									Jun. 30, 2017
Terms of conversion feature										The notes provided that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of the lesser of $8.25 per share or seventy percent (70%) of the initial public offering (“IPO”) price per share
Convertible debt, description										Company entered into convertible promissory notes with six individuals and five companies, in the aggregate principal amount of $1,683,500 which consisted of (a) $1,100,000 of new investor funding and (b) $583,500 representing the satisfaction of the $500,000 note principal plus $83,500 of accrued interest on the Beaufort Capital Partners, LLC Convertible Note
Debt conversion, principal	$ 1,683,500
Debt conversion, accrued interest	$ 73,651
Debt conversion converted instrument, shares issued | shares	418,370
Loss on extinguishment of debt	$ (1,403,241)
Conversion price | $ / shares	$ 4.20
Proceeds from convertible debt, net of commissions										$ 1,041,000
Amount of commissions withheld										$ 59,000
Description for proceeds from convertible debt										The Company (i) received $1,041,000 in cash (net of $59,000 in commissions withheld) and, (ii) converted $583,500 of principal and interest from the Beaufort Capital Partners, LLC Convertible Note mentioned above
Interest paid	$ 23,055
Loss on extinguishment of debt	1,403,241
Bridge Notes Payable [Member] | New investor funding [Member]
Convertible promissory note										$ 1,100,000									$ 1,100,000
Bridge Notes Payable [Member] | Warrant One [Member]
Convertible promissory note	$ 1,683,500
Due date	Dec. 29, 2021
Debt conversion, principal	$ 578,706
Common stock shares issuable upon conversion of convertible securities | shares	211,740
Conversion price | $ / shares	$ 4.20
Risk free interest rate	1.90%
Expected life	4 years 6 months
Expected volatility	46.41%
Expected dividend yield	0.00%
Share price | $ / shares	$ 6
Description for debt default	the Company agreed to increase the number of warrants from 50% of the shares issuable to the note holders upon conversion to 75% of the shares issuable to the note holders upon conversion
Bridge Notes Payable [Member] | Warrant [Member]
Due date	Dec. 31, 2021
Payments for finder's fee	$ 59,000
Debt discount	$ 11,914
Accretion of note discount included in interest expense																		79,696	6,218
Interest expense																		132,691	10,700
Common stock shares issuable upon conversion of convertible securities | shares	102,039
Conversion price, description	price of eighty-five percent (85%) of the Company’s IPO price per share
Risk free interest rate	1.96%
Expected life	5 years
Expected volatility	80.49%
Expected dividend yield	0.00%
Share price | $ / shares	$ 0.638
Description for debt default	Upon any default of the notes for non-payment, any bankruptcy event or breach of the note or other transaction documents, the Company may be liable to pay a default redemption amount equal to 130% of the amount due under the note and deliver an additional warrant to purchase 50% of the common stock issuable upon conversion of the notes
Loan preparation fees	$ 15,000
Zika Diagnostics, Inc. Note Payable [Member] | License agreement [Member]
Convertible promissory note		$ 445,000						$ 445,000
Interest rate								12.00%
Due date		Dec. 31, 2020						Sep. 30, 2017
Debt conversion, principal	445,000
Debt conversion, accrued interest	$ 17,800
Interest expense																		17,800
Debt conversion converted instrument, shares issued | shares	77,133
Loss on extinguishment of debt	$ (2)
Conversion price | $ / shares	$ 6
Royalty receivable		$ 500,000
Royalty, percentage		10.00%
Equity method investment, shares to be acquired under agreement | shares		3,600,000
Equity method investment, value of shares to be acquired under agreement		$ 55,000
Royalty revenue		$ 500,000
Common stock shares returned, value								$ 55,000
Loss on extinguishment of debt	$ 2
Related note [Member] | Zika Diagnostics Inc [Member]
Amount of related party debt satisfied by Watermark													$ 172,000
Litigation, damages sought by P&G Holdings									P&G Holdings filed a lawsuit in Federal District Court in New York demanding payment of the Related Note, all accrued interest thereon and attorney’s fees and that stock be issued such that P&G Holdings would own 80% of the issued and outstanding shares of stock of Watermark
December 2016 Notes Payable [Member]
Convertible promissory note										$ 105,000									$ 105,000
Interest rate										10.00%									10.00%
Due date										Dec. 31, 2017
Terms of conversion feature										The notes provide that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share
Convertible debt, description										Company entered into convertible promissory notes with two individuals and one company
Debt conversion, principal	105,000
Debt conversion, accrued interest	$ 6,333
Interest expense																		5,571	$ 762
Debt conversion converted instrument, shares issued | shares	26,508
Loss on extinguishment of debt	$ (47,715)
Conversion price | $ / shares	$ 4.20
Loss on extinguishment of debt	$ 47,715
Commercial Paper [Member] | Robert Salna [Member]
Convertible promissory note											$ 200,000
Interest rate											10.00%
Due date											Dec. 31, 2017
Terms of conversion feature											The note provides that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 15% to the conversion price of a bridge financing anticipated closing prior to filing a Registration Statement, which bridge financing, was completed on December 12, 2016
Debt conversion, principal	200,000
Debt conversion, accrued interest	$ 16,833
Payments for finder's fee											$ 10,000
Accretion of note discount included in interest expense																		3,983	2,427
Interest expense																		10,500	6,333
Debt conversion converted instrument, shares issued | shares	60,738
Loss on extinguishment of debt	$ (151,184)
Conversion price | $ / shares	$ 3.57
Loss on extinguishment of debt	$ 151,184
Commercial Paper [Member] | Pine Valley Investments, LLC [Member] | Revolving Credit Facility [Member]
Interest rate																	12.00%
Due date																	Sep. 30, 2017
Debt conversion, principal	86,000
Debt conversion, accrued interest	$ 9,626
Interest expense																		3,845	5,826
Debt conversion converted instrument, shares issued | shares	22,768
Loss on extinguishment of debt	$ (40,982)
Conversion price | $ / shares	$ 4.20
Maximum borrowing capacity																	$ 100,000
Line of credit facility amount outstanding										$ 86,000									86,000
Loss on extinguishment of debt	$ 40,982
Commercial Paper [Member] | Co Diagnostics, Ltd [Member] | Revolving Credit Facility [Member]
Interest rate						12.00%
Due date						Sep. 30, 2017
Convertible debt, description						greater than 20% shareholder
Debt conversion, principal	609,940
Debt conversion, accrued interest	$ 112,633
Interest expense																		38,502	63,371
Debt conversion converted instrument, shares issued | shares	172,041
Loss on extinguishment of debt	$ (309,673)
Conversion price | $ / shares	$ 4.20
Maximum borrowing capacity						$ 750,000
Loss on extinguishment of debt	$ 309,673
Commercial Paper [Member] | Legends Capital Group, LLC [Member] | Revolving Credit Facility [Member]
Interest rate															12.00%
Due date															Sep. 30, 2017
Terms of conversion feature			the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement.
Debt conversion, principal	10,000
Debt conversion, accrued interest	$ 6,112
Interest expense																		631	5,481
Debt conversion converted instrument, shares issued | shares	3,836
Loss on extinguishment of debt	$ (6,904)
Conversion price | $ / shares	$ 4.20
Maximum borrowing capacity															$ 100,000
Line of credit facility amount outstanding										10,000									10,000
Loss on extinguishment of debt	$ 6,904
Commercial Paper [Member] | Hamilton Mining Resources [Member] | Revolving Credit Facility [Member]
Interest rate														12.00%
Due date														Sep. 30, 2017
Terms of conversion feature			the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement.
Debt conversion, principal	66,000
Debt conversion, accrued interest	$ 8,726
Interest expense																		4,202	4,524
Debt conversion converted instrument, shares issued | shares	17,792
Loss on extinguishment of debt	$ (32,026)
Conversion price | $ / shares	$ 4.20
Maximum borrowing capacity														$ 75,000
Line of credit facility amount outstanding																				$ 66,000	$ 66,000
Loss on extinguishment of debt	$ 32,026
Commercial Paper [Member] | Machan 1988 Property Trust [Member] | Revolving Credit Facility [Member]
Interest rate														12.00%
Terms of conversion feature			the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement before December 31, 2016.
Interest expense																		913	2,780
Loss on extinguishment of debt																			(3,783)
Maximum borrowing capacity														$ 50,000
Line of credit facility amount outstanding										41,500									41,500
Loss on extinguishment of debt																			3,783
Convertible Note [Member] | R. Phillip Zobrist [Member]
Convertible promissory note				$ 100,000
Interest rate				8.50%
Due date				Sep. 30, 2017
Terms of conversion feature				The note contains a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $11.00 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder
Debt conversion, principal	100,000
Debt conversion, accrued interest	$ 13,718
Debt conversion converted instrument, shares issued | shares	23,691
Loss on extinguishment of debt	$ 28,528
Conversion price | $ / shares	$ 4.80
Loss on extinguishment of debt	$ (28,528)
Convertible Note [Member] | Legends Capital Opportunity Fund, LLC [Member]
Convertible promissory note												$ 25,000
Number of convertible notes | Number												2
Interest rate												10.00%
Due date												Dec. 31, 2017
Terms of conversion feature												The notes provide that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share
Debt conversion, principal	25,000
Debt conversion, accrued interest	$ 2,186
Interest expense																		1,313	874
Debt conversion converted instrument, shares issued | shares	7,615
Loss on extinguishment of debt	$ (18,504)
Conversion price | $ / shares	$ 3.57
Loss on extinguishment of debt	$ 18,504
Convertible Note [Member] | Beaufort Capital Partners, LLC [Member]
Convertible promissory note							$ 500,000
Interest rate							12.00%
Due date							Apr. 30, 2016
Terms of conversion feature							The note contained a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $8.25 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder
Convertible Note [Member] | Beaufort Capital Partners, LLC [Member] | Bridge Notes Payable [Member]
Debt conversion, principal										500,000
Debt conversion, accrued interest										83,500
Debt conversion converted instrument, bridge notes issued										490,000
Bridge note payable, payments for points withheld										10,000
Payments for finder's fee										25,000
Debt discount										35,000									35,000
Accretion of note discount included in interest expense																			12,066
Interest expense																			91,000
Accrued interest										$ 10,000									10,000
Convertible Note [Member] | Warrant [Member] | R. Phillip Zobrist [Member]
Due date	Nov. 12, 2020
Debt discount	$ 824
Accretion of note discount included in interest expense																		236	451
Interest expense																		$ 4,510	$ 8,500
Common stock shares issuable upon conversion of convertible securities | shares	4,545
Conversion price, description	Lesser of $11.00 or the offering price of an initial public offering of the Company common stock during the term of the warrant
Risk free interest rate	1.59%
Expected life	5 years
Expected volatility	97.60%
Expected dividend yield	0.00%
Share price | $ / shares	$ 0.638
Valuation of warrant	$ 824

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock-based Compensation Details
Risk free interest rate	1.53%	1.52%
Expected life (in years)	5 years	5 years 6 months
Expected volatility	45.54%	95.24%
Expected dividend yield	0.00%	0.00%
Stock price	$ 3.85	$ 0.638

STOCK-BASED COMPENSATION (Det27

STOCK-BASED COMPENSATION (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Options Outstanding
Options granted	61,335	163,641
Weighted Average Fair Value
Options granted	$ 1.74	$ 0.11
Stock Options [Member]
Options Outstanding
Outstanding, Beginning	261,372	136,369
Options granted	61,335	163,641
Expired
Forfeited options		(38,638)
Exercised
Outstanding, Ending	322,707	261,372
Weighted Average Exercise Price
Outstanding, Beginning	$ 0.55	$ 0.55
Options granted	3.85	0.55
Expired
Forfeited options		0.55
Exercised
Outstanding, Ending	1.29	0.55
Weighted Average Fair Value
Outstanding, Beginning	0.49	0.49
Options granted	1.59	0.49
Expired
Forfeited options		0.49
Exercised
Outstanding, Ending	$ 0.70	$ 0.49
Weighted-average Remaining Contractual Life (Years)
Outstanding, Beginning	8 years 7 months 17 days	9 years 18 days
Options granted	4 years 7 months 6 days	9 years 15 days
Forfeited options		8 years 15 days
Outstanding, Ending	7 years 18 days	8 years 7 months 17 days

STOCK-BASED COMPENSATION (Det28

STOCK-BASED COMPENSATION (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Risk free interest rate	1.53%	1.52%
Expected life (in years)	5 years	5 years 6 months
Expected volatility	45.54%	95.24%
Expected dividend yield	0.00%	0.00%
Stock price	$ 3.85	$ 0.638
Warrant [Member]
Risk free interest rate	1.89%	1.96%
Expected life (in years)	4 years 8 months 12 days	5 years
Expected volatility	46.80%	80.49%
Expected dividend yield	0.00%	0.00%
Stock price	$ 2.98	$ 0.638

STOCK-BASED COMPENSATION (Det29

STOCK-BASED COMPENSATION (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrants Outstanding
Warrants issued	61,335	163,641
Weighted Average Fair Value
Warrants issued	$ 1.74	$ 0.11
Warrant [Member]
Warrants Outstanding
Outstanding, Beginning	111,129	9,090
Warrants issued	595,133	102,039
Expired
Forfeited options
Exercised
Outstanding, Ending	706,262	111,129
Weighted Average Exercise Price
Outstanding, Beginning	$ 8.25	$ 13.75
Warrants issued	2.91	8.25
Expired
Forfeited options
Exercised
Outstanding, Ending	3.27	8.25
Weighted Average Fair Value
Outstanding, Beginning	0.11	0.11
Warrants issued	1.74	0.11
Expired
Forfeited options
Exercised
Outstanding, Ending	$ 1.48	$ 0.11
Weighted-average Remaining Contractual Life (Years)
Outstanding, Beginning	4 years 10 months 28 days	4 years 10 months 25 days
Warrants issued	4 years 3 months 11 days	5 years
Outstanding, Ending	4 years 2 months 19 days	4 years 10 months 28 days

STOCK-BASED COMPENSATION (Det30

STOCK-BASED COMPENSATION (Details 4)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
0.11-0.55 [Member]
Number outstanding | shares	534,099
Weighted average remaining contractual life	5 years 11 months 19 days
Weighted average exercise price	$ 0.33
Number exercisable | shares	483,340
Weighted average exercise price exercisable	$ 0.30
0.11-0.55 [Member] | Minimum [Member]
Exercise Prices	0.11
0.11-0.55 [Member] | Maximum [Member]
Exercise Prices	$ 0.55
2.00-3.85 [Member]
Number outstanding | shares	86,355
Weighted average remaining contractual life	4 years 7 months 17 days
Weighted average exercise price	$ 3.31
Number exercisable | shares	86,335
Weighted average exercise price exercisable	$ 3.31
2.00-3.85 [Member] | Minimum [Member]
Exercise Prices	2
2.00-3.85 [Member] | Maximum [Member]
Exercise Prices	$ 3.85
5.10-7.20 [Member]
Number outstanding | shares	408,535
Weighted average remaining contractual life	4 years 29 days
Weighted average exercise price	$ 5.46
Number exercisable | shares	408,535
Weighted average exercise price exercisable	$ 5.46
5.10-7.20 [Member] | Minimum [Member]
Exercise Prices	5.10
5.10-7.20 [Member] | Maximum [Member]
Exercise Prices	$ 7.20
0.11-7.20 [Member]
Number outstanding | shares	1,028,969
Weighted average remaining contractual life	5 years 1 month 9 days
Weighted average exercise price	$ 2.61
Number exercisable | shares	978,210
Weighted average exercise price exercisable	$ 2.72
0.11-7.20 [Member] | Minimum [Member]
Exercise Prices	0.11
0.11-7.20 [Member] | Maximum [Member]
Exercise Prices	$ 7.20

STOCK-BASED COMPENSATION (Det31

STOCK-BASED COMPENSATION (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)Number$ / sharesshares	Dec. 31, 2016USD ($)Number$ / sharesshares
Weighted average fair value of options granted | $ / shares	$ 1.74	$ 0.11
Stock based compensation	$ 2,033,958	$ 69,565
Administrative and general	$ 3,095,791	$ 796,896
Options/Warrants granted or issued, shares | shares	61,335	163,641
Unrecognized stock-based compensation	$ 842,271
Stock Incentive Plans 2015 [Member]
Aggregate number of common shares reserved | shares	6,000,000
Unissued common stock authorized shares | shares	5,677,293
Common Stock [Member]
Administrative and general	$ 813,229
Options/Warrants granted or issued, shares | shares	595,133	102,039
Warrant [Member]
Weighted average fair value of options granted | $ / shares	$ 1.74	$ 0.11
Stock based compensation	$ 256,199
Options/Warrants granted or issued, shares | shares	595,133	102,039
Stock Options [Member]
Weighted average fair value of options granted | $ / shares	$ 1.59	$ 0.49
Stock based compensation	$ 122,259	$ 69,565
Options/Warrants granted or issued, shares | shares	61,335	163,641
Options/Warrants granted, value	$ 97,474	$ 51,432
Vesting of options granted	$ 24,785	$ 18,133
Consultant [Member]
Number of employees | Number		10
Board Of Directors [Member]
Number of members | Number	3	3
Four Companies [Member] | Consulting services [Member]
Stock issued for services, value	$ 1,655,500
Stock issued for services	$ 399,209
Two Companies [Member] | Consulting services [Member]
Options/Warrants granted or issued, shares | shares	297,727

LEASE OBLIGATIONS (Details)

LEASE OBLIGATIONS (Details)	Dec. 31, 2017USD ($)
Lease Obligations Details
2,018	$ 133,308
2,019	133,308
2,020	11,109
Total	$ 277,725

LEASE OBLIGATIONS (Details Narr

LEASE OBLIGATIONS (Details Narrative)	1 Months Ended	12 Months Ended
	Sep. 30, 2016USD ($)	Dec. 31, 2017USD ($)ft²	Dec. 31, 2016USD ($)
Lease Obligations Details
Monthly lease charges for executive office	$ 11,109
Area of land | ft²		7,015
Rent expenses		$ 53,132	$ 66,807
Maturity date	Jan. 31, 2020

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Royalty payments, per month	$ 10,000
Equity funding	4,000,000
Increase in royalties payable, per month	60,000
Accrued royalties	700,000
Research and development expense	107,500	$ 360,000
Accrued expenses (related party)	480,000	690,168
Accounts payable (related party)		75,000
Total Related Party		$ 837,177
Dr. Satterfield [Member] | Minimum [Member]
Royalty payments, per month	$ 30,000

EQUITY (Details Narrative)

EQUITY (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2016USD ($)Number$ / sharesshares
Warrants issued	61,335	163,641
Common stock shares issued	2,434,789
Six individuals and four companies [Member]
Conversion of debt	211,740
Four companies [Member]
Agency fees	85,666
Sale of equity [Member]
Common stock shares issued	1,178,533
Conversion of debt [member]
Common stock shares issued	857,047
For services [Member]
Common stock shares issued	399,209
Common Stock [Member]
Warrants issued	595,133	102,039
Weighted average exercise price | $ / shares	$ 2.91	$ 8.25
Aggregate value | $	$ 1,035,624	$ 11,914
Number of entities | Number		11
Consulting services [Member] | Two Companies [Member]
Warrants issued	297,727

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
NOL carry-forward	$ 2,537,300	$ 1,550,900
Sec 179 carry-forwards	1,600	2,400
Depreciation	2,500	43,200
Valuation allowance	(2,541,400)	(1,596,500)
Net deferred tax asset

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 1
Book loss	$ (1,809,400)	$ (752,200)
Depreciation	4,900	(9,700)
Meals and entertainment	1,100	400
Other non-deductible expenses	359,300	63,800
Change in valuation allowance	1,444,100	697,700
Income tax provision

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Income Taxes Details Narrative
Nert operating loss carry-forwards	$ 9,759,000
Operating loss carry-forwards period	from the year 2018 through 2034